Attached files
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EX-99.1 - EXHIBIT 99.1 - SONOMA VALLEY BANCORP | c24461exv99w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No.____ )
(Amendment No.____ )
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 7, 2011
SONOMA VALLEY BANCORP
(Exact name of registrant as specified in its charter)
California | 000-31929 | 68-0454068 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
P. O. Box 267, Sonoma, California |
95476 |
|
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (707)738-9862
Not Applicable
(Former name or former address, if changed since last report.)
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:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
EXPLANATORY NOTE
Sonoma Valley Bancorp is filing this amendment to its Form 8-K, which was originally filed with the
Securities and Exchange Commission on June 7, 2011 (the Original Form 8-K), for the sole purpose
of including the complete Fiduciary Liability Insuring Agreement, Form No. 5093 (Fiduciary
Liability Insuring Agreement), and the Extended Reporting Period Endorsement (Endorsement).
Exhibit 99.1 to the Original Form 8-K contained all of the pages of the Fiduciary Liability
Insuring Agreement except for page one, and did not include the Endorsement. This Amendment will
file page one of the Fiduciary Liability Insuring Agreement, and the Endorsement, both of which
were inadvertently omitted in the Original Form 8-K, and update information relevant to such
filing.
Except for the complete Fiduciary Liability Insuring Agreement and the Endorsement, filed hereto as
Exhibit 99.1, and the information set forth in Item 8.01 below, no other changes have been made to
the Original Form 8-K in this Amendment. Other than as set forth herein, this Amendment speaks as
of the original filing date of the Original Form 8-K, does not reflect events that may have
occurred after the original filing date and does not modify or update in any way disclosures made
in the Original Form 8-K.
Section 8 Other Events
Item 8.01 | Other Events. |
All of Sonoma Valley Bancorps director and officer liability insurance policies, along with the
broad form company liability policy, the fiduciary liability policy and the privacy liability
policy, among other policies (collectively, the Policies), insuring Sonoma Valley Bancorps
officers and directors against liability expire and terminate on July 1 or July 10, 2011, at 12:01
a.m. local time, pursuant to and in accordance with the terms and conditions set forth in the
Policies, a full copy of which are attached as an exhibit to this Current Report and incorporated
herein by reference. In addition, the extended reporting period for the same policies expire on
the same days. The above description of the Policies is qualified by reference to the full text of
the Policies filed herewith.
In addition to the foregoing, there have been several derivative litigation lawsuits (the
Actions) filed against the members of the board of directors (the Board) and certain officers
of Sonoma Valley Bancorp in the Superior Court of California, County of Sonoma. Below is a brief
summary of the Actions.
On June 29, 2011, a shareholder of Sonoma Valley Bancorp filed a putative class action lawsuit for
breach of fiduciary duty against the Sonoma Valley Bancorps present and former directors and
officers. Newton Dal Poggetto v. Mel Switzer, et al., Case No. SCV-249917, Superior Court of
California, County of Sonoma.
On August 17, 2011, two shareholders of Sonoma Valley Bancorp. filed a derivative breach of
fiduciary duty and abuse of control action on behalf of Sonoma Valley Bancorp against Sonoma Valley
Bancorps present and former directors and officers. Douglas R. Ghiselin v. Mel Switzer, et al.,
Case No. SCV-250193, Superior Court of California, County of Sonoma.
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On August 26, 2011, counsel and plaintiffs for the two prior lawsuits combined their lawsuits into
one and filed an amended complaint in the action entitled Newton Dal Poggetto v. Mel Switzer, et
al., Case No. SCV-249917, Superior Court of California, County of Sonoma (the Amended Complaint).
The Amended Complaint alleges that the directors and officers breached their duties of good faith,
fair dealing, loyalty and care to Sonoma Valley Bancorp with respect to various loans made by
Sonoma Valley Bancorps subsidiary, Sonoma Valley Bank. The Amended Complaint further alleges that
the directors and officers breached their duties to Sonoma Valley Bancorp by making alleged
misrepresentations of and/or omitting to state material facts in the public reports filed with the
Securities and Exchange Commission on behalf of Sonoma Valley Bancorp, and failing to inform the
Board about the alleged mismanagement of Sonoma Valley Bank or responding to such alleged
mismanagement. These breaches allegedly damaged Sonoma Valley Bancorp in the amounts according to
proof.
Section 9 Financial Statements and Exhibits
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No. | Exhibit Description | |||
99.1 | Page 1 of Fiduciary Liability Insuring Agreement (part of the
Directors and Officers / Company Liability Insurance Policies)
and Extended Reporting Period Endorsement |
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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.
SONOMA VALLEY BANCORP, a California corporation |
||||
By: | /s/ Robert J. Nicholas | |||
Name: | Robert J. Nicholas | |||
Title: | Chairman of the Board |
Date: November 8, 2011
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