Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
27 January 2017 - 12:09AM
Edgar (US Regulatory)
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): January 26, 2017
PACIFIC CONTINENTAL CORPORATION
(Exact name of registrant as specified in its charter)
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Oregon
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000-30106
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93-1269184
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(State of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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111 West 7th Avenue
Eugene, Oregon 97401
(Address of principal executive offices) (Zip Code)
Tel. (541)
686-8685
Registrants telephone number, including area code
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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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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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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Item 2.02 Results of Operations and Financial Condition
On January 26, 2017, Pacific Continental Corporation (the Company) issued a press release announcing earnings for the fourth quarter ended
December 31, 2016. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference in its entirety.
The information
in this Item 2.02 of this Current Report on Form
8-K,
including Exhibit 99.1, shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or
otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in
such filings or document.
Item 8.01. Other Events
The only information contained in this Form 8-K being filed for the purposes of Rule 425 under the Securities Act is the information relating solely to the
proposed merger between the Company and Columbia Banking System, Inc., contained in the press release furnished herewith as Exhibit 99.1 and being filed under this Item 8.01.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 Press
Release dated January 26, 2017 announcing earnings for the fourth quarter ended December 31, 2016
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.
Date: January 26, 2017
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PACIFIC CONTINENTAL CORPORATION
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By:
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/s/ Richard R. Sawyer
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Richard R. Sawyer
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Executive Vice President and Chief Financial Officer
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