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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-KSB
(Mark One)
/ X / ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1997
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from __________ to _________
COMMISSION FILE NUMBER
333-06840
ROSEVILLE 1ST COMMUNITY BANCORP
(Exact name of registrant as specified in its charter)
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CALIFORNIA 94-3268023
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or organization)
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1801 Douglas Boulevard
Roseville, California 95661
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(Address of principal executive offices)
Issuer's telephone number: (916) 773-3333
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Securities registered pursuant to Section 12(b) of the Exchange Act:
None
Securities registered pursuant to Section 12(g) of the Exchange Act:
Common Stock, par value $0.01 per share
(Title of Class)
Check whether the issuer (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 12 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. Yes X No .
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Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this form
10-KSB or any amendment to this Form 10-KSB. [X].
The issuer's revenues for the fiscal year ended December 31, 1997
were $0.
As of March 27, 1998, the aggregate market value of the Registrant's
voting stock held by nonaffiliates of the Registrant was $0. This calculation
does not reflect a determination that certain persons are affiliates of the
Registrant for any other purposes.
The number of shares of Common Stock outstanding on March 27, 1998
was 0.
DOCUMENTS INCORPORATED BY REFERENCE
None
Transitional Small Business Disclosure Format: Yes No X
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PART I, PART II AND PART III
Roseville 1st Community Bancorp, a California corporation
("Bancorp"), was formed on April 2, 1997 by Roseville 1st National Bank, a
national bank (the "Bank"), which is not a reporting company under the
Securities Exchange Act of 1934, as amended, for the sole purpose of becoming
the holding company for the Bank, subject to approval of the Federal Reserve
Board and the Comptroller of the Currency. The reorganization (involving
Bancorp, the Bank and an interim national bank formed solely to effect the
reorganization) did not receive the required regulatory approvals until early
1998 and, as a result, was not consummated until March 10, 1998. Accordingly,
as of December 31, 1997, Bancorp had no shareholders, no material assets, no
material operations and had not engaged in any material transactions. As of
March 27, 1998, shares of Bancorp's common stock had not yet been issued to
the shareholders of the Bank in exchange for their shares of the Bank's
common stock. Thus, as of March 27, 1998, Bancorp had no shareholders.
This report on Form 10-KSB is made pursuant to Section 15(d) of the
Securities Exchange Act of 1934, as amended, solely because a Registration
Statement on Form S-4 was filed on behalf of Bancorp under the Securities Act
of 1933, as amended, and became effective on or about May 14, 1997.
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PART IV
ITEM 1. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
Exhibit
Number
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2.1(1) Agreement and Plan of Reorganization
3.1(1) Articles of Incorporation.
3.2(1) Bylaws.
4.1(1) See Exhibits 3.1 and 3.2.
21(1) Subsidiaries of Registrant
24.1 Power of Attorney (see page 4 of this report on Form 10-K).
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(1) Filed with the Registrant's Registration Statement on Form S-4 (File
No. 333-06840).
(b) Reports on Form 8-K:
No reports on Form 8-K were filed during the period of this report.
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SIGNATURES
Pursuant to the requirement of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.
ROSEVILLE 1ST COMMUNITY BANCORP
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DATE: March 26, 1998
By /s/ Richard C. Seeba
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Richard C. Seeba
President, Chief Executive Officer
and Director
DATE: March 26, 1998
By /s/ Douglas A. Nordell
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Douglas A. Nordell
Executive Vice President
and Chief Operating Officer
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KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard C. Seeba, Douglas A. Nordell
and Thomas C. Warren, and each of them, as his attorney-in-fact, with full
power of substitution, for him in any and all capacities, to sign any
amendments to this Report on Form 10-KSB and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that said
attorney-in-fact, or his substitute or substitutes, may do or cause to be
done by virtue hereof.
In accordance with the Securities Exchange Act of 1934, as amended,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
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Signature Title Date
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<S> <C> <C>
/s/ Richard C. Seeba President, Chief Executive March 27, 1998
- --------------------------------------- Officer (Principal
Richard C. Seeba Executive Officer) and
Director
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Signature Title Date
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/s/ Thomas C. Warren Senior Vice President, March 27, 1998
- --------------------------------------- Chief Financial Officer
Thomas C. Warren (Principal Financial and
Accounting Officer) and
Secretary
/s/ Kirk Doyle Director March 27, 1998
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Kirk Doyle
/s/ Pat I. Abare Director March 27, 1998
- ---------------------------------------
Pat I. Abare
/s/ Stephen F. Caulkins Director March 27, 1998
- ---------------------------------------
Stephen F. Caulkins
/s/ Howard Jahn Director March 27, 1998
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Howard Jahn
/s/ Thomas Manz Director March 27, 1998
- ---------------------------------------
Thomas Manz
/s/ D. Mark Davis Director March 27, 1998
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D. Mark Davis
/s/ Ernest E. Johnson Director March 27, 1998
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Ernest E. Johnson
- --------------------------------------- Director March __, 1998
James Otto
/s/ Randall Scagliotti Director March 27, 1998
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Randall Scagliotti
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