Attached files
| file | filename |
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| EX-32.1 - UNITED SECURITY BANCSHARES | v205083_ex32-1.htm |
| EX-31.2 - UNITED SECURITY BANCSHARES | v205083_ex31-2.htm |
| EX-32.2 - UNITED SECURITY BANCSHARES | v205083_ex32-2.htm |
| EX-31.1 - UNITED SECURITY BANCSHARES | v205083_ex31-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-K/A
(Amendment
No. 1)
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.
¨ 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:
000-32987
UNITED SECURITY
BANCSHARES
(Exact
name of registrant as specified in its charter)
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CALIFORNIA
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91-2112732
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(State
or other jurisdiction of
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(I.R.S.
Employer
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incorporation
or organization)
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Identification
No.)
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2126 Inyo
Street, Fresno, California
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93721
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code (559) 248-4943
Securities
registered pursuant to Section 12(b) of the Act: Common Stock, no par value
on Nasdaq
(Title of
Class)
Securities
registered pursuant to Section 12(g) of the Act: NONE
Indicate
by check mark whether the registrant is a well-known seasoned issuer, as defined
in Rule 405 of the Securities Act.
Yes ¨ 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 Securities Act.
Yes ¨ 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 for the past 90
days.
Yes x No ¨
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, 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 ¨ No ¨
Indicate
by check mark if disclosure of delinquent filers pursuant to item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of the registrants knowledge, in the definitive proxy or information statements
incorporated by reference in Part III of this form 10-K or any amendment to this
Form 10-K. ¨
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer ¨ Accelerated
filer ¨ Non-accelerated
filer o Small
reporting company x
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act). Yes ¨ No x
Aggregate
market value of the Common Stock held by non-affiliates as of the last business
day of the registrant's most recently completed second fiscal quarter - June 30,
2009: $43,114,654
Shares
outstanding as of February 28, 2009: 12,496,499
DOCUMENTS
INCORPORATED BY REFERENCE
Certain
portions of the Definitive Proxy Statement for the 2010 Meeting
of Part
III, Items 10, 11, 12, 13 and 14
Shareholders
is incorporated by reference into Part III.
2
TABLE
OF CONTENTS
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Item
9A(T) Controls and Procedures
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5
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SIGNATURES
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7
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EXHIBIT
INDEX
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EX-31.1
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8
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EX-31.2
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9
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EX-32.1
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10
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EX-32.2
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11
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3
Explanatory
Note
This
Amendment No. 1 on Form 10-K/A (“Amendment No. 1”) amends the Annual Report on
Form 10-K of United Security Bancshares (“Company”) for the fiscal year ended
December 31, 2009, filed with the Securities and Exchange Commission (“SEC”) on
March 31, 2010 (the “Original 10-K”). This Amendment No. 1 is being
filed for the sole purpose of amending Item 9A(T) “Controls and Procedures” of
the Original 10-K as required under Item 308T of Regulation S-K, which was
incomplete in the Original 10-K.
The
complete text of the information as required by Item 9A(T) and the “report of
Management on Internal Control over Financial Reporting” is set forth below and
replaces in the entirety the information in Item 9A(T) of the Original 10-K .
This Amendment No. 1 should be read in conjunction with the Original 10-K and
the Company’s filings made with the SEC subsequent to the filing of the Original
10-K. This Form 10-K/A continues to speak as of the date of the
Form 10-K and no attempt has been made to modify or update disclosures in
the Original Form 10-K except as noted above. This
Form 10-K/A does not reflect events occurring after the filing of the
Form 10-K or modify or update any related disclosures, and any information
not affected by the amendments contained in this Form 10-K/A is unchanged
and reflects the disclosure made at the time of the filing of the Original 10-K
with the SEC.
4
Item
9A(T). Controls and Procedures
Evaluation of Disclosure Controls
and Procedures:
The
Company’s Chief Executive Officer (also the Company’s Principal Executive
Officer) and Chief Financial Officer (also the Company’s Principal Financial
Officer) have concluded that the effectiveness of the Company’s disclosure
controls and procedures (as defined in the Securities Exchange Act of 1934
Rules 13a-15(e) or 15d-15(e)) based on the evaluation of these
controls and procedures as required by paragraph (b) of Securities Exchange Act
of 1934 Rules 13a-15 or 15d-15, as of the end of the period
covered by this report was adequate and effective.
To assure
that financial information is reliable and assets are safeguarded, the Company’s
management maintains an effective system of internal controls and procedures,
important elements of which include: careful selection, training and
development of operating and financial managers; an organization that provides
appropriate division of responsibility; and communications aimed at ensuring
that Company policies and procedures are understood throughout the
organization. In establishing internal controls, management weighs the
costs of such systems against the benefits it believes such systems will
provide.
It should
be noted that in designing and evaluating the disclosure controls and
procedures, management recognizes that any controls and procedures, no matter
how well designed and operated, can provide only reasonable assurance of
achieving the desired control objectives, and management necessarily was
required to apply its judgment in evaluating the cost-benefit relationship of
possible controls and procedures. The Company’s disclosure controls and
procedures have been designed to reach a level of reasonable assurance of
achieving desired control objectives and, based on the evaluation described
above, the Company’s Chief Executive Officer and Chief Financial Officer
concluded that the Company’s disclosure controls and procedures were effective
at reaching that level of reasonable assurance.
Disclosure
controls and procedures are designed to ensure that information required to be
disclosed by us in the reports that we file or submit under the Securities
Exchange Act of 1934 is recorded, processed, summarized and reported, within the
time periods specified in the Securities and Exchange Commission’s
rules and forms. Disclosure controls and procedures include, without
limitation, controls and procedures designed to ensure that information required
to be disclosed by us in the reports that we file under the Securities Exchange
Act of 1934 is accumulated and communicated to our management, including our
Chief Executive Officer and Chief Financial Officer, as appropriate to allow
timely decisions regarding required disclosure.
(a)
Management’s Report on
Internal Control Over Financial Reporting
MANAGEMENT’S
REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management
of United Security Bancshares and Subsidiaries (the “Company”) is responsible
for establishing and maintaining adequate internal control over financial
reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities
Exchange Act of 1934, and for performing an assessment of the effectiveness of
internal control over financial reporting as of December 31, 2009. The
Company’s internal control over financial reporting is a process designed under
the supervision of the Company’s management, including the Chief Executive
Officer and Chief Financial Officer, to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with accounting principles
generally accepted in the United States.
The
Company’s system of internal control over financial reporting includes policies
and procedures that (i) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect transactions and dispositions
of assets of the Company; (ii) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial
statements in accordance with accounting principles generally accepted in the
United States, and that receipts and expenditures of the Company are being made
only in accordance with authorizations of management and directors of the
Company; and (iii) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use or disposition of the
Company’s assets that could have a material effect on the financial
statements.
5
Management
recognizes that there are inherent limitations in the effectiveness of any
system of internal control, and accordingly, even effective internal control can
provide only reasonable assurance with respect to financial statement
preparation and fair presentation. Further, because of changes in conditions,
the effectiveness of internal control may vary over time.
Under the
supervision and with the participation of the Company’s management, including
the Company’s Chief Executive Officer and Chief Financial Officer, the Company
performed an assessment of the effectiveness of the Company’s internal control
over financial reporting as of December 31, 2009 based upon criteria in
Internal Control —
Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission (“COSO”). Based on this assessment, Management
determined that the Company’s internal control over financial reporting was
effective as of December 31, 2009.
This
annual report does not include an attestation report of the Company’s registered
public accounting firm regarding internal control over financial reporting.
Management’s report was not subject to the attestation by the Company’s
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit the Company to provide only management’s
report in this annual report.
(b) Changes in Internal Controls
over Financial Reporting
There were
no changes in our internal control over financial reporting identified in
connection with the evaluation required by paragraph (d) of the Securities
Exchange Act of 1934 Rules 13a-15 or 15d-15 that occurred during the quarter
ended December 31, 2009 that have materially affected, or are reasonably likely
to materially affect, our internal control over financial
reporting.
The
Company does not expect that its disclosure controls and procedures and internal
control over financial reporting will prevent all error and fraud. A control
procedure, no matter how well conceived and operated, can provide only
reasonable, not absolute, assurance that the objectives of the control procedure
are met. Because of the inherent limitations in all control procedures, no
evaluation of controls can provide absolute assurance that all control issues
and instances of fraud, if any, within the Company have been detected. These
inherent limitations include the realities that judgments in decision making can
be faulty, and that breakdowns in controls or procedures can occur because of
simple error or mistake. Additionally, controls can be circumvented by the
individual acts of some persons, by collusion of two or more people, or by
management override of the control. The design of any control procedure is based
in part upon certain assumptions about the likelihood of future events, and
there can be no assurance that any design will succeed in achieving its stated
goals under all potential future conditions; over time, controls become
inadequate because of changes in conditions, or the degree of compliance with
the policies or procedures may deteriorate. Because of the inherent limitations
in a cost-effective control procedure, misstatements due to error or fraud may
occur and not be detected.
6
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 on Form 10-K/A Amendment No. 1
for the year ended December 31, 2009 to be signed on its behalf by the
undersigned thereunto duly authorized, in Fresno, California, on the 8th day of
December, 2010.
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United
Security Bancshares
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December
8, 2010
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/S/ Dennis R.
Woods
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Dennis
R. Woods
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President
and Chief Executive Officer
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December
8, 2010
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/S/ Richard B. Shupe
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Richard
B. Shupe
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Senior
Vice President and
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Chief
Financial Officer
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7