UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 event Reported): March 21, 2018
American River Bankshares
(Exact Name of Registrant as Specified in Charter)
| California | 0-31525 | 68-0352144 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
| 3100 Zinfandel Drive, Suite 450, Rancho Cordova, California 95670 |
| (Address of Principal Executive Offices) (Zip Code) |
(916) 851-0123
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
| Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: | ||
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| [ ] | Soliciting 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)) | |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Page 1 of Page 4
The Index to Exhibits is on Page 3
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) (1) On March 21, 2018, the Registrant appointed Nicolas C. Anderson as a director of the Registrant, American River Bankshares, and the Registrants’ subsidiary, American River Bank, effective March 22, 2018. Registrant issued a press release dated March 23, 2018 regarding the appointment of Mr. Anderson as a director of the Registrant and American River Bank, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
(2) Not Applicable.
(3) Mr. Anderson has been appointed to the Registrants’ Audit Committee.
(4) Not Applicable.
(5) Not Applicable.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits (99.1) Press release dated March 23, 2018
SIGNATURE
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 | ||
| Date: March 23, 2018 | By: | /s/ Mitchell A. Derenzo |
| Mitchell A. Derenzo | ||
| Chief Financial Officer (Principal Accounting and Financial Officer) | ||
Page 2 of 4
INDEX TO EXHIBITS
| Exhibit No. | Description | Page | ||
| 99.1 | Press release of American River | 4 | ||
| Bankshares dated March 23, 2018 |
Page 3 of 4
EXHIBIT 99.1
American River Bankshares Appoints Nicolas Anderson to its Board of Directors
SACRAMENTO, Calif., March 23, 2018 (GLOBE NEWSWIRE) -- The Board of Directors of American River Bankshares (NASDAQ–GS:AMRB) today announced that it has appointed Nicolas Anderson to the American River Bankshares Board. In addition, the Company has also appointed Mr. Anderson to the Board of American River Bank.
“Nic’s successful track record in investment banking and financial services as well as his achievements in innovative digital arenas will add key insights to our Board of Directors,” said David E. Ritchie, Jr., President and CEO of American River Bankshares. “He is a strategic thought leader and his entrepreneurial experience will provide valuable insight and contribution to our Board of Directors.”
Nicolas Anderson is the Chief Executive Officer of Capitol Digital & Califorensics, a company that provides digital forensics and high-value digital discovery services to law firms, corporations and government agencies, and a former Investment Banker and Co-Founder of a successful startup venture. During his eleven-year career, Mr. Anderson has been recognized for his acumen in strategic analysis, successful portfolio management, rapid start-up development and high-value execution on growth tactics.
Mr. Anderson has served as a mentor for Streetwise Partners and MicroMentor (a division of Mercy Corps.). Mr. Anderson holds a degree in economics from Harvard University and a Master of Business Administration from Harvard Business School.
About American River Bankshares
American River Bankshares (NASDAQ-GS:AMRB) is the parent company of American River Bank, a regional bank serving Northern California since 1983. We give business owners more REACH by offering financial expertise and exceptional service to complement a full suite of banking products and services. Our honest approach, commitment to community and focus on profitability is intended to lead our clients to greater success. For more information, call (916) 544-0545 or visit AmericanRiverBank.com.
Forward-Looking Statements
Certain statements contained herein are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, which involve risks and uncertainties. Actual results may differ materially from the results in these forward-looking statements. Factors that might cause such a difference include, among other matters, changes in interest rates, economic conditions, governmental regulation and legislation, credit quality, and competition affecting the Company’s businesses generally; the risk of natural disasters and future catastrophic events including terrorist related incidents; and other factors discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, and in subsequent reports filed on Form 10-Q and Form 8-K. The Company does not undertake any obligation to publicly update or revise any of these forward-looking statements, whether to reflect new information, future events or otherwise, except as required by law.
Investor Contact:
Mitchell A. Derenzo
Executive Vice President, Chief Financial Officer
American River Bankshares
916-231-6723
Media Contact:
Erica Thompson Dias
Vice President, Marketing & Community Engagement
American River Bankshares
916-231-6717