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) January 14, 2003
SUTTER HOLDING COMPANY, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 001-15733 59-2651232
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(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
150 Post Street, Suite 405, San Francisco, California 94108
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(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 2. ACQUISITION OR DISPOSITION OF ASSETS
On January 14, 2003, Sutter Holding Company, Inc. ("Sutter") completed the
acquisition of all of the outstanding capital stock of Easton Mortgage
Corporation ("Easton") pursuant to a Stock Purchase Agreement ("Stock Purchase
Agreement"), dated as of December 31, 2002, by and among registrant, Easton
Mortgage Corporation ( "Easton"), RCH, LLC ("RCH"), Timothy A. Birch ("Birch"),
Stone Williams, L.L.C., Craig R. Bush, Lawrence Anspach ("LA"), and Diana Mead
("DM"). The parties agreed that the acquisition of Easton's capital stock by
Sutter would be effective among themselves as of December 31, 2002. The purchase
price consisted of $1,000,000 in cash, secured promissory notes issued by Sutter
in the aggregate original principal amount of $2,750,000 and warrants to acquire
up to 60,000 shares of Sutter's common stock at an exercise price of $11.00 per
share. None of the other parties to the Stock Purchase Agreement is an affiliate
of Sutter, or any of Sutter's executive officers, directors or principal
shareholders.
Copies of the Stock Purchase Agreement, the form of the secured promissory note
and the form of common stock purchase warrant are attached hereto as Exhibit
2.1, Exhibit 4.1 and Exhibit 4.2, respectively, and are incorporated by
reference herein. The terms and conditions of the acquisition are further
described in Sutter's press release dated January 17, 2003, attached hereto as
Exhibit 99.1.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired.
It is impracticable to provide the financial statements required under this Item
as of the date this Current Report on Form 8-K must be filed. The required
financial statements will be filed by amendment hereto as soon as practicable,
but in any event not later than 60 days after the date hereof.
(b) Pro Forma Financial Information.
It is impracticable to provide the pro forma financial information required
under this Item as of the date this Current Report on Form 8-K must be filed.
The required pro forma financial information will be filed by amendment hereto
as soon as practicable, but in any event not later than 60 days after the date
hereof.
(c) Exhibits
The following documents are filed as exhibits to this report on Form 8-K.
EXHIBIT DESCRIPTION
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2.1 Stock Purchase Agreement as of December 31, 2002 by and among
Sutter Holding Company, Inc., a Delaware corporation, Easton
Mortgage Corporation, a California corporation, RCH, LLC, a
Michigan limited liability company, Timothy A. Birch, Stone
Williams, L.L.C., a Michigan limited liability company, Craig R.
Bush, an individual, Lawrence Anspach, an individual, and Diana
Mead, an individual
4.1 Form of Secured Promissory Note
4.2 Form of Common Stock Purchase Warrant
99.1 Press Release dated January 17, 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.
January 17, 2003 SUTTER HOLDING COMPANY, INC.
By: s/ ROBERT E. DIXON
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Robert E. Dixon, Co-Chief Executive
Officer
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INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
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2.1 Stock Purchase Agreement as of December 31, 2002 by and among
Sutter Holding Company, Inc., a Delaware corporation, Easton
Mortgage Corporation, a California corporation, RCH, LLC, a
Michigan limited liability company, Timothy A. Birch, Stone
Williams, L.L.C., a Michigan limited liability company, Craig R.
Bush, an individual, Lawrence Anspach, an individual, and Diana
Mead, an individual
4.1 Form of Secured Promissory Note
4.2 Form of Common Stock Purchase Warrant
99.1 Press Release dated January 17, 2003
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