UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest reported) September 8, 2005 ------------------------------------- American River Bankshares ------------------------------------------------------ (Exact name of registrant as specified in its chapter) California 0-31525 68-0352144 ---------------------------- ------------ ------------------- (State or other jurisdiction (Commission (IRS Employer Of incorporation) File Number) Identification No.) 1545 River Park Drive, Suite 107, Sacramento, California 95815 -------------------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (916) 565-6100 -------------------- Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Solicitation material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Page 1 of 17 Pages The Index to Exhibits is on Page 3 Item 1.01. Entry into a Material Definitive Agreement. On September 8, 2005, the registrant, American River Bankshares, entered into a Managed Services Agreement (the "Agreement") with ProNet Solutions, Inc. ("ProNet"). The Agreement calls for ProNet to provide managed network services for American River Bankshares for a term of one (1) year and, unless written notice of non-renewal is provided by either party at least 90 days prior to expiration of the term, this Agreement shall automatically renew for a term of three (3) years. The foregoing description is qualified by reference to the Agreement attached as Exhibit 99.1. Item 9.01. Financial Statements and Exhibits. (c) Exhibits (99.1) Managed Services Agreement by and between ProNet Solutions, Inc. and American River Bankshares dated September 8, 2005. 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. AMERICAN RIVER BANKSHARES /s/ MITCHELL A. DERENZO -------------------------------------------- September 8, 2005 Mitchell A. Derenzo, Chief Financial Officer Page 2 of 17 INDEX TO EXHIBITS Exhibit No. Description Page ----------- --------------------------------- ---- 99.1 Managed Services Agreement by and between ProNet Solutions, Inc., and American River Bankshares dated September 8, 2005. 4-17 Page 3 of 17