UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K/A AMENDMENT NO. 1 to: (Mark One) [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year ended December 31, 1997 OR [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition period from __________ to ___________ Commission File Number 0-11771 SJNB Financial Corp. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) California 77-0058227 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) ONE NORTH MARKET STREET, SAN JOSE, CALIFORNIA 95113 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number (408) 947-7562 Securities registered pursuant to Section 12(b)of the Exchange Act: NONE Securities registered pursuant to Section 12(g)of the Exchange Act: Common Stock, no par value - -------------------------------------------------------------------------------- (Title of class) Indicate by check mark whether the registrant (1) 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 ___ 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. [ ] The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, based on a market value of $40.00 per share (the closing price of the Common Stock, as of June 24, 1998) was $78,542,136. Number of shares of common stock outstanding as of June 24, 1998: 2,470,500 shares. Documents incorporated by reference: Meeting of Shareholders (to be filed pursuant to Regulation 14A) are incorporated by reference into Part III of this Report. SJNB Financial Corp. ("the Corporation") hereby files its Annual Report on Form 10-K for the year ended December 31, 1997, to include Restated Financial Data Schedules for the years ended December 31, 1997, 1996 and 1995, and for the first second and third quarters of 1996 and 1997. The Amendment is a result of the Corporation's adoption of Statement of Financial Accounting Standards No. 128, "Earnings Per Share." Accordingly, the undersigned registrant hereby files the following exhibits as set forth in the pages attached hereto: Exhibit 27 Financial Data Schedule Restated for the Years ended December 31,1997, December 31, 1996 and December 31, 1995. Exhibit 27.1 Financial Data Schedule Restated for the periods ended March 31, 1996, June 30, 1996 and September 30, 1996. Exhibit 27.2 Financial Data Schedule Restated for the periods ended March 31, 1997, June 30, 1997 and September 30, 1997. Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: June 29, 1998 SJNB Financial Corp. By: S/J.R. Kenny By: S/E.E. Blakeslee James R. Kenny Eugene E. Blakeslee President and Chief Executive Vice President & Executive Officer Chief Financial 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. S/J.R. Kenny James R. Kenny President, Chief Executive Officer and Director June 29, 1998 S/E.E. Blakeslee Eugene E. Blakeslee Executive Vice President and Chief Financial Officer and Chief Accounting Officer June 29, 1998 S/R.S. Akamine Ray S. Akamine, Director June 29, 1998 S/R.A. Archer Robert A. Archer Chairman and Director June 29, 1998 S/A.V. Bruno Albert V. Bruno, Director June 29, 1998 S/R. Diridon Rod Diridon, Director June 29, 1998 S/F.J. Gorry F. Jack Gorry, Director June 29, 1998 S/A.K. Lund Arthur K. Lund, Director June 29, 1998 S/L. Oneal Louis Oneal, Director June 29, 1998 S/D. Rubino Diane Rubino, Director June 29, 1998 S/D.L. Shen Douglas L. Shen, Director June 29, 1998 S/G.S. Vandeweghe Gary S. Vandeweghe, Director June 29, 1998