SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) October 7, 2002 --------------- Sutter Holding Company, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 1-15733 59-2651232 - ---------------------------- ----------------- ------------------------- (State or Other Jurisdiction (Commission File (IRS Employer of Incorporation) Number) Identification No.) 150 Post Street, Suite 405, San Francisco, California 94108 -------------------------------------------------------------- ---------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (415) 788-1441 ------------------ ---------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) ITEM 5. Other Events and Regulation FD Disclosure On October 7, 2002, the registrant, Sutter Holding Company, Inc., entered into a Stock Purchase and Sale Agreement with Third Half Millenium Company, Inc., an Illinois corporation. The agreement provides for the sale by the registrant to Third Half Millenium of all of the capital stock of SSI Securities, an inactive wholly owned subsidiary of the registrant. SSI's liabilities greatly exceed its assets and the transaction involved nominal consideration to the registrant. The registrant retained a contingent right to certain net cash proceeds in the event SSI Securities should collect certain payables. Third Half Millenium is not an affiliate of the registrant, or any of the registrant's executive officers, directors or principal shareholders. ITEM 7. Financial Statements and Exhibits (3) Exhibits 10.1 Stock Purchase and Sale Agreement SIGNATURES October 15, 2002 SUTTER HOLDING COMPANY, INC. By: s/ ROBERT E. DIXON -------------------------------------------- Robert E. Dixon, Co-Chief Executive Officer 2