UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K/A
(Amendment No. 1)
þ ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2006
¨ 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: 0-27384
CAPITAL CORP OF THE WEST
(Exact name of registrant as specified in its charter)
California | 77-0405791 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
550 West Main Street, Merced, California | 95340 | |
(Address of principal executive offices) | (Zip Code) | |
(209) 725-2269 | ||
(Registrant's telephone number, including area code) |
Securities registered under Section 12(b) of the Act:
Title of each class: | Name of each exchange on which registered: |
Common Stock, no par value | Nasdaq |
Preferred Share Purchase Rights | Nasdaq |
Securities registered under Section 12(g) of the Act (Title of Class):
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 and (2) has been subject to such filing requirements for the past 90 days. Yesþ 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. þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ¨ Accelerated filer þ Non-accelerated filer ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.) . Yes ¨ No þ
Aggregate market value of the voting stock held by non-affiliates of the Registrant was $286,791,936.00 (based on the $32.00 closing price per common share on June 30, 2006).
The number of shares outstanding of the Registrant's common stock, no par value, as of February 1, 2007 was 10,776,744.
Documents incorporated by reference:
None
Explanatory Note
We are filing Amendment No. 1 (this “Amendment”) to the Capital Corp of the West (the “Company”) Annual Report on Form 10-K for the year ended December 31, 2006 (the “2006 Form 10-K”), which was originally filed on March 16, 2007, to amend Part IV, Item 15 of our 2006 Form 10-K for the sole purpose of including Exhibit 23.1, the consent of our independent auditors, in the filing.
The exhibits included in the 2006 Form 10-K inadvertently omitted exhibit 23.1, the consent of our independent auditors. This amended 2006 Form 10-K includes the omitted exhibit and Exhibit Index which includes a reference to the consent of our independent auditors as Exhibit 23.1.
No other revisions or amendments have been made to Part IV, Item 15 or to any other portion of the Company’s 2006 Form 10-K. This Amendment does not reflect events occurring after March 16, 2007, the date of the original filing of the 2006 Form 10-K, or modify or update those disclosures that may have been affected by subsequent events.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(b) Exhibits (Numbered in accordance with Item 601 of Regulation S-K)
Exhibit Index
Exhibit Index
The following is a list of all exhibits required by Item 601 of Regulation S-K to be filed as part of this 10-K
Exhibit Number | Exhibit | |
3.1 | Articles of Incorporation as in effect on April 8, 2005 (incorporated by reference to Exhibit 3.2 of Amendment No. 1 to the registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2005). | |
3.2 | Bylaws (incorporated by reference to Exhibit 3.2 of the registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1996) | |
3.3 | Rights Agreement between Capital Corp of the West and Harris Trust Company of California dated as of September 26, 1997, including Form of Right Certificate attached thereto as Exhibit B (incorporated by reference to Exhibit 4 to the registrant’s Registration Statement on Form 8-A filed with the SEC on October 1, 1997). | |
4.1 | Indenture, dated as of February 22, 2001 between Capital Corp of the West, as Issuer, and State Street Bank and Trust Company of Connecticut, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Quarterly Report on Form 10-Q of the registrant for the quarter ended September 30, 2003) | |
4.2 | Amended and Restated Declaration of Trust by and between State Street Bank and Trust Company of Connecticut, National Association, as Trustee, and Capital Corp of the West, as Sponsor (incorporated by reference to Exhibit 4.2 to Quarterly Report on Form 10-Q of the registrant for the quarter ended September 30, 2003) | |
4.3 | Indenture, dated as of December 17, 2003 between Capital Corp of the West, as Issuer, and U S. Bank National Association as Trustee (incorporated by reference to Exhibit 4.3 to Annual Report on Form 10-K of the registrant for the year ended December 31, 2003) | |
4.4 | Amended and Restated Declaration of Trust by and among U. S. Bank National Association, as Institutional Trustee, and Capital Corp of the West, as Sponsor and Kenneth K. Lee, Janey Cabral, and David Curtis, as Administrators, dated as of December 17, 2003 (incorporated by reference to Exhibit 4.4 to Annual Report on Form 10-K of the registrant for the year ended December 31, 2003) | |
10.1 | Employment Agreement between Thomas T. Hawker and Capital Corp. of the West dated January 1, 2002 (incorporated by reference to Exhibit 10 to Quarterly Report on Form 10-Q of the registrant for the Quarter Ended March 31, 2004) | * |
10.2 | Employment Agreement between Thomas T. Hawker and Capital Corp. of the West dated January 1, 2005 (incorporated by reference to Exhibit 10 to Current Report on Form 8-K of the registrant dated November 4, 2004) | * |
10.3 | Form of Severance Agreement for certain executive officers of the registrant (incorporated by reference to Exhibit 99.1 to Current Report on Form 8-K of the registrant dated December 27, 2004) | * |
10.4 | Director Elective Income Deferral Agreement (incorporated by reference to Exhibit 99.1 to Current Report on Form 8-K of the registrant dated December 23, 2004) | * |
10.5 | Director Deferred Compensation Elections (incorporated by reference to Exhibit 99.2 to Current Report on Form 8-K of the registrant dated December 23, 2004) | * |
10.6 | 1992 Stock Option Plan (incorporated by reference to Exhibit 10.6 of the Annual Report on Form 10-K of the registrant for the year ended December 31, 1995). | * |
10.7 | 2002 Stock Option Plan (incorporated by reference to Exhibit A to the registrant’s proxy statement dated March 13, 2002) | * |
10.8 | Salary Continuation Agreement dated July 20, 2005, between Capital Corp of the West and John J. Incandela, Executive Vice President and Chief Credit Officer of the Bank (filed as Exhibit 99.1 to Current Report on Form 8-K of the registrant dated February 14, 2006) | * |
10.9 | Severance Agreement dated June 20, 2005 between Capital Corp of the West and John J. Incandela (Filed as Exhibit 99.2 to Current Report on Form 8-K of the registrant dated February 14, 2006). | * |
10.10 | Change-in-Control Agreement between R. Dale McKinney and Capital Corp of the West (filed as Exhibit 10.6 of the Annual Report on Form 10-K of the registrant for the year ended December 31, 1999). | * |
10.11 | [Reserved] | |
10.12 | Amended Executive Salary Continuation Agreement between senior executive management and Capital Corp of the West. (incorporated by reference to Exhibit 10.10 to Quarterly Report on Form 10-Q of the registrant for the quarter ended September 30, 2003). | * |
10.13 | Press Release of the registrant dated November 29, 2005 announcing acceleration of stock option vesting (incorporated by reference to Exhibit 99.1 to Current Report on Form 8-K of the registrant dated November 29, 2005). | * |
10.14 | Salary Continuation Agreement dated April 1, 2006, between Capital Corp of the West and Katherine Wohlford, Executive Vice President and Chief Administrative Officer of the Bank (filed as Exhibit 99.1 to Current Report on Form 8-K of the registrant dated April 7, 2006, as amended by Amendment No. 1) | * |
10.15 | Severance Agreement dated March 29, 2006 between Capital Corp of the West and Katherine Wohlford (Filed as Exhibit 99.2 to Current Report on Form 8-K of the registrant dated April 7, 2006, as amended by Amendment No. 1). | * |
10.16 | Salary Continuation Agreement dated June 26, 2006, between Capital Corp of the West and Richard de la Pena, Executive Vice President and General Counsel of the Bank (filed as Exhibit 99.1 to Current Report on Form 8-K of the registrant dated July 7, 2006) | * |
10.17 | Severance Agreement dated June 26, 2006 between Capital Corp of the West and Richard de la Pena (Filed as Exhibit 99.2 to Current Report on Form 8-K of the registrant dated July 7, 2006). | * |
10.18 | Salary Continuation Agreement dated June 19, 2006, between Capital Corp of the West and David A. Heaberlin, Executive Vice President and Chief Financial Officer of the Bank (filed as Exhibit 99.1 to Current Report on Form 8-K of the registrant dated July 7, 2006) | * |
10.19 | Severance Agreement dated June 19, 2006 between Capital Corp of the West and David A. Heaberlin (Filed as Exhibit 99.2 to Current Report on Form 8-K of the registrant dated July 7, 2006). | * |
10.20 | Form of Director Elective Income Deferral Agreement (Filed as Exhibit 99.1 to Current Report on Form 8-K of the registrant dated December 15, 2006) | * |
10.21 | Director Elective Income Deferral Agreement between Dorothy Bizzini and the registrant dated December 15, 2006 (Filed as Exhibit 99.1 to Current Report on Form 8-K of the registrant dated December 15, 2006) | * |
10.22 | Director Elective Income Deferral Agreement between David Bonnar and the registrant dated December 15, 2006 (Filed as Exhibit 99.1 to Current Report on Form 8-K of the registrant dated December 15, 2006) | * |
10.23 | Director Elective Income Deferral Agreement between John Fawcett and the registrant dated December 15, 2006 (Filed as Exhibit 99.1 to Current Report on Form 8-K of the registrant dated December 15, 2006) | * |
10.24 | Director Elective Income Deferral Agreement between Jerry E. Callister and the registrant dated December 15, 2006 (Filed as Exhibit 99.1 to Current Report on Form 8-K of the registrant dated December 15, 2006) | * |
11 | Statement Regarding the Computation of Earnings Per Share (incorporated herein by reference from Note 1 of the Company's Consolidated Financial Statements, filed as Exhibit 13 to this report). | |
14 | Code of Ethics (incorporated by reference to Exhibit 99.1 to Current Report on Form 8-K of the registrant dated December 7, 2004). | |
21 | List of Subsidiaries | |
23.1 | Independent Registered Public Accounting Firm’s Consent Regarding Financial Statements | |
31.1 | Certification of Registrant’s Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
31.2 | Certification of Registrant’s Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
* | Denotes management contract or compensatory plan arrangement. |
(c) Financial Statement Schedules
All other supporting schedules are omitted because they are either not applicable, not required, or the information required to be set forth therein is included in the financial statements or notes thereto incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of 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, on the 8th day of August, 2007.
CAPITAL CORP OF THE WEST
Date: August 8, 2007 | By: /s/ Thomas T. Hawker |
THOMAS T. HAWKER | |
President and Chief Executive Officer | |
(Principal Executive Officer) |
Date: August 8, 2007 | By: /s/ David A. Heaberlin |
DAVID A. HEABERLIN | |
Executive Vice President and | |
Chief Financial Officer and Principal Accounting Officer | |
(Principal Financial and Accounting Officer) |
Pursuant to the requirements of the Securities Exchange Act of 1934, 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 | Capacity | Date | ||
/s/ Jerry E. Callister | Chairman of the | August 8, 2007 | ||
JERRY E. CALLISTER | Board of Directors | |||
/s/ Thomas T. Hawker | Director/CEO and | August 8, 2007 | ||
THOMAS T. HAWKER | Principal Executive Officer | |||
/s/ David A. Heaberlin | Chief Financial Officer | August 8, 2007 | ||
DAVID A. HEABERLIN | Principal Financial and | |||
Accounting Officer | ||||
/s/ Dorothy L. Bizzini | Director | August 8, 2007 | ||
DOROTHY L. BIZZINI | ||||
/s/ David X. Bonnar | Director | August 8, 2007 | ||
DAVID X. BONNAR | ||||
/s/ John Fawcett | Director | August 8, 2007 | ||
JOHN FAWCETT | ||||
/s/ Curtis R. Grant | Director | August 8, 2007 | ||
CURTIS R. GRANT | ||||
/s/ G. Michael Graves | Director | August 8, 2007 | ||
G MICHAEL GRAVES | ||||
/s/ Curtis Riggs | Director | August 8, 2007 | ||
CURTIS RIGGS | ||||
/s/ Jerry Tahajian | Director | August 8, 2007 | ||
JERRY TAHAJIAN |