UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
(Mark One)
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| 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
or
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| o | | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (No Fee Required) |
Commission file number 000-32915
EvergreenBancorp, Inc.
(Exact name of Registrant as specified in its Charter)
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| Washington | | 91-2097262 |
| (State or Other Jurisdiction of | | (I.R.S. Employer |
| Incorporation or Organization) | | Identification Number) |
301 Eastlake Avenue East, Seattle, Washington 98109
(Address of Principal Executive Offices) (ZIP Code)
Registrant’s telephone number, including area code:
(206) 628-4250
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, no par value per share
Indicate by checkmark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yeso Noþ
Indicate by checkmark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yeso Noþ
Indicate by checkmark 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 twelve months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such requirements for the past 90 days. Yesþ Noo
Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) 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 checkmark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.
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Large accelerated filero | | Accelerated filero | | Non-accelerated filerþ |
Indicate by checkmark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yeso Noþ
The aggregate market value of the voting common equity held by non-affiliates, based on the closing price as quoted on the OTC Bulletin Board at June 30, 2006 (the last business day of the most recent second fiscal quarter), was $29,159,529.
The number of shares outstanding of the registrant’s no par value common stock as of March 8, 2007 was 2,353,262 shares.
EXPLANATORY NOTE
On March 15, 2007, EvergreenBancorp, Inc. (the “Company”) filed its Annual Report on Form 10-K for its fiscal year ended December 31, 2006 (the “2006 Form 10-K”). It has come to the Company’s attention that the Signature Page to the 2006 Form 10-K contained the incorrect date of March 15, 2006, rather than March 15, 2007. The purpose of this amendment on Form 10-K/A is to file the corrected Signature Page to the 2006 Form 10-K. With this amendment on Form 10-K/A, we are also filing updated Exhibits to the 2006 Form 10-K, specifically, the certifications required by the Company’s executive officers pursuant to the Sarbanes-Oxley Act. No other amendments or changes are or were made to the 2006 Form 10-K. This amendment does not reflect events occurring after the filing of the original Form 10-K, does not update disclosures contained in the original Form 10-K, and does not modify or amend the original Form 10-K except as specifically described in this explanatory note.
PART IV
Item 15.Exhibits and Financial Statement Schedules
(a)(1)Financial Statements
The financial statements required by Item 8 of this report are filed as part of this report.
(a)(2)Financial Statement Schedules
All financial statement schedules are omitted because they are not applicable or not required, or because the required information is included in the consolidated financial statements or the notes thereto.
(b) Exhibits
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| Exhibit No. | | Description |
| 3.1 | | Restated Articles of Incorporation of Registrant dated July 25, 2001 (incorporated by reference to Registrant’s Form 10-K for the year ended December 31, 2001) |
| 3.2 | | Bylaws of Registrant dated February 14, 2001 (incorporated by reference to Registrant’s Form 10-K for the year ended December 31, 2001) |
| 10.1 * | | Second Amended and Restated 2000 Stock Option and Equity Compensation Plan dated April 20, 2006 |
| 10.2 | | Incentive Stock Option Letter Agreement (incorporated by reference to Registrant’s Form S-8 Filed August 20, 2001; Reg. No. 333-67956) |
| 10.3 | | Nonqualified Stock Option Letter Agreement (incorporated by reference to Registrant’s Form S-8 Filed August 20, 2001; Reg. No. 333-67956) |
| 10.4 | | Directors Nonqualified Stock Option Letter Agreement (incorporated by reference to Registrant’s Form S-8 Filed August 20, 2001; Reg. No. 333-67956) |
| 10.5 | | PEMCO Deferred Compensation Plan dated as of December 17, 1998 and adopted by Registrant effective June 20, 2001 (incorporated by reference to Registrant’s Form 10-K for the year ended December 31, 2001) |
| 10.6 | | PEMCO Directors’ Deferred Compensation Plan dated as of December 17, 1998 and adopted by Registrant effective June 20, 2001 (incorporated by reference to Registrant’s Form 10-K for the year ended December 31, 2001) |
| 10.7 | | Form of Change of Control Severance Agreement effective May 24, 2005 between the Bank and Gerald O. Hatler (incorporated by reference to Registrant’s Form 8-K filed May 27, 2005) |
| 10.8 | | Form of Change of Control Severance Agreement effective February 2, 2006 between the Bank and each of Michelle P. Worden and Valerie K. Blake (incorporated by reference to Registrant’s Form 8-K filed February 8, 2006) |
| 10.9 | | Form of Change of Control Severance Agreement effective September 21, 2006 between the Bank and Gordon D. Browning (incorporated by reference to the Registrant’s Form 8-K filed September 27, 2006) |
| 10.10 | | Form of Change of Control Severance Agreement effective October 24, 2006 between the Bank and Michael H. Tibbits (incorporated by reference to the Registrant’s Form 8-K filed October 26, 2006) |
| 10.11 | | Transition Agreement between EvergreenBank and William G. Filer dated June 8, 2006 (incorporated by reference to Exhibit 10-1 of the Registrant’s Current Report on Form 8-K filed June 12, 2006) |
| 10.12 * | | Form of Restricted Stock Award Agreement |
| 14 | | Code of Ethics for Senior Financial Officers (incorporated by reference to Registrant’s Form 10-K for the year ended December 31, 2003) |
| 21 * | | Subsidiaries of the Registrant |
| 23.1 * | | Independent Auditors’ Consent — Crowe Chizek and Company LLC |
| 31.1 | | Certification of Chief Executive Officer of Registrant required by Rule 13a-14(a)/15d-14(a), adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 31.2 | | Certification of Chief Financial Officer of Registrant required by Rule 13a-14(a)/15d-14(a), adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32.1 | | Certification of Chief Executive Officer of Registrant required by 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 32.2 | | Certification of the Chief Financial Officer of Registrant required by 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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 this 15th day of March 2007.
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| | EVERGREENBANCORP, INC.
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| | By: | /s/ GERALD O. HATLER | |
| | | Gerald O. Hatler | |
| | | President and Chief Executive Officer | |
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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 in the capacities indicated and on the 15th day of March 2007.
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| Signature | | Title |
| /s/ GERALD O. HATLER Gerald O. Hatler | | President, Chief Executive Officer and Director (Principal Executive Officer) |
| /s/ GORDON D. BROWNING Gordon D. Browning | | Executive Vice President and Chief Financial Officer (Principal Accounting Officer) |
| /s/ RICHARD W. BALDWIN Richard W. Baldwin | | Director |
| /s/ CRAIG O. DAWSON Craig O. Dawson | | Director |
| /s/ C. DON FILER C. Don Filer | | Director |
| /s/ CAROLE J. GRISHAM Carole J. Grisham | | Director |
| /s/ ROBERT J. GROSSMAN Robert J. Grossman | | Director |
| /s/ STAN W. MCNAUGHTON Stan W. McNaughton | | Director |
| /s/ RUSSEL E. OLSON Russel E. Olson | | Director |
| /s/ JOSEPH M. PHILLIPS Joseph M. Phillips | | Director |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 16th day of March 2007.
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| | EVERGREENBANCORP, INC.
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| | By: | /s/ GORDON D. BROWNING | |
| | | Gordon D. Browning | |
| | | Executive Vice President and Chief Financial Officer | |
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