Attached files
| file | filename |
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| EX-4.1 - EXHIBIT 4.1 - MISSION COMMUNITY BANCORP | ex4-1.htm |
| EX-4.2 - EXHIBIT 4.2 - MISSION COMMUNITY BANCORP | ex4-2.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) March 21, 2012
MISSION COMMUNITY BANCORP
(Exact name of registrant as specified in its charter)
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California
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333-12892
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77-0559736
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(State or other jurisdiction of incorporation or organization)
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(Commission File No.)
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(I.R.S. Employee Identification No.)
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3380 S. Higuera Street, San Luis Obispo, CA 93401
(Address of principal executive offices) (Zip code)
(805) 782-5000
(Registrant’s telephone number including area code)
(Former name or former address, if changed since last report) Not applicable
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
On March 21, 2012 Mission Community Bancorp (the “Company”) issued warrants to purchase an aggregate of 6,487,800 shares of its common stock (the "New Warrants") to three investment funds: Carpenter Community BancFund, L.P., Carpenter Community BancFund-A, L.P. and Carpenter Community BancFund-CA, L.P. (collectively, the "Funds") in exchange for the cancellation of warrants to purchase an aggregate of 6,387,973 shares of the Company's common stock held by the Funds (the "Old Warrants"). The Funds, which have the same general partner, Carpenter Fund Manager, GP, LLC, collectively own approximately 76.4% of the issued and outstanding shares of the common stock of the Company (not including shares receivable upon exercise of the warrants).
The New Warrants have an exercise price of $5.00 per share and are exercisable for a period of five years from issuance.
The Old Warrants were issued in private placement transactions in 2010 and 2011. The Old Warrants had issuance dates, expiration dates and exercise prices as follows:
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Number of Warrant Shares
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Issuance Date
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Exercise Price
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Expiration Date
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2,000,000
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4/27/10
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$5.00 per share
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4/27/15
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3,000,000
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6/15/10
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$5.00 per share
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6/15/15
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1,387,973
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10/21/11
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$4.54 per share
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10/21/21
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The New Warrants are otherwise identical to the Old Warrants except that the New Warrants eliminate certain anti-dilution features which previously required that the Old Warrants be accounted for as liabilities, rather than as equity, and thus measured at fair value.
In determining the number of New Warrants to issue in exchange for the Old Warrants, the Company valued the Old Warrants at $6.54 million using a Black-Scholes valuation model and determined that the issuance of 6,487,800 New Warrants at an exercise price of $5.00 per share and term of five years would also be valued at $6.54 million using the same Black-Scholes valuation model.
Item 3.02. Unregistered Sale of Equity Securities.
On March 21, 2012 the Company issued warrants to purchase an aggregate of 6,487,800 shares of common stock as described in Item 1.01 above. The New Warrants were issued in exchange for the Old Warrants as described in Item 1.01 above and the Company received no consideration with respect to the issuance of the New Warrants other than the cancellation of the Old Warrants. There are no underwriting discounts or commissions to be paid by the Company with respect to the issuance of the New Warrants. The issuance has been made pursuant to an exemption from registration set forth in Section 4(2) of the Securities Act of 1933, as amended, as a privately negotiated transaction not involving a public offering.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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4.1
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Form of Warrant dated March 21, 2012 replacing Warrants issued in 2010 Private Placement
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4.2
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Form of Warrant dated March 21, 2012 replacing Warrants issued in 2011 Private Placement
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: March __, 2012 | MISSION COMMUNITY BANCORP | ||
| By: | /s/ Mark R. Ruh | ||
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Mark R. Ruh, Chief Financial Officer
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