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): October 23, 2001
  
  
                                 GREATER BAY BANCORP
               (Exact name of registrant as specified in its charter)
  
  California                                     77-0387041
  (State or other jurisdiction of                (IRS Employer Identification No.)
  Incorporation or organization)
  
                           COMMISSION FILE NUMBER: 0-25034
  
                2860 West Bayshore Road, Palo Alto, California 94303
                 (Address of principal executive offices) (Zip Code)
  
         Registrant's telephone number, including area code: (650) 813-8200
  
  <PAGE>
  
  ITEM 5.  OTHER ITEMS.
  
       On October 23, 2001, Greater Bay Bancorp (the "Registrant") completed the
  acquisition of SJNB Financial Corp. which was accounted for as a
  pooling-of-interests. Shareholders of SJNB Financial Corp. received 1.82 shares
  of the Registrant's Common Stock for each outstanding share of SJNB Financial
  Corp. Common Stock. A total of approximately 6,944,000 shares were issued in the
  transaction.
  
       The supplemental consolidated financial statements filed herewith have been
  prepared accounting for the merger using the pooling-of-interests method of
  accounting. Upon publication of the Registrant's financial statements for a
  period which includes October 23, 2001, these supplemental consolidated
  financial statements will become the historical financial statements of the
  Registrant.
  
  ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.
  
  <TABLE>
  <CAPTION>
  EXHIBIT
     NO.                        EXHIBITS
  -------                       --------
  <S>        <C>
  23.1       Consent of PricewaterhouseCoopers LLP
  
  99.1       Supplemental Consolidated Financial Statements and Supplementary Data
             (restated to include SJNB Financial Corp.)
  
             For the Years Ended December 31, 2000, 1999, and 1998:
  
             Selected Financial Data
             Management's Discussion and Analysis
             Supplemental Consolidated Balance Sheets as of December 31, 2000 and
               1999
             Supplemental Consolidated Statements of Operations for the Years
               Ended December 31, 2000, 1999, and 1998
             Supplemental Consolidated Statements of Comprehensive Income for the
               Years Ended December 31, 2000, 1999, and 1998
             Supplemental Consolidated Statements of Shareholders' Equity for the
               Years Ended December 31, 2000, 1999, and 1998
             Notes to Supplemental Consolidated Financial Statements
             Report of Independent Accountants
  </TABLE>
  
                                         2
  
  <PAGE>
  
                                     SIGNATURES
  
  IN ACCORDANCE WITH THE REQUIREMENTS OF THE SECURITIES AND EXCHANGE ACT OF 1934,
  AS AMENDED, THE REGISTRANT HAS CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY
  THE UNDERSIGNED THEREUNTO DULY AUTHORIZED.
  
  GREATER BAY BANCORP
  
  (Registrant)
  
  By:
  
  /s/ Steven C. Smith
  -------------------
  Steven C. Smith
      Executive Vice President, Chief Administrative Officer and
      Chief Financial Officer
  
  Date:  October 25, 2001
  
                                         3
  
  <PAGE>
  
                                    EXHIBIT INDEX
  
  Exhibits.
  
  23.1    Consent of PricewaterhouseCoopers LLP
  
  99.1    Supplemental Consolidated Financial Statements and Supplementary Data
          (restated to include SJNB Financial Corp.)
  
          For the Years Ended December 31, 2000, 1999, and 1998:
  
          Selected Financial Data
          Management's Discussion and Analysis
          Supplemental Consolidated Balance Sheets as of December 31, 2000 and
            1999
          Supplemental Consolidated Statements of Operations for the Years Ended
            December 31, 2000, 1999, and 1998
          Supplemental Consolidated Statements of Comprehensive Income for the
            Years Ended December 31, 2000, 1999, and 1998
          Supplemental Consolidated Statements of Shareholders' Equity
            for the Years Ended December 31, 2000, 1999, and 1998
          Notes to Supplemental Consolidated Financial Statements
          Report of Independent Accountants
  
                                         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": "1767627"}, "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): October 23, 2001
  
                                 GREATER BAY BANCORP
               (Exact name of registrant as specified in its charter)
  
  California                                     77-0387041
  (State or other jurisdiction of                (IRS Employer Identification No.)
  Incorporation or organization)
  
                           COMMISSION FILE NUMBER: 0-25034
  
                2860 West Bayshore Road, Palo Alto, California 94303
                 (Address of principal executive offices) (Zip Code)
  
         Registrant's telephone number, including area code: (650) 813-8200
  ITEM 5.  OTHER ITEMS.
  
       On October 23, 2001, Greater Bay Bancorp (the "Registrant") completed the
  acquisition of SJNB Financial Corp. which was accounted for as a
  pooling-of-interests. Shareholders of SJNB Financial Corp. received 1.82 shares
  of the Registrant's Common Stock for each outstanding share of SJNB Financial
  Corp. Common Stock. A total of approximately 6,944,000 shares were issued in the
  transaction.
  
       The supplemental consolidated financial statements filed herewith have been
  prepared accounting for the merger using the pooling-of-interests method of
  accounting. Upon publication of the Registrant's financial statements for a
  period which includes October 23, 2001, these supplemental consolidated
  financial statements will become the historical financial statements of the
  Registrant.
  
  ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.
  EXHIBIT
     NO.                        EXHIBITS
  -------                       --------
  23.1       Consent of PricewaterhouseCoopers LLP
  
  99.1       Supplemental Consolidated Financial Statements and Supplementary Data
             (restated to include SJNB Financial Corp.)
  
             For the Years Ended December 31, 2000, 1999, and 1998:
  
             Selected Financial Data
             Management's Discussion and Analysis
             Supplemental Consolidated Balance Sheets as of December 31, 2000 and
               1999
             Supplemental Consolidated Statements of Operations for the Years
               Ended December 31, 2000, 1999, and 1998
             Supplemental Consolidated Statements of Comprehensive Income for the
               Years Ended December 31, 2000, 1999, and 1998
             Supplemental Consolidated Statements of Shareholders' Equity for the
               Years Ended December 31, 2000, 1999, and 1998
             Notes to Supplemental Consolidated Financial Statements
             Report of Independent Accountants
  2
  SIGNATURES
  
  IN ACCORDANCE WITH THE REQUIREMENTS OF THE SECURITIES AND EXCHANGE ACT OF 1934,
  AS AMENDED, THE REGISTRANT HAS CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY
  THE UNDERSIGNED THEREUNTO DULY AUTHORIZED.
  
  GREATER BAY BANCORP
  
  (Registrant)
  
  By:
  
  /s/ Steven C. Smith
  -------------------
  Steven C. Smith
      Executive Vice President, Chief Administrative Officer and
      Chief Financial Officer
  
  Date:  October 25, 2001
  
                                         3
  EXHIBIT INDEX
  
  Exhibits.
  
  23.1    Consent of PricewaterhouseCoopers LLP
  
  99.1    Supplemental Consolidated Financial Statements and Supplementary Data
          (restated to include SJNB Financial Corp.)
  
          For the Years Ended December 31, 2000, 1999, and 1998:
  
          Selected Financial Data
          Management's Discussion and Analysis
          Supplemental Consolidated Balance Sheets as of December 31, 2000 and
            1999
          Supplemental Consolidated Statements of Operations for the Years Ended
            December 31, 2000, 1999, and 1998
          Supplemental Consolidated Statements of Comprehensive Income for the
            Years Ended December 31, 2000, 1999, and 1998
          Supplemental Consolidated Statements of Shareholders' Equity
            for the Years Ended December 31, 2000, 1999, and 1998
          Notes to Supplemental Consolidated Financial Statements
          Report of Independent Accountants
  
                                         4