U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM 10-K/A Amendment No. 1  FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  ý
  
  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
  SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December
  31, 2002o
  
  TRANSITION REPORT PURSUANT TO SECTION 13 OR
  15(d) OF THE
  SECURITIES EXCHANGE ACT OF 1934For the transition period from
  ____________ to ____________ .
  Commission file number: 000-31593  BUSINESS BANCORP (Name of small business issuer in its charter)  California
  
  33-0884369(State or Other Jurisdiction of
  Incorporation
  
  (I.R.S. Employer Identification
  No.)or Organization)
  1248 Fifth Avenue, San Rafael, California 94901 (415) 784-2300 (Address and telephone number of principal executive offices)  Securities registered pursuant to Section 12 (b) of the Act:
None Securities registered pursuant to Section 12 (g) of the Act: Common Stock, no par value Preferred Share Purchase Rights (Title of class)  Indicate by check mark whether the Registrant (1) has
filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 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.  YesýNoo  Indicate by check mark if disclosure of delinquent
filers pursuant to Item 405 of Regulation S-K is not contained herein, and will
not 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-K
or any amendment to this Form 10-K.ý  Indicate by check mark whether the registrant is an
accelerated filer (as defined in Exchange Act Rule 12b-2).  YesoNoý  The aggregate market value of the Common Stock held by
non-affiliates, based upon the closing sale price of the Common Stock on June
28, 2002, as reported on the Nasdaq National Market System, was approximately
$37,091,240.  Shares of Common Stock
held by each officer, director and holder of 5% or more of the outstanding
Common Stock have been excluded in that such persons may be deemed to be
affiliates.  Such determination of
affiliate status is not necessarily a conclusive determination for other
purposes.  The Registrant has no
non-voting common stock.  At March 14, 2003, 3,937,389
shares of the Registrants Common Stock were outstanding.  Documents Incorporated by Reference:  The information required to be furnished pursuant to
Part III of this Form 10-K will be set forth in, and incorporated by reference
from, the registrants definitive proxy statement for the annual meeting of
stockholders to be held May 22, 2003, which definitive proxy statement will be
filed by the issuer with the Securities and Exchange Commission not later than
120 days after the end of the fiscal year ended December 31, 2002. 
 
    TABLE
OF CONTENTS     PART IV.Item 15.  Exhibits and Reports on Form 8-KSIGNATURESCERTIFICATIONS
  PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002INDEX TO EXHIBITS                   i 
   EXPLANATORY NOTE   This Amendment is being filed to include certain documents as exhibits
and make minor corrections to the exhibit index.  Discussions of certain matters contained in this Amended Annual Report
on Form 10-K may constitute forward-looking statements within the meaning of
the Section 27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities and Exchange Act of 1934, as amended (the Exchange Act), and
as such, may involve risks and uncertainties. 
Forward-looking statements, which are based on certain assumptions and
describe future plans, strategies, and expectations, are generally identifiable
by the use of words such as believe, expect, intend, anticipate,
estimate, project, assume, plan, predict, forecast or similar
expressions.  These forward-looking statements relate to, among other things,
expectations of the business environment in which Business Bancorp operates,
projections of future performance, perceived opportunities in the market and
statements regarding our mission and vision. Our actual results, performance
and achievements may differ materially from the results, performance and
achievements expressed or implied in such forward-looking statements.  The factors include, but are not limited to changes in interest rates,
general economic conditions, legislative and regulatory changes, monetary and
fiscal policies of the US Government, real estate valuations, competition in
the financial services industry, civil disturbances or terrorist threats or
acts, or apprehension about the possible future occurrences of acts of this
type, outbreak or escalation of hostilities in which the United States is
involved, any declaration of war by the U.S. Congress or any other national or
international calamity, crisis or emergency, and other risks. All of our
operations and most of our customers are located in California. During recent
times, the availability of a sufficient supply of electrical power in
California has been unreliable at times. In addition, other events, including
those of September 11, 2001, have increased the uncertainty related to the
national and California economic outlook and could have an effect on the future
operations of the Company or its customers, including borrowers.  For a discussion of some additional factors that might cause such a
difference, see Item 1. Description of BusinessFactors That May Affect Future
Results of Operations.  We do not undertake, and specifically disclaim any obligation, to
update any forward-looking statements to reflect occurrences or unanticipated
events or circumstances after the date of those statements. 
   PART IV  Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K.  (a)  Exhibits: 
The list of exhibits required by this Item is incorporated by reference
to the Exhibit Index attached to this report.  (b)  Reports on Form 8-K.  We filed the following Current Reports on Form 8-K: None  
   SIGNATURES  Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this amended report to be
signed on its behalf by the undersigned, thereunto duly authorized, on the 18th
day of April, 2003.   BUSINESS BANCORPBy
  /s/ Patrick E. PhelanPatrick E. PhelanExecutive Vice President / Chief Financial Officer(Principal Financial Officer)(Principal Accounting Officer)Director  
   CERTIFICATIONS
UNDER 
SECTION 302 OF 
THE SARBANES OXLEY ACT OF 2002 I, Alan
J. Lane, certify that: 1.I have reviewed this annual report on Form 10-K of
Business Bancorp; 2.Based on my knowledge, this annual report does not
contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this annual report; 3.The registrants other certifying officer and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have: a) designed such
disclosure controls and procedures to ensure that material information relating
to the registrant, including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the period in which this
annual report is being prepared; b) evaluated the
effectiveness of the registrants disclosure controls and procedures as of a
date within 90 days prior to the filing date of this annual report (the
Evaluation Date); and c) presented in this
annual report our conclusions about the effectiveness of the disclosure
controls and procedures based on our evaluation as of the Evaluation Date; 4.The registrants other certifying officer and I have
disclosed, based on our most recent evaluation, to the registrants auditors
and the audit committee of registrants board of directors (or persons
performing the equivalent function): a) all significant
deficiencies in the design or operation of internal controls which could
adversely affect the registrants ability to record, process, summarize and
report financial data and have identified for the registrants auditors any
material weaknesses in internal controls; and b) any fraud, whether or
not material, that involves management or other employees who have a significant
role in the registrants internal controls; and 5.The registrants other certifying officer and I have
indicated in this annual report whether or not there were significant changes
in internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies and
material weaknesses. Date:       April 18, 2003  By:
  /s/ ALAN J. LANEAlan J. LaneChief Executive Officer 
  CERTIFICATIONS UNDER 
SECTION 302 OF 
THE SARBANES OXLEY ACT OF 2002 I,
Patrick E. Phelan, certify that: 1.I have reviewed this annual report on Form 10-K of
Business Bancorp; 2.Based on my knowledge, this annual report does not
contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this annual report; 3.The registrants other certifying officer and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have: a) designed such
disclosure controls and procedures to ensure that material information relating
to the registrant, including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the period in which this
annual report is being prepared; b) evaluated the
effectiveness of the registrants disclosure controls and procedures as of a
date within 90 days prior to the filing date of this annual report (the
Evaluation Date); and c) presented in this
annual report our conclusions about the effectiveness of the disclosure
controls and procedures based on our evaluation as of the Evaluation Date; 4.The registrants other certifying officer and I have
disclosed, based on our most recent evaluation, to the registrants auditors
and the audit committee of registrants board of directors (or persons
performing the equivalent function): a) all significant
deficiencies in the design or operation of internal controls which could
adversely affect the registrants ability to record, process, summarize and
report financial data and have identified for the registrants auditors any
material weaknesses in internal controls; and b) any fraud, whether or
not material, that involves management or other employees who have a
significant role in the registrants internal controls; and 5.The registrants other certifying officer and I have
indicated in this annual report whether or not there were significant changes
in internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies and
material weaknesses. Date:       April 18, 2003  By:
  /s/ PATRICK E. PHELANPatrick E. PhelanExecutive Vice
  President and Chief Financial Officer  
   Exhibit Index   Exhibit
  
  Description2
  
  Agreement and Plan of Reorganization, dated as of
  August 15, 2001, by and between MCB Financial Corporation and Business
  Bancorp and their respective subsidiary banks, Metro Commerce Bank and
  Business Bank of California  (1)3.1
  
  Articles of Incorporation3.2
  
  Bylaws4.1
  
  Amended and Restated Declaration of Trust of
  Business Capital Trust I dated March 23, 2000 (3)4.2
  
  Amended and Restated Declaration of Trust of MCB
  Statutory Trust I dated September 7, 2000 (4)4.3
  
  Indenture 
  between Business Bancorp and Trustee dated March 23, 2000 (3)4.4
  
  Indenture between MCB Financial Corporation and
  State Street Bank and Trust Company, as Trustee, dated September 7, 2000 (4)4.5
  
  Guarantee Agreement between Business Bancorp and
  Trustee dated March 23, 2000 (3)4.6
  
  Guarantee Agreement between MCB Financial
  Corporation and State Street Bank and Trust Company, as Trustee, dated
  September 7, 2000 (4)4.7
  
  Rights Agreement (10)10.1
  
  Business Bank of California 1994 Stock Option Plan*
  (3)10.2
  
  MCB Financial Corporation 1999 Stock Option Plan*
  (5)10.3
  
  Marin Community Bank, N.A. 1989 Stock Option Plan*
  (6)10.4
  
  Business Bancorp 2002 Stock Option Plan* (7)10.5
  
  Employment Agreement for Alan J. Lane*, **10.6
  
  Employment Agreement for Charles O. Hall*, **10.7
  
  Employment Agreement for Ruth E. Adell*, (8)10.8
  
  First Amendment to Employment Agreement for Ruth E.
  Adell*,**10.9
  
  Second Amendment to Employment Agreement for Ruth E.
  Adell*,**10.10
  
  Severance Agreement for Edwin J. Fix*, **10.11
  
  Severance Agreement for Patrick E. Phelan*, **10.12
  
  Deferred Compensation Plan for Executives*, (9)11
  
  Statement re: computation of per share earnings (the information
  required to be furnished pursuant to this exhibit is contained in the Notes
  to Consolidated Financial Statements)21
  
  Subsidiaries of the registrant (the information
  required to be furnished pursuant to this exhibit is contained in the Notes
  to Consolidated Financial Statements)23
  
  Consent of Vavrinek, Trine, Day & Co., LLP99.1
  
  Certification of Registrants Chief Executive
  Officer Pursuant to 18 U.S.C. Section 1350**99.2
  
  Certification of Registrants Chief Financial
  Officer Pursuant to 18 U.S.C. Section 1350**  
 * Management contract or compensatory plan or arrangement ** Filed herewith  (1)Incorporated by reference to prospectus of the
registrant under Rule 424(b)(3), filed November 2, 2001 (No. 333-70080) (2)Incorporated by reference to the registrants
Registration Statement on Form S-4, filed September 25, 2001 (No. 333-70080) (3)Incorporated by reference to the registrants
Registration Statement on Form 10SB, filed June 26, 2000 (No. 0-31593) (4)Incorporated by reference to MCB Financial
Corporations Quarterly Report on Form 10-QSB, filed November 14, 2000 (5)Incorporated by reference to Exhibit A of the Proxy
Statement of MCB Financial Corporation dated April 26, 1999 (File No.
001-15479) (6)Incorporated by reference to Exhibit 10.6 to the
Registration Statement on Form S-4 of MCB Financial Corporation (File No.
33-76832) (7)Incorporated by reference to Appendix B to Proxy
Statement of the registrant dated April 29, 2002 (File No. 0-31593) (8)Incorporated by reference to Exhibit 10.3 to the
registrants Registration Statement on Form 10SB, filed June 26, 2000 (No.
0-31593) (9)Incorporated by reference to Exhibit (10)(a)(2) of MCB
Financial Corporations Annual Report on Form 10-KSB for its fiscal year ended
December 31, 1994. (10)Incorporated by reference to the registrants
Registration Statement on Form 8-A12G, filed February 5, 2002 (File No.
0-31593)