Epic Bancorp - Current report filing (8-K)
June 13 2008 - 8:03AM
Edgar (US Regulatory)
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)
June 9, 2008
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TAMALPAIS BANCORP
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(Exact
name of registrant as specified in its charter)
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California
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000-50878
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68-0175592
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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630 Las Gallinas Ave, San Rafael California
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94903
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s telephone
number, including area code
(415) 526-6400
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N/A
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(Former
name or former address, if changed since last report)
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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 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On June 10,
2008 the Board of Directors of Epic Bancorp (the “Registrant”), based on a
recommendation from its Compensation Committee, awarded stock options to
certain executive officers pursuant to the 2005 Incentive Stock Option Plan.
The stock options were granted based on the closing stock price on June 11,
2008. Mark Garwood, Chief Executive Officer of the Registrant, received options
to purchase 12,500 shares and Michael Moulton, Chief Financial Officer of the
Registrant, received options to purchase 5,500 shares. The options issued have
a strike price of $12.35 per share and vest over a five year period with 20
percent vesting on each anniversary date of the grant.
Item 5.03 Amendments to Articles of
Incorporation or Bylaws, Change in Fiscal Year.
At the 2008
Annual Meeting of Shareholders on June 9, 2008 the Shareholders of the
Registrant elected to amend the Registrant’s Articles of Incorporation and
Bylaws to change the name of the Registrant from Epic Bancorp to Tamalpais
Bancorp. Amended Articles of Incorporation indicating the new name of Tamalpais
Bancorp were filed with the Secretary of State of California and became
effective on June 10, 2008.
Item 8.01 Other Events.
On June 13,
2008 the Registrant issued a press release announcing that the name of the
Registrant has been changed from Epic Bancorp to Tamalpais Bancorp and that the
Registrant has applied with NASDAQ to change the trading symbol of the
Registrant from EPIK to TAMB.
The press
release incorporated herein as Exhibit 99.1 is not filed but furnished pursuant
to Regulation FD.
On June 11,
2008 the Board of Directors of the Registrant awarded stock options to certain
Directors pursuant to the Amended and Restated 2003 Non-Employee Directors’
Stock Option Plan. The stock options were granted based on the closing stock
price on June 11, 2008. Directors Allan Bortel, Dr. Carolyn Horan, Paul
Schaeffer, Richard Smith each received options to purchase 2,500 shares.
Director Evelyn Dilsaver received options to purchase 7,500 shares. The options
issued have a strike price of $12.35 per share and vest over a five year period
with 20 percent vesting on each anniversary date of the grant.
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Section 9 - Financial Statements and Exhibits
Item 9.01
Financial Statements and Exhibits
(c) Exhibits.
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Exhibit Number
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Description
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3(i)
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Articles of
Incorporation
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3(ii)
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Bylaws
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99.1
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Press
Release dated June 13, 2008
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3
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.
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Date: June
13, 2008
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TAMALPAIS
BANCORP
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/s/ Michael
E. Moulton
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Michael E.
Moulton, Chief Financial Officer
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(Principal
Financial Officer)
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