SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q/A
Amendment No. 1
þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2011 |
OR |
o | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number 333-12892
MISSION COMMUNITY BANCORP
(Exact name of registrant as specified in its charter)
California | 77-0559736 | |
(State or other jurisdiction of incorporation) | (I.R.S. Employer Identification No.) |
3380 S. Higuera St., San Luis Obispo, California 93401
(Address of principal executive offices)
(805) 782-5000
Issuer’s telephone number
Not applicable
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the issuer (1) has 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 þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 or Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
þ Yes o No
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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o | Accelerated filer o |
Non-accelerated filer o (Do not check if a smaller reporting company) | Smaller reporting company þ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o No þ
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: 7,094,274 shares of common stock outstanding as of August 8, 2011.
Mission Community Bancorp
Form 10-Q/A
EXPLANATORY NOTE
We are filing this Amended Quarterly Report on Form 10-Q/A to our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2011 (the “Original Filing”) to correct an EDGAR filing error in the Original Filing in which the Exhibit 101 Interactive Data Files (XBRL files) were incorrectly identified in the EDGAR filing with the Exhibit 100 designation. No other changes are being made to the Original filing. The Original Filing was filed with the Securities and Exchange Commission on August 15, 2011.
PART II - OTHER INFORMATION
Item 6. Exhibits
Exhibit Index:
Exhibit # | ||
2.1 | Plan of Reorganization and Agreement of Merger dated as of October 4, 2000 (A) | |
3.1 | Restated Articles of Incorporation (I) | |
3.2 | Certificate of Amendment to Articles of Incorporation (L) | |
3.3 | Certificate of Amendment to Articles of Incorporation (Y) | |
3.4 | Bylaws, as amended (B),(S) | |
4.1 | Certificate of Determination for Series A Non-Voting Preferred Stock (B) | |
4.2 | Certificate of Determination for Series B Non-Voting Preferred Stock (B) | |
4.3 | Certificate of Determination for Series C Non-Voting Preferred Stock (D) | |
4.4 | Purchase Agreement dated October 10, 2003, by and among Registrant, Mission Community Capital Trust I, and Bear Stearns & Co., Inc. (E) | |
4.5 | Indenture dated as of October 14, 2003 by and between Registrant and Wells Fargo Bank, National Association, as trustee (E) | |
4.6 | Declaration of Trust of Mission Community Capital Trust I dated October 10, 2003 (E) | |
4.7 | Amended and Restated Declaration of Trust of Mission Community Capital Trust I dated October 14, 2003 by and among the Registrant, Wells Fargo Delaware Trust Company, as Trustee, and Anita M. Robinson and William C. Demmin, as Administrators (E) | |
4.8 | Guarantee Agreement dated October 14, 2003 between Registrant, as Guarantor, and Wells Fargo Bank, National Association, as Guarantee Trustee (E) | |
4.9 | Fee Agreement dated October 14, 2003 by and among the Registrant, Wells Fargo Delaware Trust Co., Bear Stearns & Co., Inc. and Mission Community Capital Trust I (E) | |
4.10 | Certificate of Determination for Series D Preferred Stock (R) | |
4.11 | Form of Common Stock Purchase Warrant (Z) | |
4.12 | Form of Warrant Agreement for warrants issued pursuant to subscription rights (AA) | |
10.1 | Purchase and Sale Agreement and Lease dated January, 1997, as amended (B) | |
10.2 | Intentionally omitted | |
10.3 | Lease Agreement – Paso Robles (B) | |
10.4 | Lease Agreement – San Luis Obispo (B) | |
10.5 | Lease Agreement – Arroyo Grande (B) | |
10.6 | 1998 Stock Option Plan, as amended (B) | |
10.7 | Lease Agreement – 569 Higuera, San Luis Obispo (D) | |
10.8 | Lease Agreement – 671 Tefft Street, Nipomo CA (C) | |
10.9 | Intentionally omitted | |
10.10 | Lease Agreement – 3480 S. Higuera, San Luis Obispo (F) | |
10.11 | Salary Protection Agreement — Mr. Pigeon (G) | |
10.12 | Intentionally omitted | |
10.13 | Second Amended and Restated Employment Agreement dated August 28, 2006 between Anita M. Robinson and Mission Community Bank (J) | |
Exhibit # | ||
10.14 | Employment Agreement dated June 3, 2007 between Brooks Wise and Mission Community Bank (J) | |
10.15 | Financial Advisory Services Agreement dated January 4, 2007 between the Company and Seapower Carpenter Capital, Inc. (K) | |
10.16 | Common Stock Repurchase Agreement dated August 10, 2007 between Fannie Mae and the Company (M) | |
10.17 | Build-to-Suit Lease Agreement between Walter Bros. Construction Co., Inc. and Mission Community Bank for property at South Higuera Street and Prado Road in San Luis Obispo, California (N) | |
10.18 | Lease Agreement – 1670 South Broadway, Santa Maria (O) | |
10.19 | Mission Community Bancorp 2008 Stock Incentive Plan (P) | |
10.20 | Amendment No. 1 to Second Amended and Restated Employment Agreement dated December 29, 2008 by and among Mission Community Bancorp, Mission Community Bank, and Anita M. Robinson (Q) | |
10.21 | Amendment No. 1 to Employment Agreement dated December 29, 2008 by and among Mission Community Bancorp, Mission Community Bank, and Brooks W. Wise (Q) | |
10.22 | Amended and Restated Salary Protection Agreement dated December 29, 2008 by and between Mission Community Bank and Ronald B. Pigeon (Q) | |
10.23 | Letter Agreement dated January 9, 2009 between Mission Community Bancorp and the United States Department of Treasury, which includes the Securities Purchase Agreement—Standard Terms attached thereto, with respect to the issuance and sale of the Series D Preferred Stock (R) | |
10.24 | Side Letter Agreement dated January 9, 2009 amending the Stock Purchase Agreement between Mission Community Bancorp and the Department of the Treasury (R) | |
10.25 | Side Letter Agreement dated January 9, 2009 between Mission Community Bancorp and The Department of the Treasury regarding maintenance of two open seats on the Board of Directors (R) | |
10.26 | Side Letter Agreement dated January 9, 2009 between Mission Community Bancorp and The Department of the Treasury regarding CDFI status (R) | |
10.27 | Securities Purchase Agreement dated December 22, 2009 between the Company and Carpenter Fund Manager GP, LLC (“Securities Purchase Agreement”) (U) | |
10.28 | Form of Warrant to be issued in connection with the Securities Purchase Agreement (U) | |
10.29 | Amendment No. 1 to Securities Purchase Agreement dated March 17, 2010 (V) | |
10.30 | Amendment No. 2 to Employment Agreement of Brooks Wise dated March 22, 2010 (W) | |
10.31 | Amendment No. 2 to Securities Purchase Agreement dated March 17, 2010 (X) | |
10.32 | Employment Agreement dated July 1, 2010 between James W. Lokey and Mission Community Bancorp (Y) | |
10.33 | Agreement and Plan of Merger dated as of June 24, 2011 by and among Carpenter Fund Manager GP, LLC; Mission Community Bancorp; Mission Community Bank; Santa Lucia Bancorp and Santa Lucia Bank (BB) | |
101 | Interactive Data Files | |
(A) Included in the Company’s Form 8-K filed on December 18, 2000, and incorporated by reference herein. (B) Included in the Company’s Form 10-KSB filed on April 2, 2001, and incorporated by reference herein. (C) Included in the Company’s Form 10-QSB filed August 12, 2002, and incorporated by reference herein. (D) Included in the Company’s Form 10-QSB filed on November 12, 2002, and incorporated by reference herein. (E) Included in the Company’s Form 8-K filed on October 21, 2003, and incorporated by reference herein. (F) Included in the Company’s Form 10-QSB filed on August 10, 2004, and incorporated by reference herein. (G) Included in the Company’s Form 8-K filed on January 19, 2005, and incorporated by reference herein. (H) Intentionally omitted (I) Included in the Company’s Form 10-QSB filed on August 14, 2006, and incorporated by reference herein. (J) Included in the Company’s Form 8-K filed on June 13, 2007, and incorporated by reference herein. (K) Included in the Form SB-2 Registration Statement of the Company filed on June 13, 2007, and incorporated by reference herein. (L) Included in Pre-Effective Amendment No. 1 to the Form SB-2 Registration Statement of the Company filed on July 24, 2007, and incorporated by reference herein. (M) Included in the Company’s Form 8-K filed on August 14, 2007, and incorporated by reference herein. (N) Included in the Company’s Form 8-K filed on October 23, 2007, and incorporated by reference herein. (O) Included in the Company’s Form 10-KSB filed on March 28, 2008, and incorporated by reference herein. (P) Included in the Company’s Form 10-Q filed on May 15, 2008, and incorporated by reference herein. (Q)Included in the Company’s Form 8-K filed on December 30, 2008, and incorporated by reference herein. (R)Included in the Company’s Form 8-K filed on January 14, 2009, and incorporated by reference herein. (S)Included in the Company’s Form 10-Q filed on August 14, 2009, and incorporated by reference herein. (T)Included in the Company’s Form 10-K filed on March 16, 2009, and incorporated by reference herein. (U)Included in the Company’s From 8-K filed on December 24, 2009, and incorporated by reference herein. (V)Included in the Company’s Form 8-K filed on March 22, 2010, and incorporated by reference herein. (W)Included in the Company’s Form 8-K filed on March 26, 2010, and incorporated by reference herein. (X)Included in the Company’s Form 8-K filed on June 1, 2010, and incorporated by reference herein. (Y)Included in the Company’s Form 8-K filed on August 2, 2010, and incorporated by reference herein. (Z)Included in the Company’s Form S-1 Registration Statement filed on August 31, 2010, and incorporated by reference herein. (AA)Included in Amendment No. 1 to the Company’s Form S-1 Registration Statement filed on October 1, 2010, and incorporated by reference herein. (BB)Included in the Company’s Form 8-K filed on June 27, 2011, and incorporated by reference herein. |
Signatures
Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
MISSION COMMUNITY BANCORP
By: /s/ Anita M. Robinson
ANITA M. ROBINSON
President
Dated: August 16, 2011
By: /s/ Mark R. Ruh
MARK R. RUH
Executive Vice President and Chief Financial Officer
Dated: August 16, 2011