content: <PAGE>
  
                         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): June 25, 2001
  
  
                                Greater Bay Bancorp
               (Exact name of registrant as specified in its charter)
  
  
  
                   California                              77-0387041
        (State or other jurisdiction of                (I.R.S. employer
         incorporation or organization)             identification number)
  
  
                          Commission file number:  0-25034
  
  
                              2860 West Bayshore Road
                            Palo Alto, California 94303
               (Address of principal executive offices and zip code)
  
  
         Registrant's telephone number, including area code: (650) 813-8200
  <PAGE>
  
  Item 5.  Other Events.
  
       On June 25, 2001, Greater Bay Bancorp (the "Registrant") entered into an
  Agreement and Plan of Reorganization (the "Agreement") with SJNB Financial Corp.
  ("SJNB") providing for the merger of SJNB with and into the Registrant (the
  "Merger"), subject to the terms and conditions therein, including the receipt of
  all required regulatory approvals and the approval of the shareholders of the
  Registrant and SJNB.  As a result of the Merger, San Jose National Bank will
  become a wholly owned subsidiary of the Registrant.  In connection with the
  Agreement, SJNB granted the Registrant a stock option to acquire up to 19.9% of
  the outstanding stock of SJNB upon the occurrence of events.
  
       On June 25, 2001, the Registrant issued a press release announcing the
  Merger. The title and paragraph 1, 2, 3, 5 and 8 through 17 of the press
  release, which appear as part of Exhibit 99.1, are filed and incorporated herein
  by reference. Exhibit 99.3, incorporated herein by reference, contains a pro
  forma balance sheet of the Registrant and SJNB as of March 31, 2001.
  
  Item 7.  Financial Statements and Exhibits.
  
  Exhibits
  --------
  
   2   Agreement and Plan of Reorganization, dated as of June 25, 2001, by and
       between Greater Bay Bancorp and SJNB Financial Corp.
  
  10.1 Stock Option Agreement, dated as of June 25, 2001, by and between Greater
       Bay Bancorp and SJNB Financial Corp.
  
  99.1 Press Release dated June 25, 2001
  
  99.2 Management's Discussion of Trends and Performance Guidance
  
  99.3 Greater Bay Bancorp and SJNB Financial Corp. Pro Forma Balance Sheet as
       of March 31, 2001
  
  Item 9.   Regulation FD Disclosure
  
       Paragraphs 4, 6 and 7 of the press release appearing in Exhibit 99.1 are
  not filed but are furnished pursuant to Regulation FD.
  
       To assist investors, financial analysts and other interested parties in
  their analysis of Greater Bay Bancorp, the Registrant has developed the document
  attached as Exhibit 99.2 to this Form 8-K.  Exhibit 99.2 is not filed  but is
  furnished pursuant to Regulation FD.
  
                                         2
  <PAGE>
  
                                     SIGNATURES
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, as
  amended, the Registrant has duly caused this report to be signed on its behalf
  by the undersigned hereunto duly authorized.
  
                                        Greater Bay Bancorp
                                        (Registrant)
  
  
  
  Dated: June 25, 2001                  By:      /s/ Steven C. Smith
                                                 -------------------
                                                 Steven C. Smith
                                                 Executive Vice President, Chief
                                                 Administrative Officer and Chief
                                                 Financial Officer
  
                                         3
  <PAGE>
  
  Exhibit Index
  -------------
  
  2    Agreement and Plan of Reorganization, dated as of June 25, 2001, by and
       between Greater Bay Bancorp and SJNB Financial Corp.
  
  10.1 Stock Option Agreement, dated as of June 25, 2001, by and between Greater
       Bay Bancorp and SJNB Financial Corp.
  
  99.1 Press Release dated June 25, 2001
  
  99.2 Management's Discussion of Trends and Performance Guidance
  
  99.3 Greater Bay Bancorp and SJNB Financial Corp. Pro Forma Balance Sheet as
       of March 31, 2001
  
                                         4
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metadata_filer: {"company-data": {"conformed-name": "GREATER BAY BANCORP", "cik": "0000775473", "assigned-sic": "6021", "irs-number": "770387041", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-25034", "film-number": "1667126"}, "business-address": {"street1": "2860 WEST BAYSHORE ROAD", "city": "PALO ALTO", "state": "CA", "zip": "94303", "phone": "4153751555"}, "mail-address": {"street1": "2860 BAYSHORE ROAD", "street2": "420 COWPER ST", "city": "PALO ALTO", "state": "CA", "zip": "943011504"}, "former-company": [{"former-conformed-name": "MID PENINSULA BANCORP", "date-changed": "19941031"}, {"former-conformed-name": "SAN MATEO COUNTY BANCORP", "date-changed": "19920703"}]}
text: 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): June 25, 2001
  
                                Greater Bay Bancorp
               (Exact name of registrant as specified in its charter)
  
                   California                              77-0387041
        (State or other jurisdiction of                (I.R.S. employer
         incorporation or organization)             identification number)
  
                          Commission file number:  0-25034
  
                              2860 West Bayshore Road
                            Palo Alto, California 94303
               (Address of principal executive offices and zip code)
  
         Registrant's telephone number, including area code: (650) 813-8200
  Item 5.  Other Events.
  
       On June 25, 2001, Greater Bay Bancorp (the "Registrant") entered into an
  Agreement and Plan of Reorganization (the "Agreement") with SJNB Financial Corp.
  ("SJNB") providing for the merger of SJNB with and into the Registrant (the
  "Merger"), subject to the terms and conditions therein, including the receipt of
  all required regulatory approvals and the approval of the shareholders of the
  Registrant and SJNB.  As a result of the Merger, San Jose National Bank will
  become a wholly owned subsidiary of the Registrant.  In connection with the
  Agreement, SJNB granted the Registrant a stock option to acquire up to 19.9% of
  the outstanding stock of SJNB upon the occurrence of events.
  
       On June 25, 2001, the Registrant issued a press release announcing the
  Merger. The title and paragraph 1, 2, 3, 5 and 8 through 17 of the press
  release, which appear as part of Exhibit 99.1, are filed and incorporated herein
  by reference. Exhibit 99.3, incorporated herein by reference, contains a pro
  forma balance sheet of the Registrant and SJNB as of March 31, 2001.
  
  Item 7.  Financial Statements and Exhibits.
  
  Exhibits
  --------
  
   2   Agreement and Plan of Reorganization, dated as of June 25, 2001, by and
       between Greater Bay Bancorp and SJNB Financial Corp.
  
  10.1 Stock Option Agreement, dated as of June 25, 2001, by and between Greater
       Bay Bancorp and SJNB Financial Corp.
  
  99.1 Press Release dated June 25, 2001
  
  99.2 Management's Discussion of Trends and Performance Guidance
  
  99.3 Greater Bay Bancorp and SJNB Financial Corp. Pro Forma Balance Sheet as
       of March 31, 2001
  
  Item 9.   Regulation FD Disclosure
  
       Paragraphs 4, 6 and 7 of the press release appearing in Exhibit 99.1 are
  not filed but are furnished pursuant to Regulation FD.
  
       To assist investors, financial analysts and other interested parties in
  their analysis of Greater Bay Bancorp, the Registrant has developed the document
  attached as Exhibit 99.2 to this Form 8-K.  Exhibit 99.2 is not filed  but is
  furnished pursuant to Regulation FD.
  
                                         2
  SIGNATURES
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, as
  amended, the Registrant has duly caused this report to be signed on its behalf
  by the undersigned hereunto duly authorized.
  
                                        Greater Bay Bancorp
                                        (Registrant)
  
  Dated: June 25, 2001                  By:      /s/ Steven C. Smith
                                                 -------------------
                                                 Steven C. Smith
                                                 Executive Vice President, Chief
                                                 Administrative Officer and Chief
                                                 Financial Officer
  
                                         3
  Exhibit Index
  -------------
  
  2    Agreement and Plan of Reorganization, dated as of June 25, 2001, by and
       between Greater Bay Bancorp and SJNB Financial Corp.
  
  10.1 Stock Option Agreement, dated as of June 25, 2001, by and between Greater
       Bay Bancorp and SJNB Financial Corp.
  
  99.1 Press Release dated June 25, 2001
  
  99.2 Management's Discussion of Trends and Performance Guidance
  
  99.3 Greater Bay Bancorp and SJNB Financial Corp. Pro Forma Balance Sheet as
       of March 31, 2001
  
                                         4