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) October 26, 2005
-------------------
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, Rancho Cordova, California 95670
------------------------------------------------------------ ---------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (916) 565-6100
-------------------
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 12 Pages
The Index to Exhibits is on Page 3
Item 1.01. Entry into a Material Definitive Agreement.
On October 23, 2005, the registrants Board of Director's approved the American
River Bankshares 2005 Executive Annual Incentive Plan (the "Plan"). The Plan
lays out the performance metrics and the incentive opportunities for the
Executive Officers of the registrant for 2005. The foregoing description is
qualified by reference to the Agreement attached as Exhibit 99.1.
The Board also approved an increase in the Board's meeting attendance fees and
the monthly retainers for the registrants Board Members for 2005. The monthly
attendance fee for Board Meetings will be $300.00; the monthly attendance fee
for Board Committee Meetings will be $200.00. The monthly retainer fee for Board
Members, excluding the Chairman, will be $600.00; the monthly retainer for the
Chairman will be $1,000. In addition, committee chairs will receive an
additional $200.00 per month retainer.
The Board also approved the annual salaries for the Executive Officers of the
registrant for 2005 as follows: David Taber, Chief Executive Officer, $250,000;
Mitchell Derenzo, Chief Financial Officer, $140,000; Douglas Tow, Chief Credit
Officer, $140,000; Kevin Bender, Chief Information Officer, $105,000; Gregory
Patton, President of American River Bank, $135,000; Raymond Byrne, President of
North Coast Bank, a division of American River Bank, $125,000; and Larry
Standing, President of Bank of Amador, a division of American River Bank
$150,000.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
(99.1) American River Bankshares 2005 Executive Annual Incentive
Plan Document.
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
--------------------------------------------
October 26, 2005 Mitchell A. Derenzo, Chief Financial Officer
Page 2 of 12
INDEX TO EXHIBITS
Exhibit No. Description Page
----------- ----------------------------------------- ----
99.1 American River Bankshares 2005
Executive Annual Incentive Plan Document. 4-12
Page 3 of 12