Common Stock CALB NASDAQ false 0001752036 0001752036 2022-04-28 2022-04-28

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 28, 2022

 

 

CALIFORNIA BANCORP

(Exact name of registrant as specified in its charter)

 

 

 

California   001-39242   82-1751097

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification Number)

 

1300 Clay Street, Suite 500  
Oakland, California   94612
(Address of Principal Executive Offices)   (Zip Code)

(510) 457-3737

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

  ☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  ☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  ☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  ☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 28, 2022, each of California BanCorp (the “Company”) and its wholly-owned subsidiary, California Bank of Commerce (the “Bank”), appointed Thomas A. Sa to serve as its President. Mr. Sa will continue in his roles as the Chief Financial Officer and Chief Operating Officer of the Company and the Bank. Steven E. Shelton, who previously held the position of President and Chief Executive Officer, will remain as Chief Executive Officer of the Company and the Bank.

Mr. Sa, age 60, has served as Senior Executive Vice President, Chief Financial Officer and Chief Operating Officer of the Company and the Bank since May 2019. Prior to joining the Company, Mr. Sa was an Executive Vice President of Western Alliance Bancorp from 2015 to 2019, most recently serving as Chief Risk Officer from November 2017 to May 2019. Prior to that, Mr. Sa held various executive roles including Executive Vice President, Chief Financial Officer of Bridge Bank, N.A. and its holding company, Bridge Capital Holdings from inception in 2001 to its merger with Western Alliance Bancorp in 2015. He was a director of Bridge Bank and Bridge Capital Holdings from 2010 to 2015.

A copy of the Company’s press release announcing these changes in officer titles is included as Exhibit 99.1 to this report and incorporated by reference herein.

The Bank entered into a First Amendment to Employment Agreement with Mr. Shelton (the “Shelton Amendment”) and a First Amendment to Employment Agreement with Mr. Sa (the “Sa Amendment”) on April 28, 2022 to reflect these changes in officer titles. There were no other material changes to the terms of either employment agreement. Copies of the Shelton Amendment and the Sa Amendment are included as Exhibit 10.1 and Exhibit 10.2, respectively, to this report and incorporated by reference herein. The foregoing description is qualified in its entirety by reference to such amendments.

 

Item 9.01

Financial Statements and Exhibits.

 

Exhibit
No.

   

Description

10.1    First Amendment to Employment Agreement, dated as of April 28, 2022, by and between California Bank of Commerce and Steven E. Shelton
10.2    First Amendment to Employment Agreement, dated as of April 28, 2022, by and between California Bank of Commerce and Thomas A. Sa
99.1    Press release dated May 2, 2022
104    Cover Page Interactive Date File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    CALIFORNIA BANCORP
Date: May 2, 2022     By:  

/s/ THOMAS A. SA

      Thomas A. Sa
      President, Chief Operating Officer and Chief Financial Officer

EXHIBIT 10.1

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

This First Amendment to Employment Agreement (this “Amendment”) is entered into as of the 28th day of April, 2022, by and between CALIFORNIA BANK OF COMMERCE, a California banking corporation (the “Bank”), and Steven E. Shelton (“Employee”).

WHEREAS, Employee and the Bank are parties to that certain Employment Agreement dated as of May 7, 2018 (the “Agreement”); and

WHEREAS, the parties desire to amend the Agreement as provided herein.

NOW, THEREFORE, in consideration of the mutual covenants and representations set forth in this Agreement, Employee and the Bank agree as follows:

1. Amendment. Each reference in paragraph 1 of the Agreement to “President and Chief Executive Officer” is hereby deleted and replaced with “Chief Executive Officer.”

2. Terms of Agreement. Except as expressly modified hereby, all terms, conditions and provisions of the Agreement shall continue in full force and effect.

3. Conflicting Terms. In the event of any inconsistency or conflict between the Agreement and this Amendment, the terms, conditions and provisions of this Amendment shall govern and control.

4. Entire Agreement. This Amendment and the Agreement constitute the entire and exclusive agreement between the parties with respect to the subject matter hereof. All previous discussions and agreements with respect to this subject matter are superseded by the Agreement and this Amendment. This Amendment may be executed in one or more counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument. Facsimile counterparts shall be deemed to be originals.

IN WITNESS WHEREOF, each of the parties hereto has executed this Amendment as of the date first set forth above.

 

CALIFORNIA BANK OF COMMERCE
By:  

         

Name: Stephen A. Cortese
Title: Chairman of the Board
EMPLOYEE

 

Steven E. Shelton

EXHIBIT 10.2

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

This First Amendment to Employment Agreement (this “Amendment”) is entered into as of the 28th day of April, 2022, by and between CALIFORNIA BANK OF COMMERCE, a California banking corporation (the “Bank”), and Thomas A. Sa (“Employee”).

WHEREAS, Employee and the Bank are parties to that certain Employment Agreement dated as of May 20, 2019 (the “Agreement”); and

WHEREAS, the parties desire to amend the Agreement as provided herein.

NOW, THEREFORE, in consideration of the mutual covenants and representations set forth in this Agreement, Employee and the Bank agree as follows:

1. Amendment. Each reference in paragraph 1 of the Agreement to “Senior Executive Vice President, Chief Operating Officer and Chief Financial Officer” is hereby deleted and replaced with “President, Chief Operating Officer and Chief Financial Officer.”

2. Terms of Agreement. Except as expressly modified hereby, all terms, conditions and provisions of the Agreement shall continue in full force and effect.

3. Conflicting Terms. In the event of any inconsistency or conflict between the Agreement and this Amendment, the terms, conditions and provisions of this Amendment shall govern and control.

4. Entire Agreement. This Amendment and the Agreement constitute the entire and exclusive agreement between the parties with respect to the subject matter hereof. All previous discussions and agreements with respect to this subject matter are superseded by the Agreement and this Amendment. This Amendment may be executed in one or more counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument. Facsimile counterparts shall be deemed to be originals.

IN WITNESS WHEREOF, each of the parties hereto has executed this Amendment as of the date first set forth above.

 

CALIFORNIA BANK OF COMMERCE
By:                                                                                       
Name: Steven E. Shelton
Title: Chief Executive Officer

EMPLOYEE

 

Thomas A. Sa

Exhibit 99.1

 

LOGO

Thomas A. Sa Appointed President of California BanCorp

and California Bank of Commerce

Oakland, Calif., May 2, 2022 – California BanCorp (the “Company”) (Nasdaq: CALB), the parent company of California Bank of Commerce (the “Bank”), today announced that Thomas A. Sa has been appointed President of the Company and the Bank, effective immediately. Mr. Sa will continue in his roles as Chief Financial Officer and Chief Operating Officer of the Company and the Bank. Steven E. Shelton, who previously held the position of President of the Company and the Bank, will remain as Chief Executive Officer of the Company and the Bank.

“The separation of the President and CEO roles reflects the growth of the Company and the management structure we believe is best suited to continue effectively executing on the strategies that are enhancing the value of our franchise,” said Steven E. Shelton, Chief Executive Officer of the Company. “The elevation of Tom to President reflects the significant role he has played in building our franchise and the valuable skills and experience he brings to the organization. As President, Tom will have an even greater opportunity to make a positive impact across all areas of the organization, including overseeing the development of new business lines and processes that we believe will provide additional catalysts for our future growth while further diversifying our business mix.”

“I am extremely proud of the organization we have built and the work we have done to create one of the fastest growing commercial banks in Northern California,” said Thomas A. Sa. “As President, I look forward to continuing to work closely with Steve Shelton, the Board of Directors, and our exceptional CBC team to continue executing on our strategic plan and making a positive impact on all of our stakeholders.”

About Thomas A. Sa

Thomas A. Sa has served as Senior Executive Vice President, Chief Financial Officer and Chief Operating Officer of the Company and the Bank since May 2019. Prior to joining the Company, Mr. Sa was an Executive Vice President of Western Alliance Bancorp from 2015 to 2019, most recently serving as Chief Risk Officer from November 2017 to May 2019. Prior to that, Mr. Sa held various executive roles including Executive Vice President, Chief Financial Officer of Bridge Bank, N.A. and its holding company, Bridge Capital Holdings from inception in 2001 to its merger with Western Alliance Bancorp in 2015. He was a director of Bridge Bank and Bridge Capital Holdings from 2010 to 2015.

About California BanCorp

California BanCorp, the parent company for California Bank of Commerce, offers a broad range of commercial banking services to closely held businesses and professionals located throughout Northern California. The Company’s common stock trades on the Nasdaq Global Select marketplace under the symbol CALB. For more information on California BanCorp, call us at (510) 457-3751, or visit us at www.californiabankofcommerce.com.

Forward-Looking Information:

Statements in this news release regarding expectations and beliefs about future financial performance and financial condition, as well as trends in the Company’s business and markets are “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements often include words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “project,” “outlook,” or words of similar meaning, or future or conditional verbs such as “will,” “would,” “should,” “could,” or “may.” The forward-looking statements in this news release are based on current information and on assumptions that the Company makes about future events and circumstances that are subject to a number of risks and uncertainties that are often difficult to predict and beyond the Company’s control. As a result of those risks and uncertainties, the Company’s actual financial results in the future could differ, possibly materially, from those expressed in or implied by the forward-looking statements contained in this news release and could cause the Company to make changes to future plans. Those risks and uncertainties include, but are not limited to, the risk of incurring loan losses, which is an inherent risk of the banking business; the risk that

 

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LOGO

 

the Company will not be able to continue its internal growth rate; the risk that the United States economy will experience slowed growth or recession or will be adversely affected by domestic or international economic conditions and risks associated with the Federal Reserve Board taking actions with respect to interest rates, any of which could adversely affect, among other things, the values of real estate collateral supporting many of the Company’s loans, interest income and interest rate margins and, therefore, the Company’s future operating results; risks associated with changes in income tax laws and regulations; and risks associated with seeking new client relationships and maintaining existing client relationships. Readers of this news release are encouraged to review the additional information regarding these and other risks and uncertainties to which our business is subject that are contained in our Annual Report on Form 10-K for the year ended December 31, 2021 which is on file with the Securities and Exchange Commission (the “SEC”). Additional information will be set forth in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, which we expect to file with the SEC during the second quarter of 2022, and readers of this release are urged to review the additional information that will be contained in that report.

The COVID-19 pandemic has created economic and financial disruptions that have adversely affected, and may continue to adversely affect, our business, operations, financial performance and prospects. Even after the COVID-19 pandemic subsides, it is possible that the U.S. and other major economies experience or continue to experience a prolonged recession, which could materially and adversely affect our business, operations, financial performance and prospects. Statements about the effects of the COVID-19 pandemic on our business, operations, financial performance and prospects may constitute forward-looking statements and are subject to the risk that the actual impacts may differ, possibly materially, from what is reflected in those forward-looking statements due to factors and future developments that are uncertain, unpredictable and in many cases beyond our control, including the scope and duration of the pandemic, actions taken by governmental authorities in response to the pandemic, and the direct and indirect impact of the pandemic on our customers, third parties and us.

Due to these and other possible uncertainties and risks, readers are cautioned not to place undue reliance on the forward-looking statements contained in this news release, which speak only as of today’s date, or to make predictions based solely on historical financial performance. The Company disclaims any obligation to update forward-looking statements contained in this news release, whether as a result of new information, future events or otherwise, except as may be required by law.

Contacts:

Steven E. Shelton, (510) 457-3751

Chief Executive Officer

seshelton@bankcbc.com

Thomas A. Sa, (510) 457-3775

President

Chief Financial Officer and

Chief Operating Officer

tsa@bankcbc.com

 

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