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: September 9, 2002 (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 September 9, 2002, Monterey Bay Bancorp, Inc. ("Registrant" and "Company") issued a press release that announced: o an expansion in the number of Company Directors from nine to ten o the appointment of a new Director for Monterey Bay Bancorp, Inc. and its subsidiary, Monterey Bay Bank o third quarter 2002 share repurchases by the Company o increased Insider ownership of the Company Item 7. Financial Statements and Exhibits (c) Exhibits The following Exhibits are filed as part of this Report: 99.1 Press Release dated September 9, 2002. 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: September 9, 2002 By: /s/ C. Edward Holden -------------------- C. Edward Holden Chief Executive Officer President Vice Chairman Of The Board Of Directors Date: September 9, 2002 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 September 9, 2002 4