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 (Date of earliest reported) March 18, 2009
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American River Bankshares |
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(Exact name of registrant as specified in its chapter) |
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California |
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0-31525 |
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68-0352144 |
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(State or other jurisdiction |
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(Commission |
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(IRS Employer |
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Of incorporation) |
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File Number) |
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Identification No.) |
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3100 Zinfandel Drive, Suite 450, Rancho Cordova, California |
95670 |
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(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code (916) 851-0123
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Solicitation material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Page 1 of 5
Pages
The Index to Exhibits is on Page 4
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
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(d) |
(1) On March 18, 2009, the Registrant appointed Philip A. Wright as a director effective March 18, 2009. Registrant issued a press release dated March 19, 2009 regarding the appointment of Mr. Wright as a director of Registrant, which is attached hereto as Exhibit 99.1 and incorporated herein by reference. |
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(2) Not Applicable. |
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(3) Mr. Wright will serve on the Company’s Finance and Capital Committee and the subsidiary banks Loan Committee. |
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(4) Not Applicable. |
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(e) |
(2) On March 18, 2009, the Board of Directors of the registrant, American River Bankshares, approved the Fourth Amendment to the American River Bankshares 2005 Executive Annual Incentive Plan (the “Plan”). The Fourth Amendment modifies Attachment A of the Plan by setting the performance metrics and the weightings for 2009, and Attachment B of the Plan, Funding Thresholds, by adjusting the performance targets based upon the registrants 2009 budget. This amendment should be read in conjunction with the Plan, incorporated by reference from Exhibit 99.1 to the Registrant’s Report on Form 8-K, filed with the Commission on October 27, 2005, the First Amendment thereto, incorporated by reference from Exhibit 99.1 to the Registrant’s Report on Form 8-K, filed with the Commission on March 17, 2006, the Second Amendment thereto, incorporated by reference from Exhibit 99.1 to the Registrant’s Report on Form 8-K, filed with the Commission on March 23, 2007 and the Third Amendment thereto, incorporated by reference from the Registrant’s Report on Form 8-K, filed with the Commission on February 22, 2008. The targets for the 2009 performance metrics have been reset to the budget for 2009. In addition the targets for Return on Average Assets, Return on Tangible Equity and Earnings Per Share are calculated on a pre-incentive, after tax basis. The Fourth Amendment sets the performance metrics and the weightings for 2009 for the incentive compensation plan as follows: |
The following weightings were assigned to the metrics for the Chief Executive Officer, the Chief Financial Officer, the Chief Credit Officer and the Chief Information Officer based on results of the Company:
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Return on Average Assets |
20% |
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Return on Average Tangible Equity |
20% |
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Diluted Earnings Per Share |
20% |
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Core Deposit Growth |
10% |
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Net Loan Growth |
10% |
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Classified Loans to Equity |
20% |
The following weightings were assigned to the metrics for the Regional Bank President North Coast Bank, a division of American River Bank:
Page 2 of 5
Item 9.01. Financial Statements and Exhibits
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(a) |
Financial Statements |
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Not Applicable. |
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(b) |
Pro Forma Financial Information |
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Not Applicable. |
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(c) |
Shell Company Transactions |
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Not Applicable. |
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(d) |
Exhibits |
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(99.1) Press Release dated March 19, 2009. |
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.
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AMERICAN RIVER BANKSHARES |
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/s/ Mitchell A. Derenzo |
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March 19, 2009 |
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Mitchell A. Derenzo, Chief Financial Officer |
Page 3 of 5
INDEX TO EXHIBITS
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Exhibit No. |
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Description |
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Press Release dated March 19, 2009 |
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Page 4 of 5
Exhibit 99.1
American River Bankshares Appoints Philip A. Wright to its Board of Directors
Sacramento, CA, March 19, 2009 – The Board of Directors of American River Bankshares [NASDAQ-GS: AMRB] today announced that it has appointed Philip A. Wright to the Company’s Board of Directors and increased the size of the Board from nine to ten Members.
“Phil has been part of the Sonoma community for 47 years and has been an important player in our Company for nearly 10 years,” said David T. Taber, President and CEO of American River Bankshares. “His depth and breath of experience will be helpful in continuing to build our Company’s reputation as the premier business bank in the communities we serve.”
Philip Wright is based in Windsor, CA and is Owner/Broker of Wright Investments, Inc., dba Prudential California Real Estate and is also a Developer/Partner in Trowbridge & Wright Investment, Inc. Mr. Wright has been developing land in Sonoma County since 1977 and has completed 24 projects. He has experience in selling and marketing residential, commercial property, restaurants, mini-storage and warehouse facilities.
Mr. Wright is founding Chairman of North Coast Bank, formerly Windsor Oaks National Bank and has served on the American River Bank Board of Directors since 2000. He currently serves on the Healthcare Foundation Board of Northern Sonoma County.
About American River Bankshares
American River Bankshares [NASDAQ-GS: AMRB] is the parent company of American River Bank (“ARB”), a community business bank serving the Greater Sacramento Area in California that operates a family of financial services providers, including North Coast Bank [a division of “ARB”] in Sonoma County and Bank of Amador [a division of “ARB”] in Amador County. For more information, please call (916) 851-0123 or visit www.amrb.com ; www.americanriverbank.com ; www.northcoastbank.com ; www.bankofamador.com .
Forward-Looking Statement
Certain statements contained herein are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and subject to the safe harbor provisions of the of Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties. Actual results may differ materially from the results in these forward-looking statements. Factors that might cause such a difference include, among other matters, changes in interest rates, economic conditions, governmental regulation and legislation, credit quality, and competition affecting the Company’s businesses generally; the risk of natural disasters and future catastrophic events including terrorist related incidents; and other factors discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, and in subsequent reports filed on Form 10-Q and Form 8-K. The Company does not undertake any obligation to publicly update or revise any of these forward-looking statements, whether to reflect new information, future events or otherwise.
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