-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LsnHjedRpCcVfTdELP5qpGCsa0QiHoDmYRxwizUQPKy1Y0RcYMBJYZmly93TD8wz qCuX58mQvrcj1ubq9vc96w== 0001047469-98-012595.txt : 19980331 0001047469-98-012595.hdr.sgml : 19980331 ACCESSION NUMBER: 0001047469-98-012595 CONFORMED SUBMISSION TYPE: 10KSB40 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980330 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROSEVILLE 1ST COMMUNITY BANCORP CENTRAL INDEX KEY: 0001038423 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 943268023 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10KSB40 SEC ACT: SEC FILE NUMBER: 333-06840 FILM NUMBER: 98579678 BUSINESS ADDRESS: STREET 1: 1801 DOUGLAS BLVD CITY: ROSEVILLE STATE: CA ZIP: 95661 BUSINESS PHONE: 9167733333 MAIL ADDRESS: STREET 1: P O BOX 1368 CITY: ROSEVILLE STATE: CA ZIP: 95678-8368 10KSB40 1 10KSB40 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- FORM 10-KSB (Mark One) / X / ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the fiscal year ended December 31, 1997 / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from __________ to _________ COMMISSION FILE NUMBER 333-06840 ROSEVILLE 1ST COMMUNITY BANCORP (Exact name of registrant as specified in its charter)
CALIFORNIA 94-3268023 (State or other jurisdiction of (I.R.S. Employer Identification No.) Incorporation or organization)
1801 Douglas Boulevard Roseville, California 95661 --------------------------- (Address of principal executive offices) Issuer's telephone number: (916) 773-3333 --------------- Securities registered pursuant to Section 12(b) of the Exchange Act: None Securities registered pursuant to Section 12(g) of the Exchange Act: Common Stock, par value $0.01 per share (Title of Class) Check whether the issuer (1) has 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 X No . --- --- Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B 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. [X]. The issuer's revenues for the fiscal year ended December 31, 1997 were $0. As of March 27, 1998, the aggregate market value of the Registrant's voting stock held by nonaffiliates of the Registrant was $0. This calculation does not reflect a determination that certain persons are affiliates of the Registrant for any other purposes. The number of shares of Common Stock outstanding on March 27, 1998 was 0. DOCUMENTS INCORPORATED BY REFERENCE None Transitional Small Business Disclosure Format: Yes No X ---- ---- -1- PART I, PART II AND PART III Roseville 1st Community Bancorp, a California corporation ("Bancorp"), was formed on April 2, 1997 by Roseville 1st National Bank, a national bank (the "Bank"), which is not a reporting company under the Securities Exchange Act of 1934, as amended, for the sole purpose of becoming the holding company for the Bank, subject to approval of the Federal Reserve Board and the Comptroller of the Currency. The reorganization (involving Bancorp, the Bank and an interim national bank formed solely to effect the reorganization) did not receive the required regulatory approvals until early 1998 and, as a result, was not consummated until March 10, 1998. Accordingly, as of December 31, 1997, Bancorp had no shareholders, no material assets, no material operations and had not engaged in any material transactions. As of March 27, 1998, shares of Bancorp's common stock had not yet been issued to the shareholders of the Bank in exchange for their shares of the Bank's common stock. Thus, as of March 27, 1998, Bancorp had no shareholders. This report on Form 10-KSB is made pursuant to Section 15(d) of the Securities Exchange Act of 1934, as amended, solely because a Registration Statement on Form S-4 was filed on behalf of Bancorp under the Securities Act of 1933, as amended, and became effective on or about May 14, 1997. -2- PART IV ITEM 1. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits: Exhibit Number ------ 2.1(1) Agreement and Plan of Reorganization 3.1(1) Articles of Incorporation. 3.2(1) Bylaws. 4.1(1) See Exhibits 3.1 and 3.2. 21(1) Subsidiaries of Registrant 24.1 Power of Attorney (see page 4 of this report on Form 10-K). - ---------- (1) Filed with the Registrant's Registration Statement on Form S-4 (File No. 333-06840). (b) Reports on Form 8-K: No reports on Form 8-K were filed during the period of this report. -3- SIGNATURES Pursuant to the requirement of Section 13 or 15(d) 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, thereunto duly authorized. ROSEVILLE 1ST COMMUNITY BANCORP DATE: March 26, 1998 By /s/ Richard C. Seeba ------------------------------- Richard C. Seeba President, Chief Executive Officer and Director DATE: March 26, 1998 By /s/ Douglas A. Nordell ------------------------------- Douglas A. Nordell Executive Vice President and Chief Operating Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Richard C. Seeba, Douglas A. Nordell and Thomas C. Warren, and each of them, as his attorney-in-fact, with full power of substitution, for him in any and all capacities, to sign any amendments to this Report on Form 10-KSB and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof. In accordance with the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature Title Date --------- ----- ----- /s/ Richard C. Seeba President, Chief Executive March 27, 1998 - --------------------------------------- Officer (Principal Richard C. Seeba Executive Officer) and Director -4- Signature Title Date --------- ----- ----- /s/ Thomas C. Warren Senior Vice President, March 27, 1998 - --------------------------------------- Chief Financial Officer Thomas C. Warren (Principal Financial and Accounting Officer) and Secretary /s/ Kirk Doyle Director March 27, 1998 - --------------------------------------- Kirk Doyle /s/ Pat I. Abare Director March 27, 1998 - --------------------------------------- Pat I. Abare /s/ Stephen F. Caulkins Director March 27, 1998 - --------------------------------------- Stephen F. Caulkins /s/ Howard Jahn Director March 27, 1998 - --------------------------------------- Howard Jahn /s/ Thomas Manz Director March 27, 1998 - --------------------------------------- Thomas Manz /s/ D. Mark Davis Director March 27, 1998 - --------------------------------------- D. Mark Davis /s/ Ernest E. Johnson Director March 27, 1998 - --------------------------------------- Ernest E. Johnson - --------------------------------------- Director March __, 1998 James Otto /s/ Randall Scagliotti Director March 27, 1998 - --------------------------------------- Randall Scagliotti
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