Attached files
| file | filename |
|---|---|
| EX-99.2 - CASCADE BANCORP | v203117_ex99-2.htm |
| EX-99.1 - CASCADE BANCORP | v203117_ex99-1.htm |
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): November 17, 2010 (November
16, 2010)
CASCADE
BANCORP
(Exact
name of Registrant as specified in its charter)
|
Oregon
|
0-23322
|
93-1034484
|
|
(State
or other jurisdiction of
|
(Commission
File Number)
|
(I.R.S.
Employer Identification No.)
|
|
incorporation
or organization)
|
1100
NW Wall Street
Bend,
Oregon 97701
(Address
of principal executive offices)
(Zip
Code)
(541)
385-6205
(Registrant’s
telephone number, including area code)
Check the
appropriate box below if the Form 8-K file 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)
|
|
x
|
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))
|
ITEM 8.01
OTHER EVENTS.
On November 16,
2010, Cascade Bancorp (NASDAQ: CACB) issued a press release
announcing that it had entered into Securities Purchase Agreements for the
purchase and sale of approximately $177 million of shares of its common stock
(the “Private Offerings”). A copy of the press release is attached
hereto as Exhibit 99.1 and is incorporated by reference into this Item
8.01.
Also on November 16, 2010, Cascade
Bancorp announced the Private Offerings to its employees by means of a Web-based
presentation. A copy of that presentation is attached hereto as
Exhibit 99.2 and is incorporated by reference into this Item 8.01.
This communication and the Exhibits
attached hereto and incorporated herein by reference may be deemed to be
solicitation material in respect of the Private Offerings. In
connection with the proposed Private Offerings, Cascade Bancorp intends to file
relevant materials with the Securities and Exchange Commission (the “SEC”),
including a proxy statement on Schedule 14A, which will be mailed to
shareholders of Cascade Bancorp.
Cascade Bancorp shareholders are urged
to read all relevant documents filed with the SEC, including the proxy
statement, because they will contain important information about the proposed
transaction.
Investors and security holders will be
able to obtain free copies of the proxy statement (when available), as well as
other filed documents, without charge, at the SEC’s web site
(http://www.sec.gov). Investors and security holders will be able to obtain free
copies of the proxy statement (when available), as well as certain other filed
documents, without charge on the Internet at www.botc.com under the About Us
tab, under Investor Relations, under SEC Filings. Copies of Cascade
Bancorp’s filings of Form 10-K and Quarterly Reports on Form 10-Q filed with the
SEC may be obtained by mail without charge from Gregory D. Newton, EVP/Chief
Financial Officer, Cascade Bancorp, P.O. Box 369, Bend, Oregon 97709, or e-mail
cascades@botc.com.
Cascade Bancorp and its directors and
officers may be deemed, under SEC rules, to be participants in the solicitation
of proxies from the shareholders of Cascade Bancorp with respect to the proposed
Private Offerings. More detailed information regarding the identity
of the potential participants, and their direct or indirect interests, by
securities holdings or otherwise, will be set forth in the proxy statement and
other materials to be filed with the SEC in connection with the proposed Private
Offerings. Information regarding Cascade Bancorp’s directors and executive
officers is also available in Cascade Bancorp’s definitive proxy statement for
its 2010 Annual Meeting of Shareholders filed with the SEC on March 15, 2010.
These documents are available free of charge at the SEC’s web site at
http://www.sec.gov and at www.botc.com under the About Us tab, under Investor
Relations, under SEC Filings.
Forward
Looking Statements
This
Current Report on Form 8-K contains forward-looking statements about Cascade
Bancorp’s plans and anticipated results of operations and financial condition.
These statements include, but are not limited to, our plans, objectives,
expectations and intentions and are not statements of historical
fact. When used in this report, the word “expects,” “believes,”
“anticipates,” “could,” “may,” “will,” “should,” “plan,” “predicts,”
“projections,” “continue” and other similar expressions constitute
forward-looking statements, as do any other statements that expressly or
implicitly predict future events, results or performance, and such statements
are made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Certain risks and uncertainties and
the Company’s success in managing such risks and uncertainties may cause actual
results to differ materially from those projected, including among others, the
risk factors described in our quarterly report on Form 10-Q filed with the
Securities and Exchange Commission (the “SEC”) for the quarter ended September
30, 2010, as well as the following factors: the investment transactions
described in this report may not be completed in a timely manner or at all; our
inability to comply in a timely manner with the cease and desist order with the
Federal Deposit Insurance Corporation (“FDIC”) and the Oregon Division of
Finance and Corporate Securities (“DFCS”) and the written agreement entered into
with the Federal Reserve Bank and DFCS, under which we are currently operating,
could lead to further regulatory sanctions or orders, which could further
restrict our operations and negatively affect our results of operations and
financial condition; local and national economic conditions could be less
favorable than expected or could have a more direct and pronounced effect on us
than expected and adversely affect our results of operations and financial
condition; the local housing/real estate market could continue to decline for a
longer period than we anticipate; the risks presented by a continued economic
recession, which could continue to adversely affect credit quality, collateral
values, including real estate collateral and OREO properties, investment values,
liquidity and loan originations, reserves for loan losses and charge offs of
loans and loan portfolio delinquency rates and may be exacerbated by our
concentration of operations in the States of Oregon and Idaho generally, and the
Oregon communities of Central Oregon, Northwest Oregon, Southern Oregon and the
greater Boise area, specifically; we may be compelled to seek additional capital
in the future to augment capital levels or ratios or improve liquidity, but
capital or liquidity may not be available when needed or on acceptable terms;
interest rate changes could significantly reduce net interest income and
negatively affect funding sources; competition among financial institutions
could increase significantly; competition or changes in interest rates could
negatively affect net interest margin, as could other factors listed from time
to time in the Company’s SEC reports; the reputation of the financial services
industry could further deteriorate, which could adversely affect our ability to
access markets for funding and to acquire and retain customers; and current
regulatory requirements, changes in regulatory requirements and legislation and
our inability to meet those requirements, including capital requirements and
increases in our deposit insurance premium, could adversely affect the
businesses in which we are engaged, our results of operations and financial
condition.
These
forward-looking statements speak only as of the date of this report. The Company
undertakes no obligation to publish revised forward-looking statements to
reflect the occurrence of unanticipated events or circumstances after the date
hereof. Readers should carefully review all disclosures filed by the
Company from time to time with the SEC.
|
(d)
|
Exhibits
|
|
Exhibit
99.1 Press Release dated November 16, 2010
|
|
|
Exhibit
99.2 Employee
presentation
|
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, thereto duly
authorized.
|
CASCADE
BANCORP
|
|
|
By:
|
/s/
Patricia L. Moss
|
|
Patricia
L. Moss
|
|
|
President
& CEO
|
Date:
November 17,
2010