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): July 31, 2003
Sutter Holding Company, Inc.
(Exact name of registrant as specified in its charter)
Delaware 1-15733 59-2651232
(State or other (Commission (I.R.S. Employer
jurisdiction of incorporation) File Number) Identification No.)
150 Post Street, Suite 405
San Francisco, California 94108
(Address of principal executive offices) (zip code)
(415) 788-1441
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report.)
Item 2. Acquisition or Disposition of Assets
On July 18, 2003, we entered into a Securities Exchange Agreement by and between
Sutter Holding Company, Inc. ("Sutter"), Anza Capital, Inc. ("Anza"), and
American Residential Funding, Inc. ("AMRES") (the "Agreement"). The purpose of
the Agreement is to acquire an investment in AMRES and Anza to diversify and
expand our assets. On July 31, 2003, the closing date under the Agreement, we
issued 66,496 shares of our common stock (the "Sutter Shares") as consideration
for the issuance by AMRES to us of One Million (1,000,000) shares of newly
created AMRES Series A Preferred Stock (the "AMRES Preferred Stock"). As
additional consideration for the Sutter Shares, Anza issued to us warrants to
acquire One Million (1,000,000) shares of Anza common stock (the "Anza
Warrants") exercisable as described below. Anza's common stock is traded on the
over-the-counter bulletin board under the ticker symbol "AZAC."
As the holder of AMRES Preferred Stock, we are entitled to receive from AMRES a
cumulative ten percent (10%) annual dividend, payable yearly. In addition, the
AMRES Preferred Stock has a liquidation preference of $0.80 per share. The AMRES
Preferred Stock is not convertible, callable, or redeemable, and does not have
any voting rights.
The Anza Warrants are exercisable beginning one year from the closing date under
the Agreement, and for a period of four years thereafter. The warrants can only
be exercised by delivering one share of AMRES Preferred Stock for each share of
Anza common stock to be acquired pursuant to the exercise.
Under the terms of the Agreement, if during the first twelve (12) months
following the closing date under the Agreement, the market value of the Sutter
Shares drops below $800,000 during the thirty (30) days before the end of each
of Anza's fiscal quarters, then we will issue to Anza additional shares of our
common stock. Either party may rescind the Agreement on ninety (90) days written
notice up until the date which is 275 days after the closing date. Finally,
AMRES and Sutter have each executed an Irrevocable Proxy granting for a period
of two years all voting rights in the Sutter Shares to the Board of Directors of
Sutter and all voting rights in the shares of Anza common stock which may be
acquired upon exercise of the Anza Warrants to the Board of Directors of Anza.
Item 7. Financial Statements and Exhibits
(3) Exhibits
Item No. Description
4.1 Warrant dated July 31, 2003
4.2 Certificate of Designation of Series A Preferred Stock of American
Residential Funding, Inc.
9.1 Irrevocable Proxy regarding Sutter Common Stock
9.2 Irrevocable Proxy regarding Anza Common Stock
10.1 Securities Exchange Agreement dated July 18, 2003
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: August 5, 2003 SUTTER HOLDING COMPANY, INC
By: s/ ROBERT E. DIXON
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Robert E. Dixon,
Co-Chief Executive Officer