SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------- AMENDMENT NO. 3 TO 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 10, 2004 ----------------- Sutter Holding Company, Inc. -------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 001-15733 59-2651232 ----------------------------- ---------------- ---------------------- (State or Other Jurisdiction (Commission File (IRS Employer of Incorporation) Number) Identification No.) 220 Montgomery Street, Suite 2100, San Francisco CA 94104 ------------------------------------------------------------------ ---------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (415) 788-1441 -------------------------------------------------- -------------- N/A ---------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) ITEM 4.01 Changes in Registrant's Certifying Accountant On October 10, 2004, the Registrant received the resignation of BDO Seidman, LLP ("BDO") as its principal independent accountants. BDO's report on the Registrant's financial statements for the year ended December 31, 2003 did not contain an adverse opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles. During Registrant's fiscal year ended December 31, 2003, and the subsequent interim periods through October 10, 2004, the date of BDO's resignation, there were no disagreements with BDO on any matters of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which, if not resolved to the satisfaction of BDO would have caused it to make reference to the subject matter of the disagreement in connection with its report on the financial statements for that period, nor have there been any "reportable events" as defined under Item 304(a)(1)(v) of Regulation S-K during such period. Effective as of October 12, 2004, the Registrant's Board of Directors approved the engagement of, and engaged, the firm of Burr, Pilger & Mayer, LLP ("BPM"), San Francisco, California, as independent accountants for its fiscal year ending December 31, 2004 and beyond. The Registrant has not, during the two fiscal years ended December 31, 2003, and during the interim period prior to engagement of BPM, consulted BPM regarding (i) either the application of accounting principles to a specified transaction, completed or proposed, or the type of audit opinion that might be rendered on the Registrant's financial statements, or (ii) any disagreement described under Item 304(a)(1)(iv) of Regulation S-K or any reportable event described under Item 304(a)(1)(v) of Regulation S-K. ITEM 9.01 Financial Statements and Exhibits (c) Exhibits (16) Letter regarding changes in certifying accountant SIGNATURES February 7, 2005 SUTTER HOLDING COMPANY, INC. By: /s/ WILLIAM G. KNUFF, III --------------------------------------- William G. Knuff, III, Chairman and Chief Financial Officer Exhibit Index (c) Exhibits (16) Letter regarding changes in certifying accountant