UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant To Section 13 Or 15(d) Of The Securities Exchange Act Of 1934 Date Of Report: December 21, 2001 (Date Of Earliest Event Reported) MONTEREY BAY BANCORP, INC. (Exact Name Of Registrant As Specified In Its Charter) DELAWARE 77-0381362 (State Or Other Jurisdiction Of (I.R.S. Employer Identification Incorporation Or Organization) Number) Commission File Number: 0-24802 567 Auto Center Drive, Watsonville, California 95076 (Address Of Principal Executive Offices)(Zip Code) (831) 768 - 4800 (Registrant's Telephone Number, Including Area Code) WWW.MONTEREYBAYBANK.COM (Registrant's Internet Site) INFO@MONTEREYBAYBANK.COM (Registrant's Electronic Mail Address) 1 Item 5. Other Events On December 21, 2001, Monterey Bay Bancorp, Inc. ("Registrant" and "Company") issued a press release that announced the Company's adoption of a stock repurchase program, with a total of 114,035 shares authorized for repurchase. Item 7. Financial Statements and Exhibits (c) Exhibits The following Exhibits are filed as part of this Report: 99.1 Press Release dated December 21, 2001. 2 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. Monterey Bay Bancorp, Inc. (Registrant) Date: December 21, 2001 By: /s/ C. Edward Holden -------------------- C. Edward Holden Chief Executive Officer President Vice Chairman Of The Board Of Directors Date: December 21, 2001 By: /s/ Mark R. Andino ------------------ Mark R. Andino Chief Financial Officer Treasurer (Principal Financial & Accounting Officer) 3 EXHIBIT INDEX Exhibit Number Exhibit -------------- ------- Exhibit 99.1 Press Release Dated December 21, 2001 4