Attached files
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, 2010
[ ] 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 0-30106
PACIFIC CONTINENTAL CORPORATION
(Exact name of registrant as specified in its charter)
OREGON 93-1269184
(State of Incorporation) (IRS Employer Identification No)
111 West 7th Avenue
Eugene, Oregon 97401
(Address of principal executive offices and zip code)
(541) 686-8685
(Registrant’s telephone number, including area code)
Securities registered pursuant to section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which Registered
Common Stock, No par value per share NASDAQ Global Select Market
Securities registered pursuant to 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 __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 __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 ___
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 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. ( X )
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 definition of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer __ Accelerated filer X Non-accelerated filer __ Smaller Reporting Company __
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes __ No X
The aggregate market value of the voting stock held by non-affiliates of the registrant at June 30, 2010, (the last business day of the most recent second quarter) was $165,247,494 based on the closing price as quoted on the NASDAQ Global Select Market on that date.
The number of shares outstanding of the registrant’s common stock, no par value, as of March 4, 2011, was 18,415,132.
DOCUMENTS INCORPORATED BY REFERENCE
Part III incorporates, by reference, information from the registrant’s definitive proxy statement for the 2011 annual meeting of shareholders.
EXPLANATORY NOTE
On March 11, 2011 Pacific Continental Corporation (the “Company”) filed with the Securities and Exchange Commission its Annual Report on Form 10-K for the fiscal year ended December 31, 2010 (the “10-K Report”). We are filing this Amendment No. 1 (this “Amendment”) to the 10-K Report to (i) amend Item 5 (Market for Company’s Common Equity, Related Shareholder Matters and Purchases of Equity Securities) to correct the number of shares outstanding; and (ii) to re-file Item 15 (Exhibits and Financial Statement Schedules) to include currently-dated certifications from our Chief Executive Officer and Chief Financial Officer as exhibits to this Amendment. Under “Market Information and Shareholders,” the number of shares of common stock outstanding at March 4, 2011 was erroneously reported as 18,404,725 and has been revised to reflect the correct number of shares of common stock outstanding of 18,415,132.
No other revisions or amendments have been made to Part II or Part IV of the 10-K Report. This Amendment does not reflect events occurring after March 11, 2011, the date of the original filing of our 10-K Report, or modify or update those disclosures that may have been affected by subsequent events.
PACIFIC CONTINENTAL CORPORATION
ANNUAL REPORT ON FORM 10-K/A
(Amendment No. 1)
For the Fiscal Year Ended December 31, 2010
TABLE OF CONTENTS
PART II
Item 5 Market for Company’s Common Equity, Related Shareholder Matters and Purchases of Equity Securities
PART IV
Item 15 Exhibits and Financial Statement Schedules
SIGNATURES
PART II
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ITEM 5
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Market for Company’s Common Equity, Related Shareholder Matters and Purchases of Equity Securities
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Market Information and Shareholders
The Company’s common stock is traded on the NASDAQ Global Select Market under the symbol PCBK. At March 4, 2011, the Company had 18,415,132 shares of common stock outstanding held by approximately 2,498 shareholders of record.
The high, low and closing sales prices (based on daily closing price) for the last eight quarters are shown in the table below.
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YEAR
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2010
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2009
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QUARTER
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Fourth
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Third
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Second
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First
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Fourth
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Third
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Second
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First
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Market value:
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High
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$ | 10.45 | $ | 9.61 | $ | 12.19 | $ | 11.58 | $ | 12.37 | $ | 11.78 | $ | 13.27 | $ | 14.96 | ||||||||||||||||
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Low
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8.25 | 8.05 | 9.43 | 9.25 | 8.54 | 9.46 | 10.79 | 9.99 | ||||||||||||||||||||||||
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Close
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10.06 | 9.05 | 9.47 | 10.50 | 11.44 | 10.53 | 12.13 | 12.92 | ||||||||||||||||||||||||
Dividends
The Company pays cash dividends on a quarterly basis, typically in March, June, September and December of each year. The Board of Directors considers the dividend amount quarterly and takes a broad perspective in its dividend deliberations including a review of recent operating performance, capital levels, projected capital levels, loan concentrations as a percentage of capital and growth projections. The Board also considers dividend payout ratios, dividend yield, and other financial metrics in setting the quarterly dividend. The Company declared and paid cash dividends of $0.04 per share for the year ended December 31, 2010. That compares to cash dividends of $0.25 per share paid for the year ended December 31, 2009. Regulatory authorities may prohibit the Company from paying dividends in a manner that would constitute an unsafe or unsound banking practice or would reduce the amount of its capital below that necessary to meet minimum applicable regulatory capital requirements. Current guidance from the Federal Reserve provides, among other things, that dividends per share generally should not exceed earnings per share, measured over the previous four fiscal quarters. The Company’s dividends per share did not exceed earnings per share in 2010. Future dividends will depend on sufficient earnings to support them, along with approval of the Board and appropriate bank regulatory authorities.
Equity Compensation Plan Information
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Year Ended December 31, 2010
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Number of shares to be issued upon exercise of outstanding options, warrants and rights (2)
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Weighted-average exercise price of outstanding options, warrants and rights (2)
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Number of shares remaining available for future issuance under equity compensation plans (2)
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Equity compensation plans approved
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by security holders(1)
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908,608
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$13.68
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183,090
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Equity compensation plans not
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approved by security holders
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0
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$0.00
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0
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Total
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908,608
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$13.68
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183,090
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(1) Under the Company’s respective equity compensation plans, the Company may grant incentive stock options and non-qualified stock
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options, restricted stock, restricted stock units and stock appreciation rights to its employees and directors, however only employees may
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receive incentive stock options.
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(2) All amounts have been adjusted to reflect subsequent stock splits and stock dividends.
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Performance graph
The information contained in the following chart entitled “Total Return Performance” is not considered to be “soliciting material”, or “filed”, or incorporated by reference in any past or future filing by the Company under the Securities Exchange Act of 1934 or the Securities Act of 1933 unless and only to the extent that the Company specifically incorporates it by reference.
STOCK PERFORMANCE GRAPH
The above graph and following table compares the total cumulative shareholder return on the Company’s Common Stock, based on reinvestment of all dividends, to the cumulative total returns of the Russell 2000 Index and SNL Securities $1 Billion to $5 Billion Bank Asset Size Index. The graph assumes $100 invested on December 31, 2005, in the Company’s Common Stock and each of the indices.
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Period Ending
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Index
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12/31/05
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12/31/06
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12/31/07
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12/31/08
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12/31/09
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12/31/10
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Pacific Continental Corporation
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100.00
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124.66
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90.24
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111.12
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86.76
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76.62
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Russell 2000
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100.00
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118.37
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116.51
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77.15
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98.11
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124.46
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SNL Bank $1B-$5B
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100.00
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115.72
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84.29
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69.91
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50.11
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56.81
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PART IV
ITEM 15 Exhibits and Financial Statement Schedules
(a)(1)(2) See Index to Consolidated Financial Statements filed under Item 8 of this report.
All other schedules to the financial statements required by Regulation S-X are omitted because they are not applicable, not material, or because the information is included in the financial statements or related notes.
(a)(3) Exhibit Index
Exhibit
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3.1
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Second Amended and Restated Articles of Incorporation (1)
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3.2
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Amended and Restated Bylaws (2)
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10.1*
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1999 Employee Stock Option Plan (3)
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10.2*
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1999 Director’s Stock Option Plan (3)
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10.3**
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Amended 2006 Stock Option and Equity Compensation Plan
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10.4*
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Form of Restricted Stock Award Agreement (4)
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10.5*
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Form of Stock Option Award Agreement (4)
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10.6*
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Form of Restricted Stock Unit Agreement (4)
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10.7*
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Form of Stock Appreciation Rights Agreement (4)
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10.8*
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Change of Control/Salary Continuation Agreement for Michael A. Reynolds (5)
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10.9*
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Change of Control/Salary Continuation Agreement for Mitchell J. Hagstrom(5)
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10.10*
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Executive Employment Agreement for Roger Busse (6)
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10.11*
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Executive Employment Agreement for Hal M. Brown (6)
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10.12*
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Amendment to Executive Employment Agreement for Roger Busse (7)
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10.13*
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Amendment to Executive Employment Agreement for Hal M. Brown (7)
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10.14*
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NWB Financial Corporation Employee Stock Option Plan (8)
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10.15*
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NWB Financial Corporation Director Stock Option Plan (8)
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10.16*
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Director Fee Schedule, Effective January 1, 2010 (9)
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10.17*
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Director Stock Trading Plan (6)
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14
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Code of Ethics for Senior Financial Officers and Principal Executive Officer (6)
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23.1**
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Consent of Moss Adams LLP
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24.1**
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Power of Attorney (included on signature page to this report)
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31.1+
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302 Certification, Hal M. Brown, Chief Executive Officer
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31.2 +
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302 Certification, Michael A. Reynolds, Executive Vice President and Chief Financial Officer
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32+
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Certifications Pursuant to 18 U.S.C. Section 1350
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(1)
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Incorporated by reference to Exhibit 3.1 of the Company’s Quarterly Report on Form 10-Q for the Quarter ended March 31, 2010.
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(2)
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Incorporated by reference to Exhibit 3.1 of the Company’s Quarterly Report on Form 10-Q for the Quarter ended September 30, 2008.
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(3)
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Incorporated by reference to Exhibits 99.1 and 99.2 of the Company’s S-8 Registration Statement (File No. 333-109501).
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(4)
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Incorporated by reference to Exhibits 99.2-99.5 of the Company’s Form S-8 Registration Statement (File No. 333-134702).
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(5)
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Incorporated by reference to Exhibits 10.2 and 10.4 of the Company’s Quarterly Report on Form 10-Q for the Quarter ended March 31, 2005.
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(6)
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Incorporated by reference to Exhibits 10.9, 10.10, 10.14 and 14 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007.
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(7)
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Incorporated by reference to the Company’s Current Report on Form 8-K filed April 21, 2010.
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(8)
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Incorporated by reference to Exhibits 99.1 and 99.2 of the Company’s Form S-8 Registration Statement (File No. 333-130886).
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(9)
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Incorporated by reference to Exhibit 10.15 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008.
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* Executive Contract, Compensatory Plan or Arrangement
** Previously Filed
+ Filed Herewith
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to the report to be signed on its behalf by the undersigned on March 28, 2011.
PACIFIC CONTINENTAL CORPORATION
(Company)
By: /s/ Hal M. Brown
Hal Brown
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this Amendment No. 1 to the report has been signed below by the following persons on behalf of the Company and in the capacities indicated on the 28th day of March 2011.
Principal Executive Officer
By /s/ Hal M. Brown Chief Executive Officer
Hal Brown and Director
Principal Financial and Accounting Officer
By /s/ Michael A. Reynolds Executive Vice President and
Michael A. Reynolds Chief Financial Officer
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Remaining Directors
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By Robert A. Ballin * Chairman By Michael Heijer * Director
Robert A. Ballin Michael Heijer
By Donald G. Montgomery * Vice Chairman By Michael D. Holzgang * Director
Donald G. Montgomery Michael D. Holzgang
By Cathi Hatch * Director By Donald L. Krahmer, Jr. * Director
Cathi Hatch Donald L. Krahmer, Jr.
By Michael S. Holcomb * Director By John H. Rickman * Director
Michael S. Holcomb John H. Rickman
* By: /s/ Hal Brown
As Attorney-in-Fact
CERTIFICATIONS
I, Hal Brown, certify that:
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1.
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I have reviewed this Amendment No. 1 to the Form 10-K of Pacific Continental Corporation;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Date: March 28, 2011
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/s/ Hal Brown
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Hal Brown, Chief Executive Officer
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CERTIFICATION
I, Michael A. Reynolds, certify that:
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1.
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I have reviewed this Amendment No. 1 to the Form 10-K of Pacific Continental Corporation;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Date: March 28, 2011 /s/ Michael A. Reynolds
Michael A. Reynolds, Executive Vice President & CFO
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Amendment No. 1 to the Annual Report of Pacific Continental Corporation (the “Company”) on Form 10-K/A for the period ended December 31, 2010, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, Hal M. Brown, Chief Executive Officer, and Michael A. Reynolds, Chief Financial Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to our knowledge:
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ Hal M. Brown
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/s/ Michael A. Reynolds
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Hal M. Brown
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Michael A. Reynolds
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Chief Executive Officer
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Chief Financial Officer
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Dated: March 28, 2011