SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report: March 31, 2005 (Date of earliest event reported: March 28, 2005)
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Sutter Holding Company, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 001-15733 75-3111137
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(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
220 Montgomery Street, Suite 2100, San Francisco CA 94104
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (415) 788-1441
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N/A
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(Former Name or Former Address, if Changed Since Last Report)
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
As previously disclosed on a current report on Form 8-K filed on
October 15, 2004, the Registrant changed independent auditors on October 11,
2004. On March 25, 2005, the Registrant's current independent auditor suggested
accounting treatment for a series of transactions that differed from the manner
in which the Registrant had previously accounted for them. On March 28, 2005,
the Registrant definitively determined that (1) it had improperly accounted for
the carrying value of a non-core investment and the resulting gain on sale from
this investment in its 2004 fiscal third quarter, (2) it had improperly taken
into revenue a gain on sale of such investment that included the Registrant
taking shares of its common stock back into treasury, and (3) it had not
previously accounted for an inducement component of a conversion of outstanding
indebtedness of the Registrant into common stock. The effect of the change in
accounting treatment for this non-core investment is expected to result in an
approximate $863,000 non-cash reduction in reported earnings for the third
fiscal quarter, from reported net earnings of approximately $82,000 to a
reported net loss of approximately $781,000. While this change in accounting
treatment has no economic impact on the operations of the Registrant, the
Registrant concluded that its 2004 fiscal third quarter financial statements on
its Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission on November 22, 2004, particularly its reported earnings, should not
be relied upon.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SUTTER HOLDING COMPANY, INC.
By: /s/ WILLIAM G. KNUFF, III
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William G. Knuff, III
Chairman and Chief Financial Officer
Date: March 31, 2005