8-K 1 d275083d8k.htm 8-K

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): November 2, 2016

CVB FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

California |  | 0-10140 |  | 95-3629339
(State or other jurisdiction of incorporation or organization) |  | (Commission file number) |  | (I.R.S. employer identification number)

701 North Haven Avenue, Ontario, California |  | 91764
(Address of principal executive offices) |  | (Zip Code)

Registrant’s telephone number, including area code: (909) 980-4030

Not Applicable

(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.):

x | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ | 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 7.01 Regulation FD Disclosure.

Executive officers of CVB Financial Corp. (the “Company”) will make presentations to institutional investors at various meetings during the months of November and December, 2016. The November 2016 slide presentation updated to reflect third quarter 2016 financial information, is included as Exhibit 99.1 of this report. The information in this report (including Exhibit 99.1) shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other documents filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by the specific reference in such filing. A copy of the slide presentation will be also available on the Company’s website at www.cbbank.com under the “Investors” tab.

Item 8.01 Other Events.

On September 22, 2016, CVB Financial Corp. announced that it had entered into a definitive agreement to acquire Valley Commerce Bancorp. CVB Financial Corp. is providing supplemental information regarding the Merger in the presentation referred to in Item 7.01 above and furnished (not filed) as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. |  | Description
99.1 |  | Copy of the CVB Financial Corp. November 2016 slide presentation, updated to reflect third quarter 2016 financial information, which its President and Chief Executive Officer, Christopher D. Myers, will utilize while making a presentation to institutional investors at various meetings.

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.

|  |  |  | CVB FINANCIAL CORP.
|  |  |  | (Registrant)
Date: November 2, 2016 |  |  |  | By: |  | /s/ E. Allen Nicholson
|  |  |  | E. Allen Nicholson
|  |  |  | Executive Vice President and Chief Financial Officer

Exhibit Index

99.1 |  | Copy of the CVB Financial Corp. November 2016 slide presentation, updated to reflect third quarter 2016 financial information, which its President and Chief Executive Officer, Christopher D. Myers, will utilize while making a presentation to institutional investors at various meetings.