UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
(Mark One)
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2007
or
| ¨ | 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)
| Washington | 91-2097262 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) | |
1111 Third Avenue, Suite 2100 Seattle, Washington | 98101 | |
| (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. Yes ¨ No x
Indicate by checkmark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x
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. Yes x No ¨
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. ¨
Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company x
Indicate by checkmark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No x
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, 2007 (the last business day of the most recent second fiscal quarter), was $36,082,510.
The number of shares outstanding of the registrant’s no par value common stock as of March 11, 2008 was 2,397,046 shares.
EVERGREENBANCORP, INC.
AMENDMENT TO ANNUAL REPORT ON FORM 10-K
TABLE OF CONTENTS
PART IV
| Item 15. | Exhibits, Financial Statement Schedules |
EXPLANATORY NOTE
On March 17, 2008 EvergreenBancorp, Inc. (the “Company”) filed with the Securities and Exchange Commission its Annual Report on Form 10-K for the fiscal year ended December 31, 2007 (the “Annual Report”). It has come to the Company’s attention that the Certifications required by Section 302 of the Sarbanes Oxley Act of 2002 were not amended to reflect the certification required in connection with the filing of Management’s Annual Report on Internal Controls Over Financial Reporting that was included in Section 9A of the Annual Report. Accordingly, new certifications by the Company’s principal executive officer and principal financial officer are being filed as exhibits to this Form 10-K/A under Item 15 of Part IV hereof.
No other changes have been made in this Form 10-K/A that modify or update other disclosures as presented in the original Annual Report.
PART IV
| Item 15. | Exhibits, Financial Statement Schedules |
(d)Exhibits
Exhibit | Exhibit | |
| 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 (incorporated by reference to Registrant’s Form 10-K for the year ended December 31, 2006) | |
| 10.2* | Incentive Stock Option Letter Agreement (incorporated by reference to Registrant’s Form S-8 Filed May 14, 2004; Reg. No. 333-115495) | |
| 10.3* | Nonqualified Stock Option Letter Agreement (incorporated by reference to Registrant’s Form S-8 Filed May 14, 2004; Reg. No. 333-115495) | |
| 10.4* | Directors Nonqualified Stock Option Letter Agreement (incorporated by reference to Registrant’s Form S-8 Filed May 14, 2004; Reg. No. 333-115495) | |
| 10.5* | PEMCO Executive Deferred Compensation Plan dated as of December 17, 1998 and adopted by Registrant effective June 20, 2001 (incorporated by reference to Registrant’s Form 8-K filed July 26, 2005) | |
| 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 8-K filed July 26, 2005) | |
| 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* | Form of Restricted Stock Award Agreement (incorporated by reference to Registrant’s Form 10-K for the year ended December 31, 2006) | |
| 10.12 | Lease Agreement dated January 18, 2005 between Registrant and EOP-Northwest properties, L.L.C. (incorporated by reference to Registrant’s Form 10-Q for the quarter ended March 31, 2005) | |
| 10.13† | EvergreenBank Deferred Compensation Plan | |
| 10.14 | Cost Sharing Agreement between PEMCO Mutual Insurance Company and EvergreenBank (filed as an exhibit to the Form 8-K filed April 6, 2006) | |
| 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† | Consent of Independent Registered Public Accounting Firm. | |
Exhibit | Exhibit | |
| 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 | |
| * | Compensatory Plan or Arrangement |
| † | Previously filed |
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to the report to be signed on its behalf by the undersigned, thereunto duly authorized, on May 7, 2008.
| EVERGREENBANCORP, INC. | ||
| (Registrant) | ||
| By | /s/ Gerald O. Hatler | |
Gerald O. Hatler President and CEO | ||
