Washington, D.C.  20549

 

FORM 10-KSB/A

 

 

CENTRAL VALLEY COMMUNITY BANCORP

(Name of small business issuer in its charter)

 

 

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  YES  ý  No  o

 

Check if no disclosure of delinquent filers in response to Item 405 of Regulation S-B is contained in this form, and no disclosure will be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB.  o

 

State issuer’s revenues for its most recent fiscal year: $ 18,747,213 *

 

State the aggregate market value of the voting and non-voting common equity held by nonaffiliates computed by reference to the price at which the common equity was sold, or the average bid and asked prices of such common equity, as of March 10, 2003:  $23,401,608 *.

 

State the number of shares of Common Stock outstanding as of March 10, 2003:  2,574,242 *

 

DOCUMENTS INCORPORATED BY REFERENCE

 

None.

 

Transitional Small Business Disclosure Format (Check one): Yes  o   No   ý

 

* Amount unchanged from original 10-KSB of Central Valley Community Bancorp filed with the Securities and Exchange Commission on March 31, 2003.

 

 

EXPLANATORY NOTE

 

The undersigned registrant hereby amends Item 9 and Item 11 of Part III of its Annual Report on Form 10-KSB for the fiscal year ended December 31, 2002, which was filed with the Securities and Exchange Commission on March 31, 2003.

 

TABLE OF CONTENTS

 

ITEM 9 -	DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.
ITEM 11 -	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
SIGNATURES

 

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PART III

 

ITEM 9 -

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

 

Section 16(a) Beneficial Ownership Reporting Compliance

 

Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s officers and directors, and persons who own more than 10% of a registered class of the Company’s equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission (“SEC”).  Officers, directors and greater than 10% shareholders are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file.  To the best knowledge of the Company, the only greater than ten-percent holder of the Company’s common stock is Mr. Louis McMurray and his related interests.

 

Based solely on its review of the copies of such forms received by it, or written representations from certain reporting persons that no Forms 4 and 5 were required for those persons, the Company believes that for the 2002 fiscal year the officers and directors of the Company complied with all applicable filing requirements, except that Director Joseph B. Weirick failed to file a Form 5 to report the sale of 2,000 shares of Company Common Stock in November 2001, which was subsequently reported on a Form 5 which was filed with the SEC on May 19, 2003.

 

ITEM 11 -

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

 

PRINCIPAL SHAREHOLDERS

 

As of March 24, 2003, no individual (including any “group”, i.e., two or more persons acting as a partnership, limited partnership, syndicate or group for the purpose of acquiring, holding or disposing of voting stock issued by the Company) known to the Company owned beneficially more than five percent (5%) of the outstanding shares of its Common Stock except as follows:

 

Name and Address of Beneficial Owner		Amount and Nature of Beneficial Ownership		Percent of Class
Daniel N. Cunningham 2517 West Shaw, Suite 109 Fresno, CA 93711		214,086	(1)	8.30	%
Steven D. McDonald 2975 S. MacDonough Road Sanger, CA 93657		195,180	(2)	7.53	%
Louis McMurray P.O. Box 569 Fresno, CA 93709		304,990	(3)	11.77	%
Donald H. Bruegman 198 Trout Lake Drive Sanger, CA 93657		132,900	(4)	5.16	%

 

(1)                                  Includes 43,560 shares held as trustee for the Bradley and Joanne Quinn Living Trust as to which Mr. Cunningham disclaims beneficial ownership and 61,254 shares held under a power of attorney executed

 

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in favor of Mr. Cunningham by Eric Quinn as to which Mr. Cunningham disclaims beneficial ownership.  Also includes 4,000 shares which may be acquired within 60 days of the Record Date upon the exercise of options granted pursuant to the Central Valley Community Bancorp 2000 Stock Option Plan (the “2000 Plan”).

 

(2)                                  Includes 4,400 shares held as custodian for Mr. McDonald’s minor children, 804 shares held by Mr. McDonald’s spouse, 14,068 shares held in a family trust, 13,196 shares which may be acquired which may be acquired within 60 days of the Record Date upon the exercise of options granted pursuant to the Clovis Community Bank 1992 Stock Option Plan (the “1992 Plan”), and 4,000 shares which may be acquired within 60 days of the Record Date upon the exercise of options granted pursuant to the 2000 Plan.

 

(3)                                  Includes 26,268 shares held as Trustee of the Charles McMurray Living Trust, 26,274 shares held as Trustee of the Jed McMurray Living Trust, 214,252 shares held as Trustee of the Louis McMurray Living Trust, 21,000 shares held as Trustee of the Lou and Dena McMurray Living Trust, 13,196 shares which may be acquired within 60 days of the Record Date upon the exercise of options granted pursuant to the 1992 Plan and 4,000 shares which may be acquired within 60 days of the Record Date upon the exercise of options granted pursuant to the 2000 Plan.

 

(4)                                  Based on information contained in the most recent Acquisition Statement under Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) known to the Company to have been filed by Mr. Bruegman with the Federal Deposit Insurance Corporation (“FDIC”).

 

SECURITY OWNERSHIP OF MANAGEMENT

 

The following table sets forth certain information with respect to those persons nominated by the Board of Directors for election as director at the 2003 Annual Meeting of Shareholders of the Company, and certain Executive Officers of the Company and Central Valley Community Bank (the “Bank”), including Daniel J. Doyle, President and Chief Executive Officer, Gayle Graham, Senior Vice President and Chief Financial Officer, Gary Quisenberry, Senior Vice President, Commercial and Business Banking, Thomas L. Sommer, Senior Vice President and Credit Administrator, and Shirley Wilburn, Senior Vice President, Consumer and Retail Banking (the “Named Executive Officers”), as well as with respect to all directors and executive officers as a group. All of the shares shown in the following table are owned both of record and beneficially except as indicated in the notes to the table. There is no family relationship between any of the directors or principal officers other than Sidney B. Cox and Wanda L. Rogers who are brother and sister.

 

Directors and Nominees, and Officers		Age		Positions Held With the Company		Director or Officer Since		Shares Beneficially Owned as of March 24, 2003
								Number		Percent of Class
Sidney B. Cox		72		Director		2000		23,330	(1)		*
Daniel N. Cunningham		66		Chairman of the Board and Director		2000		214,086	(2)	8.30	%
Edwin S. Darden Jr.		58		Director		2001		24,700	(4)		*
Daniel J. Doyle		56		President, Chief Executive Officer and Director		2000		101,920	(3)	3.83	%

 

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Gayle Graham		56		Senior Vice President and Chief Financial Officer		2000		18,686	(5)		*
Steven D. McDonald		53		Director		2000		195,180	(6)	7.53	%
Louis McMurray		56		Director		2000		304,990	(7)	11.77	%
Gary Quisenberry		51		Senior Vice President, Commercial and Business Banking(12)		2000		10,900	(8)		*
Wanda L. Rogers		70		Director		2000		89,214	(1)	3.46	%
William S. Smittcamp		50		Director		2000		58,304	(1)	2.26	%
Thomas L. Sommer		55		Senior Vice President and Credit Administrator		2000		33,518	(9)	1.30	%
Joseph B. Weirick		64		Director		2000		70,672	(10)	2.74	%
Shirley Wilburn		60		Senior Vice President, Consumer and Retail Banking(12)		2000		7,200	(11)		*
All directors and executive officers of the Company and the Bank as a group (13 in number)								1,152,700		41.61	%

 

*Beneficial ownership does not exceed one percent of common stock outstanding.

 

(1) Includes 4,000 shares which may be acquired upon the exercise of options granted pursuant to the 2000 Plan.

 

(2) See Principal Shareholders, note (1).

 

(3) Includes 25,000 shares which may be acquired upon the exercise of options granted pursuant to the 1992 Plan. Also, includes 64,800 shares which may be acquired upon the exercise of options granted pursuant to the 2000 Plan.

 

(4) Includes 2,000 shares which may be acquired upon the exercise of options granted pursuant to the 2000 Plan.

 

(5) Includes 3,000 shares which may be acquired upon the exercise of options granted pursuant to the 1992 Plan. Also includes 15,686 shares which may be acquired upon the exercise of options granted pursuant to the 2000 Plan.

 

(6) See Principal Shareholders, note (2).

 

(7) See Principal Shareholders, note (3).

 

(8) Includes 9,600 shares which may be acquired upon the exercise of options granted pursuant to the 1992 Plan. Also includes 800 shares which may be acquired upon exercise of options granted pursuant to the 2000 Plan.

 

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(9) Includes 7,800 shares which may be acquired upon the exercise of options granted pursuant to the 1992 Plan. Also includes 5,960 shares which may be acquired upon exercise of options granted pursuant to the 2000 Plan.

 

(10) Includes 3,058 shares owned of record by Mr. Weirick’s wife, 15,844 shares owned of record by a child and 4,000 shares which may be acquired upon the exercise of options granted pursuant to the 2000 Plan.

 

(11) Includes 6,400 shares which may be acquired upon the exercise of options granted pursuant to the 1992 Plan. Also includes 800 shares which may be acquired upon exercise of options granted pursuant to the 2000 Plan.

 

(12) Mr. Quisenberry and Mrs. Wilburn are officers of the Bank only.

 

SIGNATURES

 

Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

	CENTRAL VALLEY COMMUNITY BANCORP
Date: May 20, 2003	By:	/s/ Daniel J. Doyle
	Daniel J. Doyle President and Chief Executive Officer (principal executive officer)

 

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I, Daniel J. Doyle, certify that:

 

1.               I have reviewed this annual report on Form 10-KSB/A of CENTRAL VALLEY COMMUNITY BANCORP; and

 

2.               Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report.

 

 

/s/ Daniel J. Doyle		Date: May 20, 2003
Daniel J. Doyle, President and Chief Executive Officer and Director (principal executive officer)

 

 

I, Gayle Graham, certify that:

 

1.               I have reviewed this annual report on Form 10-KSB/A of CENTRAL VALLEY COMMUNITY BANCORP; and

 

2.               Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report.

 

 

/s/ Gayle Graham		Date: May 20, 2003
Gayle Graham, Senior Vice President and Chief Financial Officer (principal accounting officer and principal financial officer)

 

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