10QSB/A 1 j6189_10qsba.htm 10QSB/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-QSB/A

(Mark One)

ý         QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2002

 

o         TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

 

For the transition period from _______ to ________

 

Commission File No. 000-32827

 

COAST BANCORP

(Exact name of Registration as Specified in its Charter)

 

California

 

77-0567091

(State or other jurisdiction of incorporation or organization)

 

(IRS Employer Identification No.)

 

553B Higuera Street, San Luis Obispo, CA 93401

(Address of principal executive offices)

 

(805) 541-0400

(Registrant’s telephone number, including area code)

 

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

 

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

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:

Common Stock — As of November 1, 2002, there were 632,400 shares of the issuer’s common stock outstanding.

Transitional Small Business Disclosure Format

(Check one)

yes: o   no: ý

 

 

 



 

PART II - OTHER INFORMATION

 

 

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

 

(a) An index of exhibits begins on page 17.

(b) On November 4, 2002 the Company filed a Current Report on Form 8-K, reporting that on October 30, 2002, Coast Bancorp issued a press release announcing the declaration of a $0.075 per share cash dividend.  A copy of the press release is attached to this Current Report as Exhibit 99.1 and incorporated into this report by reference.

(c) On October 1, 2002, the Company filed a Current Report on Form 8-K, reporting that on September 27, 2002, Coast Bancorp issued a press release announcing the completion of its  $5 million participation in a trust preferred pooled investment.

 

 

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Signatures

 

In accordance with the requirements of the Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

 

 

 

 

COAST BANCORP

 

 

 

 

 

 

 

 

Date: December 2, 2002

 

 

 

 

 

 

 

 

 

 

 

/s/ Jack Wauchope

 

 

 

 

 

 

Jack Wauchope

 

 

 

 

 

 

Chief Executive Officer

 

 

 

 

 

 

[Principal Executive Officer]

 

 

 

 

 

 

 

 

Date: December 2, 2002

 

 

 

 

 

 

 

 

 

 

 

/s/ Thomas Sherman

 

 

 

 

 

 

Thomas Sherman

 

 

 

 

 

 

Chief Financial Officer

 

 

 

 

 

 

[Principal Financial Officer]

 

 

 

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CERTIFICATION

 

I, Jack C. Wauchope, certify that:

 

1. I have reviewed this quarterly report on form 10-QSB of Coast Bancorp;

 

2. Based on my knowledge, this quarterly 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 quarterly report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly presents in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly period.

 

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13-a-14 and 15d-14) for the registrant and we have:

 

a.          designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

 

b.         evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90  days prior to the filing date of this quarterly report (the “Evaluation Date”); and

 

c.          presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

 

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

 

a.     all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weakness in internal controls; and

 

b.  any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

 

6. The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or if other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

 

Date: December 2, 2002

 

 

 

 

BY:

/s/ Jack C. Wauchope

 

 

 

 

 

 

Jack C. Wauchope

 

 

 

 

 

 

Chairman & CEO

 

 

 

 

 

 

Principal Executive Officer

 

 

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CERTIFICATION

 

I, Thomas Sherman, certify that:

 

1. I have reviewed this quarterly report on form 10-QSB of Coast Bancorp;

 

2. Based on my knowledge, this quarterly 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 quarterly report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly presents in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly period.

 

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13-a-14 and 15d-14) for the registrant and we have:

 

a.          designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

 

b.         evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

 

c.          presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

 

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

 

a.  all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weakness in internal controls; and

 

b.  any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

 

6. The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or if other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

 

Date: December 2, 2002

 

 

 

 

BY

/s/ Thomas Sherman

 

 

 

 

 

 

Thomas Sherman

 

 

 

 

 

 

President & Chief Financial Officer

 

 

 

 

 

 

Principal Financial Officer

 

 

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EXHIBIT INDEX

 

 

 

Exhibit No.

 

Description

 

 

 

11

 

Statement re: computation of per share earnings is included in Note 2 to the unaudited condensed consolidated financial statements of Registrant. (Previously filed)

 

 

 

99.1

 

Certificate of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350

 

 

 

99.2

 

Certificate of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350

 

 

 

 

 

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