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) April 22, 2005
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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.)
1545 River Park Drive, Suite 107, Sacramento, California 95815
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (916) 565-6100
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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 6 Pages
The Index to Exhibits is on Page 3
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
The registrant received a letter dated April 20, 2005 from Director Sam J.
Gallina, pursuant to which Mr. Gallina resigned his positions as director of
American River Bankshares and American River Bank effective upon expiration of
his current term as a director as of May 19, 2005. The reasons for Mr. Gallina's
resignation are set forth in the letter and are not the result of any
disagreement with the registrant on any matter relating to the registrant's
operations, policies or practices. The registrant has provided Mr. Gallina with
a copy of this disclosure prior to filing this Form 8-K with the Commission and
he has had an opportunity to provide the registrant with a letter addressed to
the registrant stating whether he disagrees with the statements made by the
registrant in this disclosure. No such additional letter has been received by
the registrant. The foregoing disclosure is qualified in its entirety by
reference to the letter attached as Exhibit 99.1. Mr. Gallina also served as the
chair of the registrants' Audit Committee and was designated by the Board as the
registrant's Audit Committee Financial Expert. Effective with Mr. Gallina's
retirement on May 19, 2005, William A. Robotham, managing executive of Pisenti &
Brinker LLP of Santa Rosa, will assume the role as Audit Committee Chair and the
Board has designated Robert J. Fox, partner at S.J. Gallina & Company of
Sacramento, as the Audit Committee Financial Expert for the registrant as
described by the attached press release below, qualified by reference as Exhibit
99.2.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
(99.1) Letter of Resignation from Sam J. Gallina
(99.2) Press release dated April 22, 2005
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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April 22, 2005 Mitchell A. Derenzo, Chief Financial Officer
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INDEX TO EXHIBITS
Exhibit No. Description Page
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99.1 Letter of Resignation from Sam J. Gallina 4
99.2 Press release of American River 5
Bankshares dated April 22, 2005
Page 3 of 6