Attached files

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EX-23 - EX-23 - COBIZ FINANCIAL INCa10-4803_2ex23.htm
EX-31.1 - EX-31.1 - COBIZ FINANCIAL INCa10-4803_2ex31d1.htm
EX-31.2 - EX-31.2 - COBIZ FINANCIAL INCa10-4803_2ex31d2.htm
EX-32.1 - EX-32.1 - COBIZ FINANCIAL INCa10-4803_2ex32d1.htm
EX-32.2 - EX-32.2 - COBIZ FINANCIAL INCa10-4803_2ex32d2.htm

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K/A

(Amendment No. 1)

 

(Mark one)

 

x        Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

 

For the fiscal year ended December 31, 2009.

 

OR

 

o        Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

 

For the transition period from                                            to

 

Commission file number 001-15955

 

COBIZ FINANCIAL INC.

(Exact name of registrant as specified in its charter)

 

COLORADO

 

84-0826324

(State or other jurisdiction of

 

(I.R.S. Employer

incorporation or organization)

 

Identification No.)

 

 

 

821 17th St., Denver, CO

 

80202

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:  (303) 293-2265

 

Securities Registered Pursuant to Section 12(b) of the Act:
 

Title of each class

 

Name of each exchange on which registered

 

Common Stock, $0.01 par value

 

The NASDAQ Stock Market LLC

 

 

Securities Registered Pursuant to Section 12(g) of the Act:  None

 

Indicate by check mark if the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act. Yes o No x

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its  corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act).

 

Large accelerated filer o

 

Accelerated filer x

Non-accelerated filer o (Do not check if a smaller reporting company)

 

Smaller reporting company o

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

 

The aggregate market value of the voting common equity held by non-affiliates of the registrant at June 30, 2009, computed by reference to the closing price on the NASDAQ Global Select Market was $123,556,827.  Shares of voting stock held by each officer and director and by each person who owns 5% or more of the outstanding voting stock (as publicly reported by such persons pursuant to Section 13 and Section 16 of the Securities Exchange Act of 1934) have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

 

The number of shares outstanding of the registrant’s sole class of common stock March 2, 2010, was 36,734,050.

 

 

 



 

EXPLANATORY NOTE

 

This Annual Report on Form 10-K/A (Form 10-K/A) is being filed as Amendment No. 1 to the Registrant’s Annual Report on Form 10-K (Form 10-K) for the fiscal year ended December 31, 2009 filed with the Securities and Exchange Commission on February 19, 2010.  This Amendment is being filed to correct an inadvertent typographical error in the consent of Deloitte & Touche LLP filed with the Form 10-K, which incorrectly referred to the date as February 19, 2009.

 

Pursuant to Rule 12b-15 promulgated under the Securities Exchange Act of 1934, as amended, filed with this Amendment is a consent of Deloitte & Touche LLP with the corrected date of February 19, 2010.  This Amendment does not affect any other parts of, or exhibits to the Form 10-K, and those unaffected parts or exhibits are not included in this Amendment. Except as expressly stated in this Amendment, the Form 10-K continues to speak as of the date of the original filing of the Form 10-K, and we have not updated the disclosure contained in the Amendment to reflect events that have occurred since the filing of the Form 10-K.  Accordingly, this Amendment must be read in conjunction with our other filings, if any, made with the Securities and Exchange Commission subsequent to the filing of the Form 10-K, including amendments to those filings, if any.

 

PART IV

 

Item 15. Exhibits and Financial Statement Schedules

 

(a)

(3)

 

Exhibits and Index of Exhibits:

 

 

 

 

 

23

 

Consent of Independent Registered Public Accounting firm.

 

 

 

 

 

31.1

 

Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer.

 

 

 

 

 

31.2

 

Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer

 

 

 

 

 

32.1

 

Section 1350 Certification of the Chief Executive Officer.

 

 

 

 

 

32.2

 

Section 1350 Certification of the Chief Financial Officer.

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Dated: March 3, 2010

CoBiz Financial Inc.

 

 

 

By:

/s/ Steven Bangert

 

 

Steven Bangert

 

 

Chief Executive Officer and Chairman of the Board

 

2