**UNITEDSTATES SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

***FORM 10-K/A***

***(Amendment No. 1)***

* *

(Markone)

 

**x****        AnnualReport pursuant to Section 13 or 15(d) of the Securities Exchange Actof 1934.**

** **

**For the fiscal year ended December 31,2009.**

** **

**OR**

** **

**o****        TransitionReport Pursuant to Section 13 or 15(d) of the Securities Exchange Actof 1934.**

** **

**For the transition period from                                          to**

** **

### **Commission file number 001-15955**

### ** **

**COBIZFINANCIAL INC.**

(Exact name of registrant as specified in its charter)

 

| **COLORADO**                             | ** ** | **84-0826324**      |
|------------------------------------------|------------|---------------------|
| (State or other jurisdiction of          |       | (I.R.S. Employer    |
| incorporation or organization)           |       | Identification No.) |
|                                     |       |                |
| **821 17th St., Denver, CO**             | ** ** | **80202**           |
| (Address of principal executive offices) |       | (Zip Code)          |

 

Registrant’s telephone number, including areacode:  **(303)293-2265**

 

###### SecuritiesRegistered Pursuant to Section 12(b) of the Act:

######  

| **Title of  each class**       | ** ** | **Name of  each exchange on which registered** | ** ** |
|--------------------------------|------------|------------------------------------------------|------------|
| Common Stock, $0.01 par  value |       | The NASDAQ Stock Market LLC                    |       |

 

SecuritiesRegistered Pursuant to Section 12(g) of the Act:  **None**

 

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

 

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

 

Indicate by checkmark whether the registrant (1) has filed all reports required to be filedby Section 13 or 15(d) of the Securities Exchange Act of 1934 duringthe preceding 12 months (or for such shorter period that the registrant wasrequired to file such reports), and (2) has been subject to such filingrequirements for the past 90 days. Yes x No o

 

Indicateby check mark whether the registrant has submitted electronically and posted onits  corporate Website, if any, everyInteractive Data File required to be submitted and posted pursuant to Rule 405of 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 postsuch files). Yes o No o

 

Indicate by check mark if disclosure of delinquent filers pursuant toItem 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein,and will not be contained, to the best of the registrant’s knowledge, indefinitive proxy or information statements incorporated by reference in Part IIIof this Form 10-K or any amendment to this Form 10-K. o

 

Indicate by check mark whether the registrant is a large acceleratedfiler, an accelerated filer, a non-accelerated filer, or a smaller reportingcompany (as defined in Rule 12b-2 of the Exchange Act).

 
| Large  accelerated filer o                                        |   | Accelerated  filer x         |
|------------------------------------------------------------------------|--------|------------------------------|
| Non-accelerated  filer o(Do not check  if a smaller reporting company) |   | Smaller  reporting company o |

 

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

 

The aggregate market value of the voting common equity held bynon-affiliates of the registrant at June 30, 2009, computed by referenceto the closing price on the NASDAQ Global Select Market was $123,556,827.  Shares of voting stock held by each officerand director and by each person who owns 5% or more of the outstanding votingstock (as publicly reported by such persons pursuant to Section 13 and Section 16of the Securities Exchange Act of 1934) have been excluded in that such personsmay be deemed to be affiliates. This determination of affiliate status is notnecessarily a conclusive determination for other purposes.

 

The number of shares outstanding of the registrant’s sole class ofcommon stock March 2, 2010, was 36,734,050.

 

 

 

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EXPLANATORY NOTE

 

This Annual Report on Form 10-K/A(Form 10-K/A) is being filed as Amendment No. 1 to the Registrant’sAnnual Report on Form 10-K (Form 10-K) for the fiscal year ended December 31,2009 filed with the Securities and Exchange Commission on February 19,2010.  This Amendment is being filed to correct an inadvertenttypographical error in the consent of Deloitte & Touche LLP filed withthe Form 10-K, which incorrectly referred to the date as February 19,2009.

 

Pursuant to Rule 12b-15promulgated under the Securities Exchange Act of 1934, as amended, filed withthis Amendment is a consent of Deloitte & Touche LLP with thecorrected date of February 19, 2010.  This Amendment does not affectany other parts of, or exhibits to the Form 10-K, and those unaffectedparts or exhibits are not included in this Amendment. Except as expresslystated in this Amendment, the Form 10-K continues to speak as of the dateof the original filing of the Form 10-K, and we have not updated thedisclosure contained in the Amendment to reflect events that have occurredsince the filing of the Form 10-K.  Accordingly, this Amendment mustbe read in conjunction with our other filings, if any, made with the Securitiesand Exchange Commission subsequent to the filing of the Form 10-K,including amendments to those filings, if any.

 

**PART IV**

** **

**Item 15. Exhibits andFinancial Statement Schedules**

** **
| (a)    | (3)    |   | Exhibits and Index of  Exhibits:                                                  |
|--------|--------|--------|-----------------------------------------------------------------------------------|
|   |   |   |                                                                              |
|   | 23     |   | Consent of  Independent Registered Public Accounting firm.                        |
|   |   |   |                                                                              |
|   | 31.1   |   | Rule 13a-14(a)/15d-14(a) Certification  of the Chief Executive Officer. |
|   |   |   |                                                                              |
|   | 31.2   |   | Rule 13a-14(a)/15d-14(a) Certification  of the Chief Financial Officer  |
|   |   |   |                                                                              |
|   | 32.1   |   | Section 1350  Certification of the Chief Executive Officer.                  |
|   |   |   |                                                                              |
|   | 32.2   |   | Section 1350  Certification of the Chief Financial Officer.                  |

 

SIGNATURES

 

Pursuant to therequirements of Section 13 or 15(d) of the Securities Exchange Act of1934, the registrant has duly caused this report to be signed on its behalf bythe undersigned, thereunto duly authorized.

 
| Dated: March 3,  2010 | CoBiz Financial Inc. |
|----------------------------|----------------------|
|                       |                 |
|                       | By:                  | /s/ Steven Bangert |
|                       |                 | Steven Bangert |
|                       |                 | Chief Executive Officer  and Chairman of the Board |

 

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