-----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, Fckm1ivf0TLOP3IYNXkkQVKLkH2Fws5frWzRDjK+lRxbr23gtHYP4P8KeTyDz/09 96Q5ZXGP8+aW4W416R5kWA== 0001019056-05-000490.txt : 20050505 0001019056-05-000490.hdr.sgml : 20050505 20050505173011 ACCESSION NUMBER: 0001019056-05-000490 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20041231 FILED AS OF DATE: 20050505 DATE AS OF CHANGE: 20050505 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FNB BANCORP/CA/ CENTRAL INDEX KEY: 0001163199 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 922115369 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-49693 FILM NUMBER: 05804765 BUSINESS ADDRESS: STREET 1: 975 EL CAMINO REAL 3RD FL STREET 2: C/O FIRST NATIONAL BANK CITY: S. SAN FRANCISCO STATE: CA ZIP: 94080 BUSINESS PHONE: 6505886800 MAIL ADDRESS: STREET 1: 975 EL CAMINO REAL 3RD FL STREET 2: C/O FIRST NATIONAL BANK CITY: S. SAN FRANCISCO STATE: CA ZIP: 94080 10-K/A 1 fnb_10ka.txt FORM 10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) [X] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2004, or [ ] Transition report pursuant to Section 13 or 15 (d) of Securities Exchange Act of 1934 Commission File No. 000-49693 FNB BANCORP ------------------------------------------------------ (Exact name of registrant as specified in its charter) California 92-2115369 ------------------------------- ------------------------ (State or other jurisdiction of (IRS Employer ID Number) incorporation or organization) 975 El Camino Real, South San Francisco, California 94080 ---------------------------------------------------- ---------- (Address of principal executive offices) (Zip code) (650) 588-6800 ---------------------------------------------------- (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: None -------------------------- Securities registered pursuant to Section 12(g) of the Act: -------------------------- Title of Class: Common Stock, no par value -------------------------- Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 [ ] Indicate by check mark if disclosure of delinquent filers pursuant to item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K, or any amendment to this Form 10-K. [ ] Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes [ ] No [X] Aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter: $73,460,064 Number of shares outstanding of each of the registrant's classes of common stock, as of May 4, 2005 No par value Common Stock - 2,566,332 shares outstanding. DOCUMENTS INCORPORATED BY REFERENCE The following documents are incorporated by reference into this Form 10-K: Part III, Items 10 through 14 from Registrant's definitive proxy statement for the 2005 annual meeting of shareholders. 2 EXPLANATORY NOTE This Amendment No. 1 on Form 10-K/A is being filed to amend the FNB Bancorp Annual Report on Form 10-K for the fiscal year ended December 31, 2004, which was filed with the Securities and Exchange Commission on March 29, 2005. The purpose of this Amendment No. 1 is to file, as exhibits to this Amendment No. 1, the certifications required pursuant to Section 302 of the Sarbanes Oxley Act of 2002, and Rules 13a-14(a) / 15d-14(a), in replacement of the certifications previously filed as Exhibits 31.1 and 31.2 to the FNB Bancorp Form 10-K. Certain references to internal control over financial reporting were inadvertently omitted from the wording of said Exhibits 31.1 and 31.2. Such references were intended to be included and the exhibits being filed with this Amendment No. 1 are to correct the unintended omissions. Other than the corrections made to the wording of Exhibits 31.1 and 31.2, all other information included in the FNB Bancorp Annual Report on Form 10-K, as filed on March 29, 2005, remains unchanged. EXHIBIT INDEX Exhibit Number Description of Exhibits - -------------- ----------------------------------------------------------- 31.1 Certification of Thomas C. McGraw pursuant to Rules 13a-14(a) / 15d-14(a) 31.2 Certification of James B. Ramsey pursuant to Rules 13a-14(a) / 15d-14(a) 3 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. FNB BANCORP Dated: May 4, 2005 By: /s/ THOMAS C. MCGRAW ------------------------------------- Thomas C. McGraw Chief Executive Officer (Principal Executive Officer) Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated. Signature Title Date - --------- ----- ---- /s/ THOMAS C. MCGRAW Director, Chief Executive May 4, 2005 - --------------------------- Officer and Secretary Thomas C. McGraw /s/ JAMES B. RAMSEY Senior Vice President and May 4, 2005 - --------------------------- Chief Financial Officer James B. Ramsey (Principal Financial Officer and Principal Accounting Officer) 4 /s/ DANIEL J. MODENA Director May 4, 2005 - --------------------------- Daniel J. Modena /s/ LISA ANGELOT Director May 4, 2005 - --------------------------- Lisa Angelot /s/ JIM D. BLACK Director and President May 4, 2005 - --------------------------- Jim D. Black /s/ ANTHONY J. CLIFFORD Director and Executive May 4, 2005 - --------------------------- Vice President and Chief Anthony J. Clifford Operating Officer 5 EX-31.1 2 ex31_1.txt EXHIBIT 31.1 Exhibit 31.1 Rule 13a-14(a)/15d-14(a) Certifications I, Thomas C. McGraw, certify that: 1. I have reviewed this annual report on Form 10-K of FNB Bancorp; 2. Based on my knowledge, this 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 report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present 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 report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors : (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: March 25, 2005 /s/ THOMAS C. MCGRAW -------------------------------------------- Thomas C. McGraw Chief Executive Officer EX-31.2 3 ex31_2.txt EXHIBIT 31.2 Exhibit 31.2 Rule 13a-14(a)/15d-14(a) Certifications I, James B. Ramsey, certify that: 1. I have reviewed this annual report on Form 10-K of FNB Bancorp; 2. Based on my knowledge, this 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 report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present 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 report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors : (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: March 25, 2005 /s/ JAMES B. RAMSEY --------------------------------------------- James B. Ramsey Senior Vice President-Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----