10-K/A 1 sjqu2008form10-kamendment1.htm SJQU FORM 10-K/A (AMENDMENT NO. 1) sjqu2008form10-kamendment1.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A
Amendment No. 1

(Mark one)

þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended
December 31, 2008

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number 000-52165

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

California
(State or other jurisdiction of incorporation or organization)

20-5002515
(I.R.S. Employer Identification No.)

 
1000 Truxtun Ave, Bakersfield, California  93301 
(Address of principal executive offices)  (Zip Code) 

(661) 281-0360
(Registrant’s telephone number, including area code)

Common Stock (no par value)
(Securities registered pursuant to section 12(g) of the Act)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No þ

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 þ 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 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 a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ¨ Accelerated filer þ
Non-accelerated filer ¨ (Do not check if a smaller reporting company) Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No þ

The aggregate market value of the Common Stock held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and average ask price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter was approximately $70,277,302. Shares of Common Stock held by each executive officer and director of the registrant have been excluded, in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

The number of shares outstanding of Common Stock was 3,936,529 as of March 11, 2009.


DOCUMENTS INCORPORATED BY REFERENCE

Portions of the definitive Proxy Statement relating to the registrant’s Annual Meeting of Shareholders, to be held May 26, 2009, are incorporated by reference in Items 10, 11, 12, 13, and 14 of Part III to the extent described therein.

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A amends the Company's Annual Report on Form 10-K for the year ended December 31, 2008, filed with the Securities and Exchange Commission on March 16, 2009. This Amendment is being filed solely to correct an inadvertent error in Item 6, “Selected Financial Data” and to include information about the Company’s executive officers and code of ethics in Item 10, “Directors, Executive Officers and Corporate Governance”, which was inadvertently omitted.

In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by our principal executive officer and principal financial officer are filed as exhibits to this Form 10-K/A under Item 15 of Part IV hereof.

This Amendment No. 1 on Form 10-K/A does not modify or update the disclosures set forth in the Original Filing, including the financial statements and notes to the financial statements set forth in the 2008 Form 10-K, other than as described above.


PART II

ITEM 6. SELECTED FINANCIAL DATA

The following table presents selected financial information, including share and per share information. The selected financial and other data as of and for the five years ended December 31, 2008 is derived in part from the audited Consolidated Financial Statements of the Company presented elsewhere in this annual report on Form 10-K. The selected financial data set forth below should be read in conjunction with, and is qualified in its entirety by, the Consolidated Financial Statements of the Company, including the related notes included elsewhere herein.

            At December 31,         
   
(data in thousands, except per share data)    2008    2007    2006    2005    2004 
   
 
 
 
 
   Total Assets    $ 936,008    $ 868,728    $ 748,930    $ 627,098    $ 496,746 
   Cash & Due from banks    31,607    26,209    31,869    24,355    24,082 
   Federal Funds Sold    520    -    4,250    1,700    - 
   Securities available-for-sale    6,335    6,433    7,072    2,428    2,494 
   Securities held-to-maturity    89,177    106,858    140,822    167,636    122,912 
   Total Loans, gross    774,512    700,068    537,761    408,950    326,879 
   Allowance for loan losses    15,537    9,268    8,409    7,003    5,487 
   Deferred loan fees    1,514    1,610    1,353    1,550    1,023 
   Investment in real estate    513    577    643    710    686 
   Total deposits    767,458    716,073    642,654    575,533    442,976 
   Federal funds purchased and securities sold                     
       under agreements to repurchase    -    -    -    -    8,663 
   FHLB Advances    48,400    61,800    32,200    -    - 
   Long-term debt and other borrowings    17,076    17,087    17,098    6,797    6,805 
   Total shareholders' equity    56,372    55,428    45,866    39,192    33,110 
 
Selected Statement of Operations Data:    2008    2007    2006    2005    2004 
   
 
 
 
 
   Interest income    $ 51,491    $ 55,657    46,528    32,269    22,055 
   Interest expense    18,211    25,312    17,828    9,046    3,615 
   Net interest income before                     
        provision for loan losses    33,280    30,345    28,700    23,223    18,440 
   Provision for loan losses    16,644    900    1,730    1,200    1,200 
   Net interest income after                     
        provision for loan losses    16,636    29,445    26,970    22,023    17,240 
   Noninterest income    3,482    3,128    3,075    2,711    3,070 
   Noninterest expense    17,484    16,222    15,205    13,368    11,427 
   Income before taxes    2,634    16,351    14,840    11,366    8,883 
   Income tax expense    165    6,933    6,366    4,742    3,475 
   Net income    2,469    9,418    $ 8,474    $ 6,624    $ 5,408 
 
Share Data:    2008    2007    2006    2005    2004 
   
 
 
 
 
Net income per share (basic) (1)    $ 0.63    $ 2.43    $ 2.22    $ 1.76    $ 1.45 
Net income per share (diluted) (1)    $ 0.61    $ 2.31    $ 2.08    $ 1.65    $ 1.36 
Book Value per share (1)(2)    $ 14.32    $ 14.25    $ 11.96    $ 10.37    $ 8.86 
Cash dividend per share (1)    $ 0.27    $ 0.25    $ 0.22    $ 0.20    $ 0.18 
Weighted average common shares outstanding (1)    3,929,879    3,207,021    3,159,819    3,110,345    3,079,877 
Period end shares outstanding (1)    3,936,529    3,214,838    3,169,293    3,123,542    3,087,395 

1)      Reflects the effect of the 10% stock dividend paid on March 17, 2008.
 
2)      Shareholders' equity divided by shares outstanding
 

1


            At December 31,         
   
Key Operating Ratios:    2008    2007    2006    2005    2004 
   
 
 
 
 
Performance ratios:                     
   Return on Average Equity (1)    4.21%    18.76%    19.48%    18.43%    17.69% 
   Return on Average Assets (2)    0.28%    1.21%    1.26%    1.18%    1.17% 
   Net interest spread (3)    3.38%    3.12%    3.47%    3.70%    4.06% 
   Net interest margin (4)    4.01%    4.20%    4.60%    4.51%    4.43% 
   Efficiency ratio (5)    47.56%    48.46%    47.85%    51.55%    53.12% 
   Net loans (6) to total deposits    98.70%    96.25%    82.16%    69.57%    72.32% 
   Dividend payout ratio (7)    42.86%    10.11%    9.84%    11.34%    12.50% 
   Average shareholders' equity to                     
       average total assets    6.60%    6.45%    6.45%    6.41%    6.64% 
 
Asset Quality Ratios:                     
   Nonperforming and restructured loans                     
       to total loans (8)    5.76%    0.73%    0.03%    0.18%    0.63% 
   Nonperforming and restructured assets                     
       to total loans and OREO (9)    5.76%    0.73%    0.15%    0.35%    0.84% 
   Net charge-offs to average total loans    1.41%    0.01%    0.07%    0.17%    0.17% 
   Allowance for loan losses to total loans    2.01%    1.33%    1.57%    1.72%    1.68% 
   Allowance for loan losses to                     
       nonperforming and restructured loans    34.89%    182.87%    5496.08%    963.27%    267.53% 
 
Capital Ratios:                     
   Tier 1 capital to adjusted total assets    7.68%    8.05%    8.24%    6.44%    6.66% 
   Tier 1 capital to total risk weighted assets    8.27%    8.49%    9.16%    8.03%    8.68% 
   Total capital to total risk weighted assets    10.25%    10.43%    11.37%    10.51%    11.50% 

1)      Net income divided by average shareholders' equity.
 
2)      Net income divided by average assets.
 
3)      Dollar weighted average interest income yield less dollar weighted average interest expense rate.
 
4)      Net interest income divided by average interest-earning assets.
 
5)      Noninterest expense as a percentage of the sum of net interest income before provision for loan losses and noninterest income excluding securities gains and losses.
 
6)      Total gross loans less the allowance for loan losses, deferred fees and related costs.
 
7)      Dividends declared per share as a percentage of net income per share.
 
8)      Nonperforming loans consist of nonaccrual loans and loans past due 90 days or more and still accruing.
 
9)      Nonperforming assets consist of nonperforming and restructured loans and other real estate owned (OREO).
 

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information about our Directors is incorporated by reference from the information contained under the captions “Board of Directors and Committees” and “Proposal 1 – Election of Directors” in our Proxy Statement for the 2009 Annual Meeting. Information about compliance with Section 16(a) of the Exchange Act is incorporated by reference from the discussion under the heading Section 16(a) Beneficial Ownership Reporting Compliance in our Proxy Statement for the 2009 Annual Meeting. Our Proxy Statement for the 2009 Annual Meeting will be filed pursuant to Regulation 14A of the Exchange Act.

Executive Officers

The executive officers of San Joaquin Bancorp and San Joaquin Bank serve at the pleasure of the Board of Directors and are subject to annual appointment by the Board at its first meeting following the Annual Meeting of Shareholders. It is anticipated that each of the executive officers listed below will be reappointed to serve in such capacities at that meeting.

Name of Executive

Bruce Maclin

Position

Mr. Maclin, age 67, has served as the Chairman of the Board of Directors and Chief Executive Officer of Bancorp since 2006. He has been the Chairman of the Board of the Bank since 1980 and has served in an executive capacity since 1995. Mr. Maclin graduated from University of California at Berkeley (A.B. 1964) and the University of California at Berkeley School of Law (Boalt Hall) (J.D. 1967).

 

Bart Hill

 

 

Mr. Hill, age 59, has served as a Director and the President of Bancorp since 2006. He has been the Bank’s President and Chief Executive Officer and served as a member of the Bank’s Board of Directors since 1987. Mr. Hill earned a B.A. in Economics at University of California, Santa Barbara, and an M.S. in Agriculture Economics at University of California, Davis. Mr. Hill serves as a member of the board of directors of The Bakersfield Californian.

 

Stephen M. Annis

Mr. Annis, age 61, has been the Executive Vice President, Chief Financial Officer and Corporate Secretary of Bancorp since 2006. He has been employed by the Bank since 1986 and currently serves as the Bank’s Executive Vice President, Chief Financial Officer and Corporate Secretary. Mr. Annis graduated Magna Cum Laude from Pepperdine University, earning a Bachelor’s degree in Administrative Science and Master’s degree in Business Administration. Mr. Annis also holds a California Community College Instructor’s Credential in Business and Industrial Management. In June 2001, Mr. Annis was awarded the Certified Risk Professional (CRP) designation conferred by The Bank Administration Institute.

 

John Ivy

Mr. Ivy, age 63, has been employed by the Bank since 1982 and currently serves as the Bank’s Executive Vice President and Chief Credit Officer. Mr. Ivy received his B.A. in Economics from University of California, Los Angeles.


The Bancorp has adopted a Code of Ethics (as defined in Item 406 of Regulation S-K of the Securities Act of 1933) that is applicable to its senior financial officers including its chief executive officer, chief financial officer, and principal accounting officer. This Code of Ethics has been filed as Exhibit 14.1 to this Annual Report on Form 10-K.

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PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)      The following documents are filed as part of this Annual Report on Form 10-K:
 
  (1)      Financial Statements. See index to financial statements in Item 8.
 
  (2)      Financial Statement Schedules. All financial statement schedules as required by Item 8 and Item 15(d) of Form 10-K have been omitted because the information requested is either not applicable or has been included in the Consolidated Financial Statements or notes thereto.
 
  (3)      Exhibits. The exhibits listed under Item 15(b) hereof are filed or furnished with, or incorporated by reference into, this Annual Report on Form 10-K.
 
(b)      Exhibits
 
Exhibit   
Number  Description of Exhibit 

2.1      Agreement and Plan of Reorganization dated May 9, 2006. (Incorporated by reference from exhibit 2.1 filed with Form 10-K filed on March 16, 2007).
 
3.1      Articles of Incorporation of the Registrant. (Incorporated by reference from exhibit 3.1 filed with Form 8-K 12(g)3 filed on August 4, 2006).
 
3.2      Bylaws of the Registrant (Incorporated by reference from exhibit 3.2 filed with Form 8-K 12(g)3 filed on August 4, 2006).
 
3.2(a)
First Amendment of the Bylaws of the Registrant dated November 21, 2006. (Incorporated by
reference from exhibit 3.2(a) filed with Form 10-K filed on March 16, 2007)
   
4.1      Specimen Common Stock Certificate of the Registrant. (Incorporated by reference from exhibit 4.1 filed with Form 8-K 12(g)3 filed on August 4, 2006).
 
4.2      Indenture, dated as of September 1, 2006, between San Joaquin Bancorp and Wilmington Trust Company, as Trustee (Incorporated by reference from exhibit 10.1 filed with Form 8-K filed on September 6, 2006)
 
4.3      Instruments defining the rights of Security Holders, Including Indentures. Pursuant to Securities and Exchange Commission Reg. §229.601(b)(4)(iii)(A), the Registrant agrees to furnish a copy of the following instruments to the Securities and Exchange Commission upon request:
 
  (i)      Purchase Agreement by and between Registrant and NBC Capital Markets Group, Inc., dated April 5, 2004;
 
  (ii)      Indenture by and between Registrant and Wilmington Trust Company, as trustee, dated April 5, 2004;
 
  (iii)      First supplemental indenture dated July 28, 2006 to the indenture dated as of April 5, 2004, between San Joaquin Bank and Wilmington Trust Company, as trustee; and
 
  (iv)      Form of $6,000,000 Floating Rate Subordinated Note due 2019 dated April 5, 2004.
 
10.1*    San Joaquin Bancorp 2008 Stock Incentive Plan (incorporated herein by reference to Appendix C of 
the Registrant’s Definitive Proxy Statement on Schedule 14A, filed April 16, 2008)
 
10.2*    San Joaquin Bancorp Stock Option Plan. (Incorporated by reference from exhibit 10.1 filed with Form 
    10-K filed on March 16, 2007) 

4


 

Exhibit     
Number    Description of Exhibit 
 
10.3*    San Joaquin Bancorp 1999 Stock Incentive Plan. (Incorporated by reference from exhibit 10.2 filed 
    with Form 10-K filed on March 16, 2007) 
 
10.4*    First amendment to the San Joaquin Bancorp 1999 Stock Incentive Plan. (Incorporated by reference 
    from exhibit 10.3 filed with Form 10-K filed on March 16, 2007) 
 
10.5*    Amended and Restated Executive Salary Continuation Agreement dated June 18, 2004 
    between San Joaquin Bank and Bruce Maclin (Incorporated by reference from exhibit 99.11 
    filed with Form 8-K 12(g)3 filed on August 4, 2006). 
 
10.5(a)*

First Amendment to Amended and Restated Executive Salary Continuation Agreement dated
December 19, 2006 between San Joaquin Bancorp and Bruce Maclin. (Incorporated by reference from
exhibit 10.6(a) filed with Form 10-K filed on March 16, 2007)
 
10.5(b)*    Second Amendment to Amended and Restated Executive Salary Continuation Agreement dated 
    December 29, 2008 between San Joaquin Bancorp and Bruce Maclin. 
 
10.6*    Amended and Restated Executive Salary Continuation Agreement dated June 18, 2004 
    between San Joaquin Bank and Bart Hill (Incorporated by reference from exhibit 99.12 filed 
    with Form 8-K 12(g)3 filed on August 4, 2006). 
 
10.6(a)*    First Amendment to Amended and Restated Executive Salary Continuation Agreement dated 
    December 19, 2006 between San Joaquin Bancorp and Bart Hill. (Incorporated by reference from 
    exhibit 10.7(a) filed with Form 10-K filed on March 16, 2007) 
 
10.6(b)*    Second Amendment to Amended and Restated Executive Salary Continuation Agreement dated 
    December 29, 2008 between San Joaquin Bancorp and Bart Hill 
 
10.7*    Amended and Restated Executive Salary Continuation Agreement dated June 13, 2003 
    between San Joaquin Bank and Stephen Annis (Incorporated by reference from exhibit 99.13 
    filed with Form 8-K 12(g)3 filed on August 4, 2006). 
 
10.9(a)*    First Amendment to Amended and Restated Executive Salary Continuation Agreement dated 
    December 19, 2006 between San Joaquin Bancorp and Stephen Annis. (Incorporated by reference from 
    exhibit 10.8(a) filed with Form 10-K filed on March 16, 2007) 
 
10.7(b)*    Second Amendment to Amended and Restated Executive Salary Continuation Agreement dated 
    January 25, 2007 between San Joaquin Bancorp and Stephen Annis. (Incorporated by reference from 
    exhibit 10.8(b) filed with Form 10-K filed on March 16, 2007) 
 
10.7(c)*    Third Amendment to Amended and Restated Executive Salary Continuation Agreement dated 
    December 30, 2008 between San Joaquin Bancorp and Stephen Annis. 
 
10.8*    Amended and Restated Executive Salary Continuation Agreement dated June 11, 2003 
    between San Joaquin Bank and John W. Ivy (Incorporated by reference from exhibit 99.14 
    filed with Form 8-K 12(g)3 filed on August 4, 2006). 
 
10.8(a)*    First Amendment to Amended and Restated Executive Salary Continuation Agreement dated 
    December 19, 2006 between San Joaquin Bancorp and John Ivy. (Incorporated by reference from 
    exhibit 10.9(a) filed with Form 10-K filed on March 16, 2007) 

 

5


Exhibit   
Number    Description of Exhibit
   
10.8(b)*

Second Amendment to Amended and Restated Executive Salary Continuation Agreement dated
January 25, 2007 between San Joaquin Bancorp and John Ivy. (Incorporated by reference from exhibit
10.9(b) filed with Form 10-K filed on March 16, 2007)
 
10.8(c)*    Third Amendment to Amended and Restated Executive Salary Continuation Agreement dated 
    December 30, 2008 between San Joaquin Bancorp and John Ivy. 
  
10.9*    Change in Control Agreement dated January 28, 1999 between San Joaquin Bank and Bruce 
    Maclin (Incorporated by reference from exhibit 99.15 filed with Form 8-K 12(g)3 filed on 
    August 4, 2006). 
  
10.9(a)*    First Amendment to Change in Control Agreement dated June 7, 2001 between San Joaquin 
    Bank and Bruce Maclin (Incorporated by reference from exhibit 99.16 filed with Form 8- 
    K12(g)3 filed on August 4, 2006). 
  
10.9(b)*    Second Amendment to Change in Control Agreement dated April 30, 2003 between San 
    Joaquin Bank and Bruce Maclin (Incorporated by reference from exhibit 99.17 filed with 
    Form 8-K 12(g)3 filed on August 4, 2006). 
  
10.10*    Change in Control Agreement dated January 28, 1999 between San Joaquin Bank and Bart 
Hill (Incorporated by reference from exhibit 99.18 filed with Form 8-K 12(g)3 filed on
    August 4, 2006). 
  
10.10(a)*    First Amendment to Change in Control Agreement dated June 7, 2001 between San Joaquin 
    Bank and Bart Hill (Incorporated by reference from exhibit 99.19 filed with Form 8-K 12(g)3 
    filed on August 4, 2006). 
  
10.10(b)*    Second Amendment to Change in Control Agreement dated April 30, 2003 between San 
    Joaquin Bank and Bart Hill (Incorporated by reference from exhibit 99.20 filed with Form 8- 
    K12(g)3 filed on August 4, 2006). 
 
10.11*
Change in Control Agreement dated June 7, 2001 between San Joaquin Bank and Stephen
Annis (Incorporated by reference from exhibit 99. 12 filed with Form 8-K 12(g)3 filed on August 4, 2006).
   
10.11(a)*    First Amendment to Change in Control Agreement dated April 30, 2003 between San Joaquin 
    Bank and Stephen Annis (Incorporated by reference from exhibit 99.22 filed with Form 8- 
    K12(g)3 filed on August 4, 2006) 
  
10.12*    Change in Control Agreement dated June 7, 2001 between San Joaquin Bank and John W. Ivy 
    (Incorporated by reference from exhibit 99.23 filed with Form 8-K 12(g)3 filed on August 4, 
    2006). 
  
10.12(a)*    First Amendment to Change in Control Agreement dated April 30, 2003 between San Joaquin 
    Bank and John W. Ivy (Incorporated by reference from exhibit 99.24 filed with Form 8- 
    K 12(g)3 filed on August 4, 2006). 
  
10.13*    Statement relating to the payment of club dues for Executive Officers. (Incorporated by 
    reference from exhibit 99.29 filed with Form 8-K 12(g)3 filed on August 4, 2006). 
  
10.14*    Statement relating to the travel and entertainment allowance for Bruce Maclin and Bart Hill. 
  
10.15*    Agreement dated December 19, 2008 between San Joaquin bank and Melvin D. Atkinson. 
    (Incorporated by reference from exhibit 10.1 filed with Form 8-K filed on December 23, 2008) 

 

6


Exhibit   
Number    Description of Exhibit
   
10.16
 
Agreement dated October 22, 2005 between San Joaquin Bank and Continental Stock Transfer and Trust
Company regarding the appointment of Continental Stock Transfer and Trust Company as the Bank's
transfer agent. (Incorporated by reference from exhibit 99.27 filed with Form 8-K 12(g)3 filed on August 4, 2006).
 
10.17
 
Guarantee Agreement, dated as of September 1, 2006, between San Joaquin Bancorp, as Guarantor, and
Wilmington Trust Company, as Guarantee Trustee (Incorporated by reference from exhibit 10.2 filed with
Form 8-K filed on September 6, 2006).
 
10.18
 
  Amended and Restated Declaration of Trust of San Joaquin Bancorp Trust #1, dated as of September 1, 2006.
(Incorporated by reference from exhibit 10.3 filed with Form 8-K filed on September 6, 2006)
 
10.19
 
Purchase Agreement dated December 21, 2006 between San Joaquin Bancorp and The David R. Wilson
Revocable Trust Dated January 26, 1994 (Incorporated by reference from exhibit 10.1 filed with Form 8-K filed
on March 12, 2007)
 
10.20
 
Purchase Agreement dated August 22, 2007 between Farmersville Village Grove Associates and Pacific West
Communities, Inc. (Incorporated by reference from exhibit 10.1 filed with Form 10-Q filed on November 9, 2007)
 
11.1
 
Statement re computation of per share earnings (Incorporated by reference from Note 1 and Note 15 to the
Consolidated Financial Statements).
 
12.1
 
Statements re computation of ratios (Incorporated by reference from Item 8).
 
14.1
 
Code of Ethics. (Incorporated by reference from exhibit 14.1 filed with Form 10-K filed on March 16, 2007)
 
21.1
 
List of Registrant’s Subsidiaries.
 
23.1
 
Consent of Brown Armstrong Accountancy Corporation with respect to financial statements of the Registrant.
 
24.1
 
Power of Attorney (included on signature page).
 
31.1
 
Certification of Chief Executive Officer pursuant to Rule 13a – 14(a) (17CFR 240.13a-14(a)) and Rule 15d-14(a),
as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
31.2
 
Certification of Chief Financial Officer pursuant to Rule 13a – 14(a) (17CFR 240.13a-14(a)) and Rule 15d-14(a),
as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
32.1
 
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 

* Management contract, compensatory plan, or arrangement.

 The Company will furnish to shareholders a copy of any exhibit listed above, but not contained herein, upon written request to:

San Joaquin Bancorp
Corporate Secretary
1000 Truxtun Avenue
Bakersfield, California 93301.


(c) See Item 15(a)(2) above.

7


SIGNATURES

Pursuant to the requirements of sections 13 or 15(d) the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

March 24, 2009
 

 

SAN JOAQUIN BANCORP

By: /S/ BRUCE MACLIN
Chief Executive Officer

 

 

8