SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A No. 1
ANNUAL REPORT UNDER SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended: DECEMBER 31, 1997
Commission File Number: 0-27784
HUMBOLDT BANCORP
(Exact name of small business issuer as specified in its charter)
CALIFORNIA 93-1175446
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
701 FIFTH STREET
EUREKA, CALIFORNIA
(Address of principal executive offices)
95501
(Zip Code)
(707) 445-3233
(Registrant's telephone number, including area code)
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
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve months (or for such shorter period that the
registrant was required to file such reports);and 2) has been subject to such
filing requirements for the past 90 days.
X Yes No
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation 5(b), and no disclosure will be contained, to the best of the
registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of the Form 10-KSB.
Issuer's revenues for the most recent fiscal year were: $28,162,000
Aggregate Market Value of the voting stock held by
non-affiliates of the registrant as of December 31, 1997: $41,543,000
Number of shares of common stock outstanding at
December 31, 1997 is: 1,576,542
Documents incorporated by reference: NONE
This report includes a total of 44 pages
Exhibit Index on page 43
<PAGE>2
ITEM 10 -EXECUTIVE COMPENSATION
The following tables set forth the cash and non-cash compensation paid for all
services of the Chief Executive Officer, Theodore S. Mason, the Chief Financial
Officer, Alan J. Smyth, the Senior Loan Officer, Ronald V. Barkley, and the
Chief Administrative Officer, Paul A. Ziegler.
OTHER
ANNUAL DEFERRED OPTIONS
NAME YEAR SALARY BONUS(2) COMP(3) COMP(4) GRANTED
Theodore S. Mason (1) 1997 $125,000 $45,990 $1,782 $125,000 2,000
Theodore S. Mason 1996 $105,000 $70,906 $1,658 $100,000 2,000
Theodore S. Mason 1995 $105,000 $52,001 $1,464 $ 60,000 3,000
Alan J. Smyth 1997 $ 85,000 $ 1,865 $2,107 $ 75,000 2,000
Alan J. Smyth 1996 $ 70,000 $68,017 $2,331 $ 50,000 1,000
Alan J. Smyth 1995 $ 70,000 $55,410 $2,506 $ 31,668 500
Ronald V. Barkley 1997 $ 85,000 $34,991 $1,882 $ 60,000 2,000
Ronald V. Barkley 1996 $ 70,000 $12,926 $2,250 $ 45,000 1,000
Ronald V. Barkley 1995 $ 70,000 $48,884 $1,750 $ 31,703 500
Paul A. Ziegler 1997 $ 77,000 $25,825 $ 554 0.00 5,000
Paul A. Ziegler 1996 $ 70,000 $24,600 $ 631 0.00 1,000
Paul A. Ziegler 1995 $ 55,070 $14,015 $ 553 0.00 500
(1) Humboldt Bank entered into an employment agreement with Mr. Mason on
May 1, 1989 whereby Mr. Mason agreed to serve as the Bank's President and
Chief Executive Officer, which Agreement was on December 10, 1996
extended for a third time to January 1, 2001. Under the terms of the
Agreement, Mr. Mason is entitled to receive a base salary of $125,000.00
per year and an incentive bonus based on a percentage ranging from 4% to
2.5% of the Bank's pre-tax profits pursuant to an incentive bonus plan.
During his term of employment, Mr. Mason may be reimbursed for travel,
meals, entertainment expenses, service to charitable organizations, and
membership in certain committees and other organizations. In addition,
he is eligible for typical employee benefits such as paid vacation, sick
leave, medical insurance and the use of an automobile owned by the Bank.
(2) Includes amounts paid to Mr. Mason, Mr. Smyth, Mr. Barkley, and Mr.
Ziegler pursuant to the Bank's Incentive Bonus Plan.
(3) Includes amounts imputed to Mr. Mason, Mr. Smyth, Mr. Barkley, and
Mr. Ziegler as income for tax purposes pursuant to the Bank's automobile
program and the Bank's life insurance program.
(4) Includes amounts of salary or bonus deferred by Mr. Mason, Mr. Smyth
and Mr. Barkley pursuant to the Bank's Deferred Compensation Plan. The
amounts in this column are not included in the Salary and Bonus columns.
<PAGE>3
BENEFIT PLANS
RETIREMENT PLAN: The Bank has a defined contribution retirement plan
covering substantially all of the Bank's employees. Bank contributions to the
plan are made at the discretion of the Board of Directors in an amount not to
exceed the maximum amount deductible under the profit sharing plan rules of the
Internal Revenue Service. Employees may elect to have a portion of their
compensation contributed to the plan in conformity with the requirements of
Section 401(k) of the Internal Revenue Code. Salaries and employee benefits
expense includes Bank contributions to the plan of $134,000 during 1997 and
$98,000 during 1996.
DIRECTOR FEE PLAN: The Bancorp has adopted the Humboldt Bank Director Fee
Plan (the "Fee Plan"). The Fee Plan permits each Bank director to elect to
receive his/her directors' fees in the form of Company common stock, cash, or a
combination of Company common stock and cash, and to elect to defer the receipt
of any of the foregoing until the end of his/her term as a Bank director. If
deferral is elected, the amount of the director's fees shall be credited to an
account on behalf of the director, however, such crediting shall constitute a
mere promise on the part of the Company to pay/distribute on this account. The
account is otherwise unsecured, unfunded and subject to the general claims of
creditors of the Bank and Company. The Fee Plan provides for the issuance of
up to 40,000 shares of Company common stock. The amount of such fees deferred
in 1997 totaled $43,000. At December 31, 1997, the liability for amounts due
under this plan totaled $63,000, or approximately 2,671 shares of stock.
EMPLOYEE STOCK BONUS PLAN: The Company has an Employee Stock Bonus Plan
which is funded annually at the sole discretion of the Board of Directors.
Funds are invested in Company stock, when available, and is purchased at the
current market price on behalf of all employees except the executive officers
of the Bank. The compensation cost recognized for 1997 and 1996 was $20,000
each year.
POSTEMPLOYMENT BENEFIT PLANS AND LIFE INSURANCE POLICIES: The Bank has
purchased single premium life insurance policies in connection with the
implementation of salary continuation and deferred compensation plans for
certain key employees. The policies provide protection against the adverse
financial effects from the death of a key employee and provide income to offset
expenses associated with the plans. The specified employees are insured under
the policies, but the Bank is the owner and beneficiary. At December 31, 1997
and 1996, the cash surrender value of these policies totaled approximately
$4,810,000 and $4,583,000 respectively.
The plans are unfunded and provide for the Bank to pay the employees
specified amounts for specified periods after retirement and allow the
employees to defer a portion of current compensation in exchange for the Bank's
commitment to pay a deferred benefit at retirement. If death occurs prior to
or during retirement, the Bank will pay the employee's beneficiary or estate
the benefits set forth in the plans.
At December 31, 1997 and 1996, liabilities recorded for the estimated
present value of future salary continuation and deferred compensation benefits
totaled approximately $1,451,000 and $932,000, respectively. Salary
continuation benefits may be paid if termination is without cause or due to a
change in control of the Bank. Otherwise no benefits are paid upon
termination. Deferred compensation is vested as to the amounts deferred. In
the event of death or under certain other circumstances, the Bank is
contingently liable to make future payments greater than the amounts recorded
as liabilities. Based on present circumstances, the Bank does not consider it
probable that such a contingent liability will be incurred or that in the event
of death, such a liability would be material after consideration of life
insurance benefits.
STOCK OPTION PLAN: The Company has a stock option plan under which
incentive and nonstatutory stock options, as defined under the Internal Revenue
Code, may be granted. Options representing 87,484 shares of the Company's
issued and outstanding no par value common stock may be granted under the plan
by the Board of Directors to directors, officers and key, full-time employees
at an exercise price not less than the fair market value of the shares on the
<PAGE>4
date of grant. Options representing shares of the Company's issued and
outstanding common stock may be granted under the Humboldt Bank Stock Option
Plan. Options may have an exercise period of not longer than 10 (ten) years
and the options are subject to a graded vesting schedule of 33% per year for
incentive stock options and 20% per year for nonstatutory stock options.
The following tables set forth the number of options granted to the
Company's executive officers during 1997 and the number and value of
unexercised options held by such executive officers as of the end of 1997.
<TABLE>
<CAPTION>
OPTION GRANTS IN 1997
POTENTIAL
REALIZABLE
% OF TOTAL VALUE AT
OPTIONS EXERCISE ASSUMED
GRANTED TO PRICE APPRECIATION
OPTIONS EMPLOYEES PER EXPIRATION FOR OPTION
NAME GRANTED IN 1997 SHARE DATE TERM 5% / 10%
<S> <C> <C> <C> <C> <C>
Theodore S. Mason 2000 6.3% $19.77 Feb. 18, 2007 $24,860 / $ 63,020
Alan J. Smyth 1000 3.1% $19.77 Feb. 18, 2007 $12,430 / $ 31,150
Alan J. Smyth 1000 3.1% $30.25 Dec. 18, 2007 $19,020 / $ 48,210
Ronald V. Barkley 1000 3.1% $19.77 Feb. 18, 2007 $12,430 / $ 31,150
Ronald V. Barkley 1000 3.1% $30.25 Dec. 18, 2007 $19,020 / $ 48,210
Paul A. Ziegler 1000 3.1% $19.77 Feb. 18, 2007 $12,430 / $ 31,150
Paul A. Ziegler 4000 12.5% $30.25 Dec. 18, 2007 $76,080 / $192,840
</TABLE>
AGGREGATED OPTION EXERCISES IN 1997
NUMBER OF
UNEXERCISED VALUE OF
SHARES OPTIONS UNEXERCISED
ACQUIRED AT YEAR-END IN-THE-MONEY
ON VALUE (EXERCISABLE/ (EXERCISABLE/
NAME EXERCISE REALIZED UNEXERCISABLE) UNEXERCISABLE)
Theodore S. Mason -0- -0- 60,473 / 5,144 $474,008 / $ 59,193
Alan J. Smyth -0- -0- 28,548 / 3,129 $224,149 / $ 65,063
Ronald V. Barkley -0- -0- 28,548 / 3,129 $224,149 / $ 65,063
Paul A. Ziegler -0- -0- 5,402 / 6,129 $ 53,737 / $155,813
<PAGE>5
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
HUMBOLDT BANCORP
THEODORE S. MASON
Date: April 6, 1998 By: ________________________________________
Theodore S. Mason
President & Chief Executive Officer
