United States
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)
December 15, 2006
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FNB BANCORP
(Exact name of registrant as specified in its charter)
California
(State or other jurisdiction of incorporation)
000-49693 92-2115369
(Commission File Number) (IRS Employer Identification No.)
975 El Camino Real, South San Francisco, California 94080
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (650) 588-6800
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 5.02 (b) Retirement of Chief Financial Officer; Resignation of Director.
On December 18, 2006, the registrant announced that Mr. James B.
Ramsey, Senior Vice President and Chief Financial Officer, will be retiring
effective January 5, 2007.
On December 18, 2006, the registrant announced that Mr. Albert R.
Roensch, a current Director and member of the Audit Committee, has resigned
effective December 31, 2006. Mr. Roensch will now dedicate all his time to
Desert Commercial Bank, for which he serves as President and CEO.
Item 5.02 (c) Appointment of Chief Financial Officer.
On December 18, 2006, the registrant announced that at the Board of
Directors meeting held on December 15, 2006, Mr. Dave Curtis was appointed
Senior Vice President and Chief Financial Officer of FNB Bancorp as well as
First National Bank of Northern California, and this appointment became
effective that day.
Mr. Curtis was previously employed by Capital Corp of the West, Merced,
California, the holding company for County Bank. He was Senior Vice President
and Controller from 1997 to 2006. Mr. Curtis became a Certified Public
Accountant in 1986.
Compensation for Mr. Curtis consists of an annual salary of $175,000.
At the end of 2007, Mr. Curtis will be eligible for the Bank's Profit Sharing
Plan, a salary increase, and participation in the Bank's cash bonus pool. The
amounts of the profit sharing contribution, cash bonus pool and salary increase
are subject solely to the discretion of the Board of Directors. In addition, Mr.
Curtis will be eligible to participate in the Bank's stock option plan in 2008,
after a full year of service, subject solely to the discretion of the Board of
Directors.
The Bank has agreed to enter into a salary continuation agreement with
Mr. Curtis. This plan is currently being developed and terms and dollar amounts
are being evaluated by the Bank's Board of Directors. Vesting of the final
agreement is subject to one year's successful employment and the terms and
conditions are at the discretion of the Board of Directors.
A copy of the News Releases issued by the registrant on December 18,
2006, are attached to this report as Exhibits 99.42 and 99.43 and are
incorporated here by reference.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
99.42 News Release dated December 18, 2006, announcing the
appointment of the new Chief Financial Officer, and the
retirement of the former Chief Financial Officer.
99.43 News Release dated December 18, 2006, announcing the
resignation of a Director.
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.
FNB BANCORP (Registrant)
Dated: December 18, 2006. By: /s/ TOM MC GRAW
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Tom Mc Graw
Chief Executive Officer