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) October 16, 2017
American River Bankshares
(Exact name of registrant as specified in its chapter)
|
California |
0-31525 |
68-0352144 |
||
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| Of incorporation) | File Number) | Identification No.) |
| 3100 Zinfandel Drive, Suite 450, Ranch Cordova, California | 95670 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (916) 854-0123
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:
[ ] Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Solicitation material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
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The Index to Exhibits is on Page 3
Item 1.01. Entry into a Material Definitive Agreement.
On May 23, 2007, the registrant executed a lease (the “Lease”) with Joseph T. Bellamy, Trustee of the Joseph T. Bellamy 2005 Trust (the “Landlord”) . The Lease relates to office space to be occupied by one of the issuer’s subsidiary, American River Bank, successor to Bank of Amador, a division of American River Bank. The premises are located at 26395 Buckhorn Ridge Road, Pioneer, California . On October 12, 2007, the building was occupied by the registrant and the lease term commenced. On October 12, 2007 the registrant and the Landlord entered into the First Amendment to the Lease (the “Amendment”), which outlines the start date and end date of the Lease. On October 16, 2017, the registrant and the Landlord entered into the Second Amendment to the Lease (the “Second Amendment”). The foregoing description is qualified by reference to the Second Amendment attached as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
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.
| AMERICAN RIVER BANKSHARES | ||
| October 16, 2017 | /s/ Mitchell A. Derenzo | |
| Mitchell A. Derenzo, Chief Financial Officer |
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EXHIBIT 99.1
SECOND ADDENDUM TO LEASE AGREEMENT
This lease Amendment Agreement (“Lease Amendment”) made on October 16, 2017 by and between Joseph T. Bellamy, Trustee of the Joseph T. Bellamy 2005 Trust (“Landlord”) and American River Bank (formerly the Bank of Amador, a division of American River Bank), (“Tenant”).
WHEREAS, Landlord and Tenant desire to amend the Lease dated May 21, 2007, and addendum thereto dated October 12, 2007, related to 26395 Buckhorn Ridge Road, Pioneer, California, by and between the Landlord and Tenant:
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
That the lease is amended effective on November 1, 2017:
1. Renewal Term :
The term of the Lease shall be extended for an additional period of sixty (60) month commencing on November 1, 2017 and expiring on October 31, 2022.
2. Rent :
The monthly base rent for the term of the lease shall be as follows:
November 1, 2017 through October 31, 2018 $2,550.00 per month.
November 1, 2018 through October 31, 2019 $2,588.25 per month.
November 1, 2019 through October 31, 2020 $2,627.07 per month.
November 1, 2020 through October 31, 2021 $2,666.48 per month.
November 1, 2021 through October 31, 2022 $2,706.48 per month.
3. Early Termination Clause:
Beginning November 1, 2017, Tenant has unilateral right to cancel the lease at any time by proving Landlord with a six (6) month written notice. The early termination notice and payments thereon are acknowledged by both parties, as the entire amount due and, upon payment of all amounts due, Tenant is absolved from the obligations outlined in this document and by reference, in the lease agreement dated May 21, 2007, and addendum thereto dated October 12, 2007.
All other terms, covenants and conditions of the Lease shall remain in full force and in effect. In the event of any conflicts between the terms and conditions of the Lease and the terms and conditions of this Lease Amendment, the terms and conditions of this Lease Amendment shall prevail.
IN WITNESS WHEREOF, Landlord and Tenant have caused this agreement to be executed as of the day and year first written above and the below signatories represent and warrant that they have the requisite authority to execute this Lease Amendment on behalf of the Landlord and Tenant, respectively.
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| LANDLORD: | TENANT: | ||||
| By: | /s/ Joseph T. Bellamy | By: | /s/ Mitchell A. Derenzo | ||
| Joseph T. Bellamy, Trustee of | Mitchell A. Derenzo | ||||
| the Joseph T. Bellamy 2005 Trust | Executive Vice President/CFO | ||||
| American River Bank | |||||
| Date: | 10/13/17 | Date: | 10/16/17 | ||
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