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) September 20, 2006
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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) 231-6700
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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 68 Pages
The Index to Exhibits is on Page 3
Item 1.01. Entry into a Material Definitive Agreement.
On September 20, 2006, the registrant entered into Employment Agreements with
Mitchell A. Derenzo, Douglas E. Tow and Kevin B. Bender and the registrant's
subsidiary, American River Bank entered into Employment Agreements with Gregory
N. Patton and Raymond F. Byrne (the "Employment Agreements"). The Employment
Agreements have no stated term and can be canceled at any time by the employer
or the employee, with or without cause. If the Employment Agreements are
canceled by the employer without cause the employee is entitled to receive
severance compensation equal to six (6) months of the existing annual base
salary. The Employment Agreements further provide for severance payments in the
event of a "change in control" as defined in the Employment Agreements, and
subject to certain conditions, in an amount equal to nine (9) months of the
employee's existing annual base salary in the case of Messrs. Patton and Byrne
and twelve (12) months of the employee's existing annual base salary in the case
of Messrs. Derenzo, Tow and Bender.
The Employment Agreements shall supersede any prior employment agreements and/or
any prior severance policies or agreements between the parties.
The foregoing description is qualified by reference to the Employment Agreements
attached as Exhibit 99.1 through Exhibit 99.5.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
(99.1) Employment Agreement between American River Bankshares and Mitchell A.
Derenzo.
(99.2) Employment Agreement between American River Bankshares and Douglas E.
Tow.
(99.3) Employment Agreement between American River Bankshares and Kevin B.
Bender.
(99.4) Employment Agreement between American River Bank and Gregory N. Patton.
(99.5) Employment Agreement between American River Bank and Raymond F. Byrne.
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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September 20, 2006 Mitchell A. Derenzo, Chief Financial Officer
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INDEX TO EXHIBITS
Exhibit No. Description Page
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99.1 Employment Agreement between American River
Bankshares and Mitchell A. Derenzo. 4-16
99.2 Employment Agreement between American River
Bankshares and Douglas E. Tow. 17-29
99.3 Employment Agreement between American River
Bankshares and Kevin B. Bender. 30-42
99.4 Employment Agreement between American River
Bank and Gregory N. Patton. 43-55
99.5 Employment Agreement between American River
Bank and Raymond F. Byrne. 56-68
3