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) March 21, 2007
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American River Bankshares
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(Exact name of registrant as specified in its chapter)
California 0-31525 68-0352144
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(State or other jurisdiction (Commission (IRS Employer
Of incorporation) File Number) Identification No.)
3100 Zinfandel Drive, Suite 450, Rancho Cordova, California 95670
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (916) 851-0123
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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 39 Pages
The Index to Exhibits is on Page 4
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers; Compensatory Arrangements of
Certain Officers.
(d) (1) On March 21, 2007, the Registrant appointed Dorene C. Dominguez
as a director effective March 22, 2007. Registrant issued a
press release dated March 22, 2007 regarding the appointment of
Ms. Dominguez as a director of Registrant, which is attached
hereto as Exhibit 99.1 and incorporated herein by reference.
(2) Not Applicable.
(3) Committee assignments have not yet been made.
(4) Not Applicable.
(e) (1) On March 21, 2007, the Board of Directors of the registrant,
American River Bankshares, approved the Second Amendment to the
American River Bankshares 2005 Executive Annual Incentive Plan.
The Second Amendment sets the performance metrics and the
weightings for 2007 for the incentive compensation plan. The
foregoing description is qualified by reference to the Amendment
attached as Exhibit 99.1.
Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
(a) (1) March 21, 2007.
(2) The Securities and Exchange Commission approved The NASDAQ Stock
Market LLC rule change SR-NASDAQ-2006-008 pursuant to Section
19(b)(1) of the Securities Act of 1934 and based thereon NASDAQ
Issuer Alert 2007-001 dated February 7, 2007 requires listed
companies such as the Registrant to comply by January 1, 2008
with certain eligibility requirements of a Direct Registration
Program. Effective March 21, 2007, Article VI, Section 6.4 of
the Bylaws of the Registrant was amended to add the following
provision at the end of Section 6.4 to read as follows:
"Notwithstanding any other provision of these bylaws and Article
VI, Section 6.4 thereof, the corporation shall be entitled to
issue in its discretion uncertificated securities in compliance
with California Corporations Code Section 416(b), as amended,
subject to the right of a holder of shares of the corporation to
request issuance of a certificate in compliance with the
provisions of this Section 6.4." The Bylaws, as amended are
attached hereto as Exhibit 3.2 and incorporated herein by
reference.
(b) Not Applicable.
Item 9.01. Financial Statements and Exhibits
(a) Financial Statements
Not Applicable.
(b) Pro Forma Financial Information
Not Applicable.
(c) Shell Company Transactions
Not Applicable.
(d) Exhibits
(3.2) Bylaws, as amended.
(99.1) Second Amendment to the American River Bankshares 2005
Executive Annual Incentive Plan.
(99.2) Press Release dated March 22, 2007.
Page 2 of 39
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
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March 22, 2007 Mitchell A. Derenzo, Chief Financial Officer
Page 3 of 39
INDEX TO EXHIBITS
Exhibit No. Description Page
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3.2 Bylaws, as amended 5-37
99.1 Second Amendment to the American River
Bankshares 2005 Executive Annual Incentive Plan 38
99.2 Press Release dated March 22, 2007 39
Page 4 of 39