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UBFO > SEC Filings for UBFO > Form 8-K on 26-Oct-2012All Recent SEC Filings




Unregistered Sale of Equity Securities, Financial Statements and Exhib

Item 3.02 Unregistered Sales of Equity Securities.

On October 19, 2012, United Security Bancshares, a California corporation (the "Company") entered into certain subscription agreements and/or exchange agreements (the "Subscription Agreements" and "Exchange Agreements") separately with 10 Directors of the Company, for the private placement of 134,761 newly issued shares of the Company's no par common stock for total proceeds of $382,044. The total proceeds is comprised of $295,170 in cash subscription proceeds for 104,116 newly issued shares of common stock , and cancellation of $86,874 of principal amounts on notes payable to Directors in exchange of 30,645 newly issued common shares. The notes payable to Directors that were exchanged for newly issued shares of common stock of the Company were one-year notes totaling $86,874 in principal amount and accrued interest, with an annual interest rate of 6%. The proceeds from the stock subscription will be used to fund ongoing operations of the Company.

Pursuant to the Subscription and Exchange Agreements, the price of the newly issued stock was based upon a price of $2.835 per share which was the average of the high and low price of the Company's stock (UBFO) that traded on October 18, 2012. The following table summarizes the total number of shares issued and the principal amounts of notes exchanged, if any related to each Director.

                                    Exchange       Subscription           Total
                                     Shares           Shares          Shares Issued
      Robert G. Bitter, Pharm. D.       2,043              2,116               4,159
      Stanley J. Cavalla                2,043                  0               2,043
      Tom Ellithorpe                    2,043                  0               2,043
      R. Todd Henry                     4,086             10,000              14,086
      Ronnie D. Miller                  2,043              2,000               4,043
      Robert M. Mochizuki               2,043             30,000              32,043
      Walter Reinhard                   8,172             10,000              18,172
      Dennis R. Woods                   4,086             10,000              14,086
      Michael T. Woolf, D.D.S.          4,086             40,000              44,086
      Total                            30,645            104,116             134,761

                                       Exchange       Subscription        Total
                                        Amount          Proceeds        Proceeds
         Robert G. Bitter, Pharm. D.   $   5,792     $        6,000     $  11,792
         Stanley J. Cavalla                5,792                  0         5,792
         Tom Ellithorpe                    5,792                  0         5,792
         R. Todd Henry                    11,583             28,350        39,933
         Ronnie D. Miller                  5,792              5,670        11,462
         Robert M. Mochizuki               5,792             85,050        90,842
         Walter Reinhard                  23,165             28,350        51,515
         Dennis R. Woods                  11,583             28,350        39,933
         Michael T. Woolf, D.D.S.         11,583            113,400       124,983
         Total                         $  86,874     $      295,170     $ 382,044

On October 19, 2012, pursuant to the Subscription and Exchange Agreements described above, the Company completed the sale of 134,761 shares of newly issued common stock to the Directors for gross proceeds of $382,044. The issuance of the common stock was not subject to any underwriting discounts or commissions.

The newly issued common shares will not be registered under the Securities Act of 1933, as amended (the "Act"), in reliance on an exemption from registration under Section 4(2) of the Act, and Rule 506 promulgated thereunder, based on the fact that all of the Directors are "accredited investors," as such term is defined in Rule 501 of Regulation D.

The foregoing description of the Subscription Agreements and the Exchange Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Subscription Agreement and the Exchange Agreement, which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K (this "Current Report") and is incorporated by reference herein.



10.1  Form of Subscription Agreement, dated as of October 19, 2012, by and
      between the Company and certain Directors.
10.2  Form of Exchange Agreement issued on October 19, 2012 between the Company
      and certain Directors.

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