UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date
of report (Date of earliest event reported): February 18,
2010
Bank of Commerce Holdings
|
|
|
|
|
California
|
|
0-25135
|
|
94-2823865 |
|
|
|
|
|
(State or other jurisdiction of
incorporation or organization)
|
|
(Commission
File
Number)
|
|
(I.R.S. Employer
Identification
Number) |
|
|
|
1901 Churn Creek Road
Redding, California
|
|
96002 |
|
|
|
(Address of principal
executive offices)
|
|
(Zip Code) |
Registrants telephone number, including area code: (530) 772-3952
N/A
(Former Name or Former Address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, no par value per share
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 142-12 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 © under the Exchange Act (17
CFR 240.13e-4(c )) |
Indicate the number of shares outstanding of each of the issuers class of common stock, as
of the latest practicable date. February 17, 2010 Shares outstanding: 8,711,495
Item 4.02(a) Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or
Completed Interim Review.
Bank of Commerce Holdings (the Company), in the course of conducting year end audit preparation,
has determined that the accounting for the cash flows associated with mortgage loans held for sale
and goodwill related to the stock purchase agreement with Simonich Corporation was inappropriate in
our Quarterly Reports on Form 10-Q for the periods ended June 30, 2009 and September 30, 2009 (the
Original filings).
This error affects the characterization of items within the Companys statement of cash flows for
those periods, but does not affect earnings, statements of income, and does not significantly
affect the balance sheets.
As a result of discovering this error, the Company and its Audit and Qualified Legal Compliance
Committee (Audit Committee) concluded on February 5, 2010 that the necessary characterization
adjustments to correct previously issued financial statements included in the original filings to
properly reflect the revised cash flow statements are material. As such, the Company has restated
the consolidated financial statements for fiscal quarters ended June 30, 2009 and September 30,
2009, contained in the quarterly reports on Form 10-Q for each of those respective periods.
This instance is considered to be a material weakness in our disclosure controls and procedures
particularly as it relates to the selection and application of accounting principles and
specifically accounting for nonrecurring transactions. As a result of such conclusions, our
management determined to restate our consolidated financial statements as of and for the three and
six months ended June 30, 2009 and the three and nine months ended September 30, 2009. The
restatements are included in Form 10-Q/A filed for the periods ended June 30, 2009 and September
30, 2009 and filed on February 09, 2010.
In conjunction with the decision to restate our financial statements, management re-evaluated
our disclosure controls and procedures and concluded that these controls were not effective as of
June 30, 2009 and September 30, 2009.
During the first quarter of 2010, in conjunction with preparing our annual financial statements, we
are taking steps to identify, rectify and prevent the recurrence of the circumstances that resulted
in our determination to restate prior period financial statements, including a review of accounting
literature relating to non-recurring transactions. As part of this undertaking, we have consulted
with our independent registered public accounting firm, will increase emphasis on continuing
education for our accounting personnel and increased emphasis on reviewing applicable accounting
literature, all relating to the selection and application of accounting principles pertaining to
these areas.
The Company reiterates that these anticipated restatements will not affect the Companys earnings
or significantly affect the balance sheets for the applicable periods.
The Companys principal financial officer and principal accounting officer discussed these matters
with the Companys independent registered public accounting firm.
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. |
|
|
|
|
|
|
|
|
February 18, 2010 |
/s/ Samuel D. Jimenez
|
|
|
By: Samuel D. Jimenez
Senior Vice President and
Chief Financial Officer |
|
2