**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

# **FORM 10-QSB/A**

**(Mark One)**

**ý****        ****QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIESEXCHANGE ACT OF 1934**

** **

**For thequarterly period ended September 30, 2002**

** **

**o****        ****TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGEACT**

** **

**For the transition periodfrom _______ to ________**

** **

**Commission File No. 000-32827**

 

**COAST BANCORP**

(Exactname of Registration as Specified in its Charter)

 

| **California**                                                  |   | **77-0567091**                     |
|-----------------------------------------------------------------|--------|------------------------------------|
| (State  or other jurisdiction of incorporation or organization) |   | (IRS  Employer Identification No.) |

 

**553B Higuera Street, San Luis Obispo, CA 93401**

(Addressof principal executive offices)

 

**(805) 541-0400**

(Registrant’stelephone number, including area code)

 

**Not applicable**

(Formername, former address and former fiscal year, if changed since last report)

 

Check whether the issuer (1)filed all reports required to be filed by Section 13 or 15(d) of the ExchangeAct during the past 12 months (or for such shorter period that the registrantwas required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.  Yes ý   No o

# **APPLICABLE ONLY TO CORPORATEISSUERS**

State the number of sharesoutstanding of each of the issuer’s classes of common equity, as of the latestpracticable date:

Common Stock — As of November1, 2002, there were 632,400 shares of the issuer’s common stock outstanding.

Transitional Small Business Disclosure Format

(Check one)

yes: o   no: ý

 

 

 

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### **PART II - OTHER INFORMATION**

 

 

**ITEM 6.   EXHIBITS ANDREPORTS ON FORM 8-K**

 

(a) An index of exhibits begins on page 17.

(b)On November 4, 2002 the Company filed a Current Report on Form 8-K, reportingthat on October 30, 2002, Coast Bancorp issued a press release announcing thedeclaration of a $0.075 per share cash dividend.  A copy of the press release is attached to this Current Report asExhibit 99.1 and incorporated into this report by reference.

(c) On October 1, 2002, the Company filed a Current Report on Form 8-K, reporting that on September 27, 2002, Coast Bancorp issued a press release announcing the completion of its  $5 million participation in a trust preferred pooled investment.

 

 

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###### **Signatures**

 

Inaccordance with the requirements of the Exchange Act of 1934, the registranthas caused this report to be signed on its behalf by the undersigned, thereuntoduly authorized.

 

 
|                   |   |   |   |   | COAST BANCORP                  |   |
|------------------------|--------|--------|--------|--------|--------------------------------|--------|
|                   |   |   |   |   |                           |   |
| Date: December 2, 2002 |   |   |   |   |                           |   |
|                   |   |   |   |   | /s/ Jack Wauchope              |   |
|                   |   |   |   |   | Jack Wauchope                  |   |
|                   |   |   |   |   | Chief Executive Officer        |   |
|                   |   |   |   |   | [Principal Executive  Officer] |   |
|                   |   |   |   |   |                           |   |
| Date: December 2, 2002 |   |   |   |   |                           |   |
|                   |   |   |   |   | /s/ Thomas  Sherman            |   |
|                   |   |   |   |   | Thomas Sherman                 |   |
|                   |   |   |   |   | Chief Financial Officer        |   |
|                   |   |   |   |   | [Principal Financial  Officer] |   |

 

 

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**CERTIFICATION**

 

I, Jack C. Wauchope, certify that:

 

1. I have reviewed this quarterly report onform 10-QSB of Coast Bancorp;

 

2.Based on my knowledge, this quarterly report does not contain any untruestatement of a material fact or omit to state a material fact necessary to makethe statements made, in light of the circumstances under which such statementswere made, not misleading with respect to the period covered by this quarterlyreport;

 

3.Based on my knowledge, the financial statements, and other financialinformation included in this quarterly report, fairly presents in all materialrespects the financial condition, results of operations and cash flows of theregistrant as of, and for, the periods presented in this quarterly period.

 

4.The registrant’s other certifying officers and I are responsible forestablishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13-a-14 and 15d-14) for the registrant and we have:

 

a.          designed such disclosurecontrols and procedures to ensure that material information relating to theregistrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which thisquarterly report is being prepared;

 

b.         evaluated theeffectiveness of the registrant’s disclosure controls and procedures as of adate within 90  days prior to the filingdate of this quarterly report (the “Evaluation Date”); and

 

c.          presented in thisquarterly report our conclusions about the effectiveness of the disclosurecontrols and procedures based on our evaluation as of the Evaluation Date;

 

5. The registrant’s other certifyingofficers and I have disclosed, based on our most recent evaluation, to theregistrant’s auditors and the audit committee of registrant’s board ofdirectors (or persons performing the equivalent function):

 

a.     allsignificant deficiencies in the design or operation of internal controls whichcould adversely affect the registrant’s ability to record, process, summarizeand report financial data and have identified for the registrant’s auditors anymaterial weakness in internal controls; and

 

b. any fraud, whether or not material, that involves management or otheremployees who have a significant role in the registrant’s internal controls;and

 

6. The registrant’s other certifyingofficers and I have indicated in this quarterly report whether or not therewere significant changes in internal controls or if other factors that couldsignificantly affect internal controls subsequent to the date of our mostrecent evaluation, including any corrective actions with regard to significantdeficiencies and material weaknesses.

 
| Date: December 2, 2002 |   |   |   |   | BY:    | /s/ Jack C. Wauchope         |
|------------------------|--------|--------|--------|--------|--------|------------------------------|
|                   |   |   |   |   |   | Jack C. Wauchope             |
|                   |   |   |   |   |   | Chairman & CEO           |
|                   |   |   |   |   |   | Principal Executive  Officer |

 

 

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**CERTIFICATION**

 

I, Thomas Sherman, certify that:

 

1. I have reviewed this quarterly report onform 10-QSB of Coast Bancorp;

 

2.Based on my knowledge, this quarterly report does not contain any untruestatement of a material fact or omit to state a material fact necessary to makethe statements made, in light of the circumstances under which such statementswere made, not misleading with respect to the period covered by this quarterly report;

 

3.Based on my knowledge, the financial statements, and other financialinformation included in this quarterly report, fairly presents in all materialrespects the financial condition, results of operations and cash flows of theregistrant as of, and for, the periods presented in this quarterly period.

 

4.The registrant’s other certifying officers and I are responsible forestablishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13-a-14 and 15d-14) for the registrant and we have:

 

a.          designed such disclosurecontrols and procedures to ensure that material information relating to theregistrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which thisquarterly report is being prepared;

 

b.         evaluated theeffectiveness of the registrant’s disclosure controls and procedures as of adate within 90 days prior to the filing date of this quarterly report (the“Evaluation Date”); and

 

c.          presented in thisquarterly report our conclusions about the effectiveness of the disclosurecontrols and procedures based on our evaluation as of the Evaluation Date;

 

5. The registrant’s other certifyingofficers and I have disclosed, based on our most recent evaluation, to theregistrant’s auditors and the audit committee of registrant’s board ofdirectors (or persons performing the equivalent function):

 

a. all significant deficiencies in the design or operation of internalcontrols which could adversely affect the registrant’s ability to record,process, summarize and report financial data and have identified for theregistrant’s auditors any material weakness in internal controls; and

 

b. any fraud, whether or not material, that involves management or otheremployees who have a significant role in the registrant’s internal controls;and

 

6. The registrant’s other certifyingofficers and I have indicated in this quarterly report whether or not therewere significant changes in internal controls or if other factors that couldsignificantly affect internal controls subsequent to the date of our mostrecent evaluation, including any corrective actions with regard to significantdeficiencies and material weaknesses.

 
| Date:  December 2, 2002 |   |   |   |   | BY     | /s/ Thomas Sherman                       |
|-------------------------|--------|--------|--------|--------|--------|------------------------------------------|
|                    |   |   |   |   |   | Thomas Sherman                           |
|                    |   |   |   |   |   | President & Chief  Financial Officer |
|                    |   |   |   |   |   | Principal Financial  Officer             |

 

 

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** **
|             |   | **EXHIBIT INDEX**                                                                                                                                                      |
|------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|             |   |                                                                                                                                                                   |
| **Exhibit  No.** |   | **Description**                                                                                                                                                        |
|             |   |                                                                                                                                                                   |
| 11               |   | Statement re: computation of per share earnings is  included in Note 2 to the unaudited condensed consolidated financial  statements of Registrant. (Previously filed) |
|             |   |                                                                                                                                                                   |
| 99.1             |   | Certificate of Principal Executive Officer Pursuant to  18 U.S.C. Section 1350                                                                                         |
|             |   |                                                                                                                                                                   |
| 99.2             |   | Certificate of Principal Financial Officer Pursuant to  18 U.S.C. Section 1350                                                                                         |
|             |   |                                                                                                                                                                   |

 

 

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