4

 

**U.S. SECURITIES AND EXCHANGE COMMISSION**

**Washington D.C.  20549**

 

**FORM 10-K/A**

 

| **x**  | **Annual report under   Section 13 or 15(d) of the Securities Exchange Act of 1934 (Fee   required) for fiscal year ended December 31, 2010**                                                                                                                                                         |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                 |
| **o**  | **Transition report under   Section 13 or 15(d) of the Securities Exchange Act of 1934 (No fee   required) for the period from              to              ** |

 

**Commission File Number 0-27666**

 

**NORTHERN CALIFORNIA BANCORP, INC.**

(Exact name of registrant as specified in its Charter)

 

**Incorporated in the State of California**

IRS Employer Identification Number **77-0421107**

Address:  **601 Munras Avenue, Monterey, CA  93940**

Telephone: **(831) 649-4600**

 

Securities registered under Section 12(g) of the Exchange Act: **Common stock**

 

Securities registered under Section 12(b) of the Exchange Act: **None**

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes o No x

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.  Yes o No x

 

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.  Yes x No o.

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes o No o

 

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 the 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.  o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

| Large accelerated filer o |   | Accelerated filer o         |
|--------------------------------|--------|----------------------------------|
|                           |   |                             |
| Non-accelerated filer o   |   | Smaller reporting company x |

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.  Yes o No x

 

Aggregate market value of Common Stock held by non-affiliates as of the last business day of the registrant’s most recently completed second fiscal quarter ended June 30, 2010 was $1,785,000.

 

Shares of stock outstanding as of March 1, 2011: **1,785,891**.

 

**DOCUMENTS INCORPORATED BY REFERENCE**

 

None.

 

 

 

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**EXPLANATORY NOTE**

 

Northern California Bancorp amends and restates in its entirety Item 15 and the Exhibit Index of the Original Annual Report on Form 10-K for the fiscal year ended December 31, 2010 (filed on April 13, 2011), as set forth in this Form 10-K/A (Amendment No. 1), to: (i) revise the Exhibit Index to note that certain portions of Exhibit 10(iii) have been omitted based upon a request for confidential treatment and that the non-public information has been filed with the Securities and Exchange Commission (the “Commission”) under a confidential treatment request; (ii) revise Exhibit 10(iii) to note on the first page that certain portions of Exhibit 10(iii) have been omitted based upon a request for confidential treatment and that the non-public information has been filed with the Commission under a confidential treatment request; and (iii) file certain exhibits to Exhibit 10(iii) that were not originally filed.  Certain portions of these exhibits to Exhibit 10(iii) have been omitted based upon a request for confidential treatment and that the non-public information has been filed with the Commission. Except as noted above, this Form 10-K/A does not update or modify any disclosures in or reflect any events occurring after the filing of the Original Form 10-K.  Accordingly, this Form 10-K/A should be read in conjunction with the Original Form 10-K.

 

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The registrant hereby amends and restates Item 15 as follows:

 

**ITEM 15.               EXHIBITS AND FINANCIAL STATEMENT SCHEDULES**

 

A.            EXHIBITS

 
| ** **       | ** ** | ** ** | ** ** | **Description**                                                                                                                                                                                                                                                               | ** ** | **Page or   Footnote   Reference** |
|------------------|------------|------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-----------------------------------------|
|             |       |       |       |                                                                                                                                                                                                                                                                          |       |                                    |
| 2                |       |       |       | Plan   of Merger and Merger Agreement, Monterey County Bank with Monterey County   Merger Corporation under the Charter of Monterey County Bank under the Title   of Monterey County Bank, joined in by Northern California Bancorp, Inc.   dated November 1, 1995. |       | (1)                                     |
| 3   (i)          |       |       |       | Articles   of Incorporation, as amended through January 2009                                                                                                                                                                                                             |       | (9)                                     |
| 3   (ii)         |       |       |       | Bylaws                                                                                                                                                                                                                                                                        |       | (1)                                     |
| 10(i)            |       | (1)        |       | Stipulation   to the Issuance of a Consent Order and Consent Order, effective   September 1, 2010                                                                                                                                                                        |       | (10)                                    |
|             |       | (2)        |       | Consent   Order, effective September 29, 2010                                                                                                                                                                                                                            |       | (11)                                    |
|             |       | (3)        |       | Written   Agreement by and between the Federal Reserve Bank of San Francisco and   Northern California Bancorp, effective October 29, 2010                                                                                                                               |       | (12)                                    |
| 10   (ii) D |       | (1)        |       | Lease   agreement Carmel Branch Office                                                                                                                                                                                                                                        |       | (1)                                     |
|             |       | (2)        |       | Lease   agreement Carmel-by-the-Sea Office                                                                                                                                                                                                                                    |       | (5)                                     |
|             |       | (3)        |       | Lease   agreement 301 Webster Street, Monterey, CA 93924                                                                                                                                                                                                                      |       | (6)                                     |
| 10   (ii) A |       | (1)        |       | Employment   Contract of Charles T. Chrietzberg, Jr., dated January 1, 2008                                                                                                                                                                                         |       | (8)                                     |
|             |       | (2)        |       | Deferred   Compensation Agreement, dated December 31, 1993                                                                                                                                                                                                               |       | (1)                                     |
|             |       | (3)        |       | Northern   California Bancorp, Inc. 2007 Stock Option Plan and Stock Option   Agreements                                                                                                                                                                                 |       | (7)                                     |
|             |       | (4)        |       | Amendment   to the Salary Continuation Agreement Dated December 31, 1993                                                                                                                                                                                                 |       | (2)                                     |
|             |       | (5)        |       | Life   Insurance Endorsement Method Split Dollar Plan Agreement                                                                                                                                                                                                               |       | (2)                                     |
|             |       | (6)        |       | Amendment   to the Life Insurance Endorsement Method Split Dollar Plan Agreement dated   January 5, 2000                                                                                                                                                                 |       | (3)                                     |
|             |       | (7)        |       | Amendment   to the Life Insurance Endorsement Method Split Dollar Plan                                                                                                                                                                                                        |       | (3)                                     |
|             |       | (8)        |       | Amendment   to the Salary Continuation Agreement Dated December 31, 1993                                                                                                                                                                                                 |       | (3)                                     |
|             |       | (9)        |       | Monterey   County Bank Supplemental Life Insurance Agreement Dated October 26, 2006                                                                                                                                                                                      |       | (6)                                     |
|             |       | (10)       |       | First   Amendment to the Monterey County Bank Supplemental Life Insurance Agreement   dated October 31, 2006                                                                                                                                                             |       | (6)                                     |
| 10(iii)          |       |       |       | Merchant   Asset Purchase Agreement, dated November 1, 2010, by and between   Monterey County Bank, Northern California Bancorp and Elavon, Inc.                                                                                                                    |       | (14   )                                 |
| 21               |       |       |       | Subsidiaries                                                                                                                                                                                                                                                                  |       | (6)                                     |
| 23.1             |       |       |       | Consent   of Hutchinson and Bloodgood, LLP                                                                                                                                                                                                                                    |       | (13)                                    |
| 31.1             |       |       |       | Certification   of the Chief Executive Officer of Northern California Bancorp, Inc.   pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                    |       | 14                                      |
| 31.2             |       |       |       | Certification   of the Chief Financial Officer of Northern California Bancorp, Inc.   pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                    |       | 15                                      |
| 32.1             |       |       |       | Certification   of the Chief Executive Officer of Northern California Bancorp, Inc.   pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                               |       | 16                                      |
| 32.2             |       |       |       | Certification   of the Chief Financial Officer of Northern California Bancorp, Inc. pursuant   to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                    |       | 17                                      |

 

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(1)  Filed as an exhibit to Form 10-KSB for the period ended December 31, 1995.

(2)  Filed as an exhibit to Form 10-KSB for the period ended December 31, 1999.

(3)  Filed as an exhibit to Form 10-KSB for the period ended December 31, 2001.

(4)  Filed as an exhibit to Form 10-KSB for the period ended December 31, 2002.

(5)  Filed as an exhibit to Form 10-KSB for the period ended December 31, 2004.

(6)  Filed as an exhibit to Form 10-KSB for the period ended December 31, 2006.

(7)  Filed as an Exhibit to DEF 14A files April 26, 2007.

(8)  Filed as an exhibit to Form 10-QSB for the period ended March 31, 2008.

(9)  Filed as an exhibit to Form 10-K for the period ended December 31, 2008.

(10) Filed as Exhibit 10.1 to Form 8-K, filed on September 23, 2010.

(11) Filed as Exhibit 10.1 to Form 8-K, filed on October 5, 2010.

(12) Filed as Exhibit 10.1 to Form 8-K, filed on November 2, 2010.

(13) Filed as Exhibit 23.1 to Form 10-K for the period ended December 31, 2010.

(14) Filed as an exhibit to Form 10-K/A for the period ended December 31, 2010. Certain portions of this exhibit and the exhibits thereto have been omitted based upon a request for confidential treatment.  The non-public information has been filed with the Securities and Exchange Commission under a confidential treatment request.

 

B.            REPORTS

 

None

 

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**SIGNATURES**

 

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
|                                            | NORTHERN   CALIFORNIA BANCORP, INC. |
|-------------------------------------------------|------------------------------------------|
|                                            |                                     |
| Date:   December 23,   2011 |                                     | By: | /s/   Charles T. Chrietzberg, Jr. |
|                                            |                                     | Charles   T. Chrietzberg, Jr. |
|                                            |                                     | Chief   Executive Officer and President |
|                                            |                                     |
| Date:   December 23,   2011 |                                     | By: | /s/   Bruce N. Warner |
|                                            |                                     | Bruce   N. Warner |
|                                            |                                     | Chief   Financial Officer and Principal Accounting Officer |

 

In accordance with the Exchange Act, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 
| **Name**                              | ** ** | **Position** | ** ** | **Date**                 |
|---------------------------------------|------------|--------------|------------|--------------------------|
|                                  |       |         |       |                     |
| /s/Mark   A. Briant                   |       |         |       | December 23,   2011 |
| Mark   A. Briant                      |       | Director     |       |                     |
|                                  |       |         |       |                     |
| /s/Charles   T. Chrietzberg, Jr. |       |         |       | December 23,   2011 |
| Charles T. Chrietzberg, Jr.      |       | Director     |       |                     |
|                                  |       |         |       |                     |
| /s/   Sandra G. Chrietzberg           |       |         |       | December 23,   2011 |
| Sandra   G. Chrietzberg               |       | Director     |       |                     |
|                                  |       |         |       |                     |
| /s/Stephanie   G. Chrietzberg         |       |         |       | December 23,   2011 |
| Stephanie   G. Chrietzberg            |       | Director     |       |                     |
|                                  |       |         |       |                     |
|                                  |       |         |       |                     |
| Peter   J. Coniglio                   |       | Director     |       |                     |
|                                  |       |         |       |                     |
|                                  |       |         |       |                     |
| Carla   S. Hudson                     |       | Director     |       |                     |
|                                  |       |         |       |                     |
|                                  |       |         |       |                     |
| John   M. Lotz                        |       | Director     |       |                     |

 

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