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) July 28, 2006 ----------------------- 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.) 3100 Zinfandel Drive, Suite 450, Ranch Cordova, California 95670 ---------------------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (916) 231-6700 ----------------------- 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 14 Pages The Index to Exhibits is on Page 3 Item 1.01. Entry into a Material Definitive Agreement. On July 28, 2006, the registrant executed an amendment to a lease (the "Lease Amendment") with the LUM YIP KEE, LIMITED, a Hawaii corporation doing business as Twin Trees Land Company. The Lease Amendment relates to office space currently occupied by one of the issuer's banking divisions, American River Bank. The premises are located at 2240 Douglas Boulevard, Suite 100, Roseville, California. The Lease Amendment is for an additional term of one hundred and twenty (120) months, expiring on November 30, 2016. The foregoing description is qualified by reference to the Lease Amendment attached as Exhibit 99.1. Item 9.01. Financial Statements and Exhibits. (c) Exhibits 99.1 Lease Amendment No. 1 to Commercial Lease Agreement between LUM YIP KEE, LIMITED, a Hawaii corporation doing business as Twin Trees Land Company, and American River Bank. 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 -------------------------------------------- July 28, 2006 Mitchell A. Derenzo, Chief Financial Officer Page 2 of 14 INDEX TO EXHIBITS Exhibit No. Description Page ----------- ----------- ---- 99.1 Lease Amendment No. 1 to Commercial Lease Agreement between LUM YIP KEE, LIMITED, a Hawaii corporation doing business as Twin Trees Land Company, and American River Bank. 4 Page 3 of 14