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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): September 18, 2003
CATHAY BANCORP, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-18630 95-4274680
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
777 North Broadway, Los Angeles, California 90012
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (213) 625-4700
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
On September 18, 2003, Cathay Bancorp, Inc. and GBC Bancorp, in a joint press
release, announced that they had received approval from their respective
stockholders for their pending merger. At separate special meetings held on
September 17, 2003, Cathay Bancorp, Inc.'s stockholders and GBC Bancorp's
shareholders adopted and approved the Agreement and Plan of Merger, dated as of
May 6, 2003, pursuant to which, among other things, GBC Bancorp would be merged
into Cathay Bancorp, Inc., General Bank would be merged into Cathay Bank, and
Cathay Bancorp, Inc.'s name would be changed to Cathay General Bancorp upon
completion of the merger. In addition, Cathay Bancorp, Inc.'s stockholders
approved an amendment to Cathay Bancorp, Inc.'s certificate of incorporation to
increase the number of authorized shares of its common stock from 25,000,000 to
100,000,000 and an amendment to its equity incentive plan to increase the number
of shares of common stock reserved for issuance under the plan from 2,150,000 to
3,500,000.
The press release also contained information about the status of regulatory
approvals, the number of GBC Bancorp's common stock outstanding and the issuance
of an additional $20 million of trust preferred securities by Cathay Bancorp,
Inc. The trust preferred securities were issued by a newly established
subsidiary of Cathay Bancorp, Inc., Cathay Statutory Trust I, and will bear an
interest rate equal to three-month LIBOR plus 3.00% and have a 30-year term. The
trust preferred securities are redeemable, at Cathay Bancorp, Inc.'s option, in
whole or in part, once each quarter beginning five years after their issuance.
Cathay Bancorp, Inc. issued the trust preferred securities in connection with
its proposed merger with GBC Bancorp. Pursuant to the terms of the merger
agreement between Cathay Bancorp, Inc. and GBC Bancorp, Cathay Bancorp Inc. has
agreed to raise sufficient additional capital so that the combined company will
be "well capitalized" as defined in federal bank regulations at the time the
proposed merger is consummated. Under current regulatory guidelines, the
proceeds of the issuance of trust preferred securities qualify as Tier 1
capital, up to a maximum of 25% of an institution's Tier 1 capital.
A copy of the joint press release is attached hereto as Exhibit 99.1 and is
incorporated by reference herein.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
99.1 Press Release dated September 18, 2003.
SIGNATURE
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 thereunto duly authorized.
Date: September 18, 2003
CATHAY BANCORP, INC.
By: /s/ Dunson K. Cheng
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Dunson K. Cheng
Chairman and President
EXHIBIT INDEX
Number Exhibit
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99.1 Press Release, dated September 18, 2003.