UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20006
FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2006
Commission File Number 0-51678
COMMUNITY VALLEY BANCORP
(Exact name of registrant as specified in its charter)
California |
| 68-0479553 |
State of incorporation |
| I.R.S. Employer Identification Number |
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2041 Forest Avenue |
| 95928 |
Address of principal executive offices |
| Zip Code |
(530) 899-2344
Registrant’s telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act: Common Stock, No Par Value
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.
Yes o No x
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 x No o
Check 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. o
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)
Large accelerated filer o |
| Accelerated filer x |
| Non-accelerated filer o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
As of June 30, 2006, the aggregate market value of the voting stock held by non-affiliates of the Registrant was approximately $82.4 million, based on the sales price reported to the Registrant on that date of $17.00 per share.
Shares of Common Stock held by each officer and director and each person owning more than five percent of the outstanding Common Stock have been excluded in that such persons may be deemed to be affiliates. This determination of the affiliate status is not necessarily a conclusive determination for other purposes.
The number of shares of Common Stock of the registrant outstanding as of February 28, 2007 was 7,476,133.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement relating to the Annual Meeting of Shareholders to be held on June 6, 2007, are incorporated by reference into Part III of this Report.
Explanatory Notes
Subsequent to the filing of the December 31, 2006 10-K the Company became aware of an inadvertent omission in the certifications of the CEO and CFO in exhibits 31.1 and 31.2. Specifically, the reference to internal control in item 4 and subparagraph 4.(b) were not included in the original filing.
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PART IV
Item 15. Exhibits
Exhibit Number |
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(31.1) |
| Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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(31.2) |
| Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Dated: May 17, 2007 |
| COMMUNITY VALLEY BANCORP | |||||
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| a California corporation | |||||
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| By | /s/ Keith C. Robbins |
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| Keith C. Robbins | ||||
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| President and Chief Executive Officer | ||||
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| By | /s/ John F. Coger |
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| John F. Coger | |||
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| Executive Vice President | |||
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.
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/s/ M. Robert Ching |
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| Director |
| May 17, 2007 |
M. Robert Ching |
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/s/ John F. Coger |
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| Executive Vice President, CFO/COO |
| May 17, 2007 |
John F. Coger |
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| and Director |
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/s/Eugene B. Even |
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| Director |
| May 17, 2007 |
Eugene B. Even |
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/s/ John D. Lanam |
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| Director |
| May 17, 2007 |
John D. Lanam |
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/s/ Donald W. Leforce |
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| Chairman of the Board |
| May 17, 2007 |
Donald W. Leforce |
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/s/ Charles Mathews |
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| Director |
| May 17, 2007 |
Charles Mathews |
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/s/ Ellis L. Matthews |
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| Director |
| May 17, 2007 |
Ellis L. Matthews |
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/s/ Luther McLaughlin |
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| Director |
| May 17, 2007 |
Luther McLaughlin |
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/s/ Robert L. Morgan |
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| Director |
| May 17, 2007 |
Robert L. Morgan |
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/s/ Keith C. Robbins |
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| President, Chief Executive |
| May 17, 2007 |
Keith C. Robbins |
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| Officer and Director |
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/s/ James S. Rickards |
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| Director and |
| May 17, 2007 |
James S. Rickards |
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| Corporate Secretary |
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/s/ Gary B. Strauss |
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| Director |
| May 17, 2007 |
Gary B. Strauss |
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| Vice Chairman |
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/s/ Hubert Townshend |
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| Director |
| May 17, 2007 |
Hubert Townshend |
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