-----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, PL6qTVV8AYp6hG4b/xOzqEWidbl+cbZMra+8OVjJfrbS6qViN88gUlLzcjNC+1mI FExy+a/ZATCUPu7zp6YrCA== 0001368883-07-000003.txt : 20070201 0001368883-07-000003.hdr.sgml : 20070201 20070131182742 ACCESSION NUMBER: 0001368883-07-000003 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070125 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070201 DATE AS OF CHANGE: 20070131 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SAN JOAQUIN BANCORP CENTRAL INDEX KEY: 0001368883 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 205002515 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-52165 FILM NUMBER: 07569432 BUSINESS ADDRESS: STREET 1: 1000 TRUXTUN AVENUE CITY: BAKERSFIELD STATE: CA ZIP: 93301 BUSINESS PHONE: 661-281-0360 MAIL ADDRESS: STREET 1: 1000 TRUXTUN AVENUE CITY: BAKERSFIELD STATE: CA ZIP: 93301 8-K 1 form8k_20070131.htm FORM 8-K form8k_20070131.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 event reported): January 25, 2007

SAN JOAQUIN BANCORP
(Exact name of registrant as specified in charter)

California    000-52165    20-5002515 



(State or Other Jurisdiction    (Commission File Number)    (IRS Employer 
of Incorporation)        Identification No.) 

____1000 Truxtun Avenue, Bakersfield, California 93301 ____

(Address of Principal Executive Offices) (Zip Code)

661-281-0360

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨    Soliciting 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))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 25, 2007, based upon the recommendation of the Registrant's Compensation Committee (the "Committee"), the Registrant’s Board of Directors (the "Board") set fiscal year 2007 base salaries and approved bonus awards to be paid to the Company’s Chairman of the Board & CEO, Bruce Maclin and the President, Bart Hill, and the Company’s two other highest paid executive officers (together with the Chairman of the Board and the President, the “Named Executive Officers”) in connection with performance for the year ended December 31, 2006. The following table shows the amounts of these awards, together with the base salaries of the Named Executive Officers for the 12-month period beginning January 1, 2007:

Name    Title    Salary    Bonus 




Bruce Maclin    Chairman of the Board & CEO    $ 327,209    $ 395,725 
Bart Hill    President               327,209    395,725 
Stephen Annis    Executive Vice President & Chief         
    Financial Officer               147,653    62,960 
John Ivy    Executive Vice President & Chief         
    Credit Officer               147,653    62,960 

The Board also approved, based upon the recommendation of the Committee, a travel and entertainment allowance of $25,000 each for Mr. Maclin and Mr. Hill for the year commencing January 1, 2007. They will also receive gross-up payments for federal and state taxes which may be incurred by them as a result of using the travel and entertainment allowance.

On January 25, 2007, the Board, based upon the recommendation of the Committee, amended its Amended and Restated Executive Salary Continuation Agreements, dated as of December 19, 2006 with Stephen Annis and John Ivy to increase, from 65% to 75%, the percentage of the annual benefit payable to each of the executive's spouse in the event of the death of the Executive. The amendment also provides that in the event of the death of both the executive and their spouse, the named beneficiary will receive the applicable percentage of the annual benefit for five (5) years from the executive's retirement date.

The Company will provide additional information related to executive compensation in its proxy statement for its 2007 Annual Meeting of Shareholders to be held on May 16, 2007 for shareholders of record as of March 27, 2007.

Item 8.01 Other Events.

On January 25, 2007, the Board declared a cash dividend of $0.27 per common share. The dividend is payable to shareholders of record as of February 28, 2007 and is payable on March 15, 2007. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by this reference.

Item 9.01. Financial Statements and Exhibits.

(c) The following exhibits are included with this Report:
Exhibit 99.1 Press release dated January 31, 2007.


SIGNATURES

Pursuant to the requirements 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 hereunto duly authorized.

SAN JOAQUIN BANCORP

By: /S/ Stephen Annis
Executive Vice President and
Chief Financial Officer

Date: January 31, 2007


EX-99 2 ex991.htm EXHIBIT 99.1 ex991.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

Exhibit 99.1

San Joaquin Bancorp

Administrative Offices

1000 Truxtun Avenue    Phone: (661) 281-0360 
Bakersfield, CA 93301    Fax: (661) 281-0366 

News Release

San Joaquin Bancorp Increases Cash Dividend by 12.5%

BAKERSFIELD, CA – (Business Wire) – January 31, 2007 – San Joaquin Bancorp (OTCBB: SJQU):

San Joaquin Bancorp, the “Company”, today announced that its Board of Directors has declared its regular annual cash dividend to shareholders of $.27 per share. The dividend is payable to shareholders of record as of February 28, 2007 and will be paid on March 15, 2007.

Bart Hill, President, said, "It has been an exciting year and the Board of Directors is pleased to be able to provide the shareholders with a dividend increase of $.03 per share, up 12.5% from 2006. The increase reflects the strong and steady performance of the Company over the last 26 years."

The Company has paid annual cash dividends since 1999. The dividend has increased by approximately 10% each year.

San Joaquin Bancorp, with $747 million in assets as of December 31, 2006, is the parent company of San Joaquin Bank, a state-chartered bank headquartered in Bakersfield, California.

FORWARD-LOOKING INFORMATION:

The following appears in accordance with the Private Securities Litigation Reform Act of 1995:

This press release contains forward-looking statements about San Joaquin Bancorp for which it claims the protection of the safe harbor provisions contained in the Private Securities Litigation Reform Act of 1995, including statements with regard to descriptions of our plans or objectives for future operations, products or services, and forecasts of our revenues, earnings or other measures of economic performance. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include the words "believe," "expect," "anticipate," "intend," "plan," "estimate," or words of similar meaning, or future or conditional verbs such as "will," "would," "should," "could," or "may." Forward-looking statements, by their nature, are subject to risks and uncertainties. A number of factors -- many of which are beyond our control -- could cause actual


conditions, events or results to differ significantly from those described in the forward-looking statements and reported results should not be considered an indication of our future performance. Some of these risk factors include, among others, certain credit, market, operational and liquidity risks associated with our business and operations, changes in business and economic conditions in California and nationally, rising interest rates, potential acts of terrorism (which are beyond our control), volatility of rate sensitive deposits and assets, value of real estate collateral securing many of our loans, accounting estimates and judgments, compliance costs associated with the company’s internal control structure and procedures for financial reporting. These risk factors are not exhaustive and additional factors that could have an adverse effect on our business and financial performance are set forth under “Risk Factors” and elsewhere in this quarterly report and in our annual report on Form 10-K.

Forward-looking statements speak only as of the date they are made. We do not undertake to update forward-looking statements to reflect circumstances or events that occur after the date forward-looking statements are made.

Contact:

Bart Hill
President
(661) 281-0300

Stephen M. Annis
Executive Vice-President & CFO
(661) 281-0360
www.sjbank.com


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