Attached files
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| EX-99.1 - Bridge Capital Holdings | v179902_ex99-1.htm |
| EX-10.1 - Bridge Capital Holdings | v179902_ex10-1.htm |
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): March 23,
2010
Bridge
Capital Holdings
(Exact
name of registrant as specified in its charter)
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California
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000-50974
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80-0123855
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(State
or other jurisdiction of
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(Commission
File No.)
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(IRS
Employer Identification
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incorporation)
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Number)
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55
Almaden Boulevard, Suite 200
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San Jose, California
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95113
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(Address
of principal executive offices)
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(Zip
Code)
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(408) 423-8500
(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 (see General Instruction A.2. below):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 1.01 Entry
into a Material Definitive Agreement.
On March 31, 2010, Bridge Capital
Holdings (the “Company”) issued a total of 3,710,289 shares of its common stock
and convertible promissory notes in the aggregate principal amount of
$789,860.75 (the “Notes”) to Carpenter Community BancFund, L.P., Carpenter
Community BancFund-A, L.P. and Carpenter Community BancFund-CA, L.P.
(collectively, the “Carpenter Funds”) upon conversion of 131,901
shares of the Company’s Series B Mandatorily Convertible Cumulative
Perpetual Preferred Stock and 168,099 Series B-1 Mandatorily Convertible
Cumulative Perpetual Preferred Stock (collectively, the “Series B and B-1
Preferred”) and as payment of all accrued but unpaid dividends thereon through
March 31, 2010 pursuant to an agreement dated as of March 23,
2010. The effective conversion price of the Series B and B-1
Preferred was $8.46 per share,
which was the closing price of the common stock reported on the Nasdaq Global
Select Market on the date of the agreement.
As result of the conversion, there are
no shares of Series B and B-1 Preferred outstanding, 10,823,453 shares of common
stock outstanding and 93,364 shares of common stock issuable upon conversion of
the Notes.
The Company sold the Series B and B-1
Preferred to the Carpenter Funds on December 17, 2008 for aggregate
consideration of $30.0 million. The Series B and B-1 Preferred
was convertible to the Company’s common stock at the conversion price of $10.00
per share. However, the Series B and B-1 Preferred was not
convertible until the 20-day average trading price for Bridge’s common stock is
$10.00 or more unless the holders otherwise agreed. Holders of the
Series B and B-1 Preferred were entitled to receive quarterly cumulative cash
dividends, payable when and as declared by the Board of Directors on the
purchase price of $100.00 per share, subject to appropriate adjustment in the
event of any stock dividend, stock split, combination or similar
recapitalization. The Series B and B-1 Preferred was entitled
to vote with the common stock on all matters at the rate of 10 votes per
share.
The principal amount of the Notes
accrues interest at the rate of 10% per annum and is convertible to common stock
at the price of $8.46 per share. Unless converted earlier, the Notes
become due on the earlier of March 31, 2011 or a change of control of the
Company. Bridge may prepay the Notes on or after August 31,
2010.
Item 3.02 Unregistered Sales of Equity
Securities.
See Item
1.01 for a description of the Company’s unregistered sale of
securities. The Company issued shares of its common stock in reliance
on the exemption from registration under Section 4(2) of the Securities Act of
1933.
Item 3.03 Material Modification to Rights of
Security Holders.
Following
conversion of the Series B and B-1 Preferred Stock as described in
Item 1.01, there are no other shares of Series B and B-1 Preferred Stock
outstanding or issuable. Accordingly, the terms of the Series B and
B-1 Preferred Stock providing for liquidation and dividend preferences and
restricting the Company’s ability to declare or pay dividends or distributions
in certain circumstances have been eliminated.
Item 9.01 Financial Statements and
Exhibits.
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(c)
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The
exhibit list required by this Item is incorporated by reference to the
exhibit index filed as part of this
report.
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SIGNATURE
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.
Dated: April
1, 2010
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BRIDGE
CAPITAL HOLDINGS
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By:
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/s/ Thomas A. Sa
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Thomas
A. Sa
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Executive
Vice President
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and
Chief Financial Officer
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(Duly
Authorized Officer)
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Exhibit
Index
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Exhibit
Number
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Description
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10.1
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Letter
Agreement effective March 23, 2010 between the Company and Carpenter Fund Manager GP, LLC on
behalf of Carpenter Community BancFund, L.P., Carpenter Community
BancFund-A, L.P. and Carpenter Community BancFund-CA, L.P. (including a
form of convertible promissory note attached as Exhibit
B)
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99.1
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Press
release issued by the Company on April 1,
2010.
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