**Table of Contents**

** **

 

** **

**UNITEDSTATES SECURITIES AND EXCHANGECOMMISSION**

**WASHINGTON, D.C. 20549**

 

**FORM 10-KSB/A**

 
| **x**      | ** ** | **ANNUAL REPORT PURSUANT TO SECTION 13 OR  15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended  December 31, 2007.**                                                                                                                        |
|------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** ** | ** ** | ** **                                                                                                                                                                                                                                                                    |
| **OR**     |
| ** ** | ** ** | ** **                                                                                                                                                                                                                                                                    |
| **o**      | ** ** | **TRANSITION REPORT PURSUANT TO SECTION 13 OR  15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period  from           to           ** |

 

**FileNumber                 000-51901**

 

**SANTALUCIA BANCORP**

(Name of small business issuer in its charter)

 

| **State of California**                                         | ** ** | **35-2267934**                       |
|-----------------------------------------------------------------|------------|--------------------------------------|
| (State or other jurisdiction of incorporation or  organization) |       | (I.R.S. Employer Identification No.) |
|                                                            |       |                                 |
| **7480 El Camino Real, Atascadero,**                            | ** ** | **California 93422**                 |
| (Address of principal executive offices)                        |       | (Zip Code)                           |

 

Issuer’s telephone number **(805)466-7087**

 

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

 

Securities registered under Section 12(g) of the ExchangeAct:

 
| **Title of each class** | ** ** | **Name of each exchange on which registered** |
|----------------------------------------|------------|-----------------------------------------------------------------------------|
| Common Stock (no par value)            |       | None                                                                        |

 

Check whether the issuer (1) filed all reports required to befiled by Section 13 or 15(d) of the Securities Exchange Act of 1934during the past 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

 

Check if there is no disclosure of delinquent filers in response toItem 405 of Regulation S-B contained in this form, and no disclosure will becontained, to the best of the registrant’s knowledge, in definitive proxy orinformation statements incorporated by reference in Part III of this Form 10-KSBor any amendment to this Form 10-KSB  o.

 

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

 

Registrant’s revenues for the year ended December 31, 2007 were$18,789,927.

 

The aggregate market value of the voting common stock held bynon-affiliates of the Registrant at March 1, 2008 was approximately$29,486,326.

 

As of March 1, 2008, the Registrant had 1,924,863 shares of CommonStock outstanding.

 

The information required in Part III, Items 9 through 12 and 14 isincorporated herein from the Registrant’s definitive proxy statement for the2008 annual meeting of shareholders previously filed pursuant to Regulation 14Aand Part II, Items 6 and 7 of the 2007 Annual Report to Shareholders filedas an exhibit hereto.

 

Transitional Small Business Disclosure Format (check one)  Yes o  No x

 

 

 

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**EXPLANATORY NOTE**

 

                This Amendment No. 1on Form 10-KSB/A (this “amendment”) amends our Annual Report on form10-KSB for the fiscal year ended December 31, 2007, originally filed on March 21,2008 (the “Original Filing”).  This amendmentdoes the following:  supplements certaininformation in Management’s Discussion and Analysis; adds Exhibit 13.1,which was inadvertently omitted from the Original Filing; and corrects Exhibit 23.1.  The Original Filing continues to speak as ofthe date of the original filing, and we have not updated the disclosurescontained therein to reflect any events which occurred at a date subsequent tothe filing of the Original Filing.

 

**TABLE OFCONTENTS**

 
| ** **                                                                                                                         | **PAGE NO.** |
|------------------------------------------------------------------------------------------------------------------------------------|-------------------|
| PART II                                                                                                                       | 1                 |
| ITEM 6.          Management’s  Discussion and Analysis and Results of Operations | 1                 |
| PART III                                                                                                                      | 3                 |
| ITEM 13.        Exhibits                                                                        | 3                 |
| SIGNATURES                                                                                                                         | 8                 |
| EXHIBIT INDEX                                                                                                                      | 9                 |

 

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**PART II**

 

**ITEM 6.           MANAGEMENT’SDISCUSSION AND ANALYSIS AND RESULTS OF OPERATIONS**

 

**Liquidity**

 

The Company closely monitors its liquidity so that thecash requirements for loans and deposit withdrawals are met in an orderlymanner.  Management monitors liquidity in relation to trends of loans anddeposits for short term and long-term requirements.  Liquidity sources arecash, deposits with other banks, overnight Federal Fund investments, investmentsecurities and the ability to sell loans.  As of December 31, 2007,the Bank’s liquidity ratio was 25.0% compared to 24.5% at December 31,2006 and 27.7% at December 31, 2005.  The 25.0% liquidity ratio at December 31,2007 is well within the Company’s policy limit.

 

Theability to have readily available funds that are sufficient to repay fullymaturing liabilities is of primary importance to depositors, creditors andregulators. The Company’s liquidity (represented by cash and due from banks,federal funds sold and available-for-sale securities) is a result of its operating,investing and financing activities and related cash flows. In order to ensurefunds are available at all times, the Company devotes time and resources toanalyzing trends and**** demands and projecting the amount of fundsthat will be required and maintains relationships with a diversified customerbase so funds are accessible. Liquidity requirements can also be met throughshort term borrowings or the disposition of short term assets. The Bank has twoborrowing arrangements with the Federal Home Loan Bank of San Francisco. Thefirst allows the Bank to borrow up to approximately $41.0 million against whichthe Bank has pledged approximately $100.0 million in its real estate securedloans. The second arrangement allows the Bank to borrow up to approximately$12.0 million against which the Bank has pledged approximately $12 million ofits investment securities. The Bank also has two borrowing lines atcorrespondent banks totaling $5.9 million.

 

Asa secondary source of liquidity, the Company has reviewed the relativedistribution of its asset portfolios (e.g., reducing investment or loan volumesand/or selling or encumbering assets). Further, the Company has the ability toincrease liquidity by soliciting higher levels of deposit accounts throughpromotional activities and borrowing from correspondent banks as well as theFHLB. At the current time, the Company’s long term liquidity needs primarilyrelate to funds required to support loan originations and commitments anddeposit withdrawals.

 

TheCompany follows a formal liquidity policy, and in the opinion of management,its liquid assets are considered adequate to meet the cash flow needs for loanfunding and deposit cash withdrawal for the next 60-90 days. At December 31,2007, the Company had $63.5 million in liquid assets comprised of$7.4 million in cash and cash equivalents and $56.1 million inavailable-for-sale securities.

 

TheCompany’s liquidity is comprised of three primary classifications: cash flowsprovided by operating activities; cash flows used in investing activities; andcash flows provided by financing activities. Net cash provided by operatingactivities has consisted primarily of net income adjusted for changes incertain other asset and liability accounts and certain non-cash income and expenseitems such as investment and other amortizations and depreciation. For the yearended December 31, 2007, net cash provided by operating activities was$4.3 million, compared to net cash provided by operating activities of$2.9 million in 2006.

 

TheCompany’s primary investing activities was the purchase of $13.3 million insecurities. The main contribution of the net cash in investing activities hasbeen influenced by the decrease of loan activity. The net decrease in loans forthe year ended December 31, 2007 was $5.3 million compared to the sameperiod in 2006 of which net loans increased $23.9 million.

 

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**Capital**

 

The Bank is required tomaintain a minimum leverage-capital ratio of Tier I (as defined) to totalassets based on the Bank’s ratings under the regulatory rating system. At theend of 2007, all Bank capital ratios were above all current Federal capitalguidelines for a “well capitalized” bank.  As of December 31, 2007the regulatory total capital to risk-weighted assets ratio was 13.8% comparedto 13.1% as of December 31, 2006 and 11.3% as of December 31, 2005.The regulatory Tier I capital to risk-weighted assets ratio was 12.3% on December 31,2007 compared to 11.4% on December 31, 2006 and 9.3% as of December 31,2005.  The regulatory Tier I capital to average assets ratio was 9.9% asof December 31, 2007 compared to 9.1% as of December 31, 2006 and7.2% as of December 31, 2005.

 

The Bank’s Tier I Capitalratio increased 74 basis points and the Bank’s Total Capital to Risk WeightedAssets ratio increased 67 basis points, due to the strong earnings of $3.2million for 2007.

 

In order to manage the Company’s capital positionmore efficiently, in 2006 the Company issued $5,155,000 in junior subordinateddebt securities (the “debt securities”) to the Santa Lucia Bancorp (CA) CapitalTrust, a statutory trust created under the laws of the State of Delaware.  These debt securities are subordinated toeffectively all borrowings of the Company and are due and payable on July 7,2036.  These debt securities may beredeemed for 105% of the principal balance through July 7, 2011, subjectto any required regulatory approvals, and then at par thereafter.  Interest is payable quarterly beginning July 7,2006 at 1.48% over the quarterly adjustable 3-month LIBOR.  Of this $5.2 million, the Company contributed$3 million to the Bank and retained $2.2 million at the Company level in which$1.0 million was used to repurchase the Company’s  stock.  The securities do not entitle the holders tovoting rights in the Company but contain certain restrictive covenants,including restrictions on the payment of dividends to the holders of theCompany’s common stock in the event that interest payments on the trustpreferred securities are postponed.  Thecapital received from the trust preferred issuance is designated as Tier 1capital for regulatory purposes.

 

During the third quarter of 2003, the Bank undertook andcompleted a private placement of subordinated debentures (“notes”) to augmentits Tier 2 capital.  The total principalamount of the notes issued was $2,000,000. The notes were sold pursuant to an applicable exemption fromregistration under the Securities Act of 1933 to certain accredited investors,including some of the Company’s directors and executive officers.  The notes include quarterly payment ofinterest at prime plus 1.5% and quarterly principal installments of approximately$166,666 commencing on September 30, 2008 until paid in full on June 30,2011.

 

**Off-Balance Sheet Arrangements**

 

 TheCompany, in the ordinary course of business, routinely enters into contractsfor services. These contracts may require payment for services to be providedin the future and may also contain penalty clauses for the early termination ofthe contracts. The Company is also party to financial instruments withoff-balance sheet risk in the normal course of business to meet the financingneeds of its customers. These financial instruments include commitments toextend credit and standby letters of credit. Additionally, in connection withthe issuance of trust preferred securities, the Company has committed toirrevocably and unconditionally guarantee the following payments ordistributions with respect to the preferred securities to the holders thereofto the extent that the trust has not made such payments or distributions andhas the funds, therefore: (i) accrued and unpaid distributions; (ii) theredemption price; and (iii) upon a dissolution or termination of thetrust, the lesser of the liquidation amount and all accrued and unpaiddistributions and the amount of assets of the trust remaining available fordistribution. Management does not believe that these off-balance sheetarrangements have a material effect on the Company’s financial condition,changes in financial condition, revenues or expenses, results of operations,liquidity, capital expenditures, or capital resources, but there can be noassurance that such arrangements will not have a future effect. SeeConsolidated Financial Statements in Note M for more information regarding theCompany’s commitments.

 

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**PART 111**

 

**ITEM 13.****               EXHIBITS**

 

(a)           The following exhibitsare filed as part of the form 10-KSB, and this list includes the Exhibit Index:

 

**EXHIBITINDEX**

 
| **Exhibit  Sequentially****Number  Pages** | ** ** | **Exhibit**                                                                                                         | ** ** | **Numbered** |
|--------------------------------------------|------------|---------------------------------------------------------------------------------------------------------------------|------------|--------------|
|                                       |       |                                                                                                                |       |         |
| 3.1                                        |       | Articles of Incorporation of the Bancorp, as amended                                                                |       | (13)         |
|                                       |       |                                                                                                                |       |         |
| 3.2                                        |       | Bylaws of the Bancorp, as amended                                                                                   |       | (13)         |
|                                       |       |                                                                                                                |       |         |
| 3.3                                        |       | Certificate of Amendment to Bylaws of Santa  Lucia Bank, dated January 16, 2002                                |       | (7)          |
|                                       |       |                                                                                                                |       |         |
| 10.4                                       |       | Santa Lucia Bank’s Employee Stock Ownership Plan                                                               |       | (1)          |
|                                       |       |                                                                                                                |       |         |
| 10.5                                       |       | Plan Administrator’s Guide for the Bank’s Employee Stock Ownership  Plan                                  |       | (1)          |
|                                       |       |                                                                                                                |       |         |
| 10.6                                       |       | Santa Lucia Bank’s Profit Sharing Plan                                                                         |       | (1)          |
|                                       |       |                                                                                                                |       |         |
| 10.9                                       |       | Salary Continuation agreement by and  between Santa Lucia Bank and Stanley R. Cherry, dated February 1, 1997   |       | (2)          |
|                                       |       |                                                                                                                |       |         |
| 10.10                                      |       | Salary Continuation agreement by and  between Santa Lucia Bank and Larry H. Putnam, dated February 1, 1997     |       | (2)          |
|                                       |       |                                                                                                                |       |         |
| 10.11                                      |       | Deferred Fee Agreement by and Between Santa  Lucia Bank and Khatchik Achadjian, dated February 1, 1997         |       | (2)          |
|                                       |       |                                                                                                                |       |         |
| 10.12                                      |       | Deferred Fee Agreement by and Between Santa  Lucia Bank and Dino Boneso, dated February 1, 1997                |       | (2)          |
|                                       |       |                                                                                                                |       |         |
| 10.13                                      |       | Deferred Fee Agreement by and Between Santa  Lucia Bank and Jerry W. DeCou, III, dated February 1, 1997   |       | (2)          |
|                                       |       |                                                                                                                |       |         |
| 10.14                                      |       | Deferred Fee Agreement by and Between Santa  Lucia Bank and Douglas C. Filipponi, dated February 1, 1997       |       | (2)          |
|                                       |       |                                                                                                                |       |         |
| 10.15                                      |       | Deferred Fee Agreement by and Between Santa  Lucia Bank and Jean Hawkins, dated February 1, 1997               |       | (2)          |
|                                       |       |                                                                                                                |       |         |
| 10.16                                      |       | Deferred Fee Agreement by and Between Santa  Lucia Bank and Paul G. Moerman, dated February 1, 1997            |       | (2)          |
|                                       |       |                                                                                                                |       |         |
| 10.17                                      |       | Deferred Fee Agreement by and Between Santa  Lucia Bank and Norman J. Norton, Jr., dated February 1, 1997 |       | (2)          |

 

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| 10.18  |   | Deferred Fee Agreement by and Between Santa  Lucia Bank and William S. Osibin, dated February 1, 1997                                  |   | (2)    |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|
|   |   |                                                                                                                                        |   |   |
| 10.19  |   | Deferred Fee Agreement by and Between Santa  Lucia Bank and D. Jack Stinchfield, dated February 1, 1997                                |   | (2)    |
|   |   |                                                                                                                                        |   |   |
| 10.20  |   | Director Retirement Agreement by and  between Santa Lucia Bank and Khatchik Achadjian, dated February 1, 1997                          |   | (2)    |
|   |   |                                                                                                                                        |   |   |
| 10.21  |   | Director Retirement Agreement by and  between Santa Lucia Bank and Dino A. Boneso, dated February 1, 1997                              |   | (2)    |
|   |   |                                                                                                                                        |   |   |
| 10.22  |   | Director Retirement Agreement by and  between Santa Lucia Bank and Jerry W. DeCou, III, dated February 1,  1997                   |   | (2)    |
|   |   |                                                                                                                                        |   |   |
| 10.23  |   | Director Retirement Agreement by and  between Santa Lucia Bank and Douglas C. Filipponi, dated February 1,  1997                       |   | (2)    |
|   |   |                                                                                                                                        |   |   |
| 10.24  |   | Director Retirement Agreement by and  between Santa Lucia Bank and Jean Hawkins, dated February 1, 1997                                |   | (2)    |
|   |   |                                                                                                                                        |   |   |
| 10.25  |   | Director Retirement Agreement by and  between Santa Lucia Bank and Paul G. Moerman, dated February 1, 1997                             |   | (2)    |
|   |   |                                                                                                                                        |   |   |
| 10.26  |   | Director Retirement Agreement by and  between Santa Lucia Bank and Willard S. Osibin, dated February 1, 1997                           |   | (2)    |
|   |   |                                                                                                                                        |   |   |
| 10.27  |   | Director Retirement Agreement by and  between Santa Lucia Bank and D. Jack Stinchfield, dated February 1, 1997                         |   | (2)    |
|   |   |                                                                                                                                        |   |   |
| 10.28  |   | Agreement for Data Processing Services  between Santa Lucia Bank and Fiserv Savings and Community Bank Group, dated  February 21, 1997 |   | (3)    |
|   |   |                                                                                                                                        |   |   |
| 10.29  |   | Equipment Sales Agreement between Santa  Lucia Bank and Information Technology, Inc., dated February 14,  1997                    |   | (3)    |
|   |   |                                                                                                                                        |   |   |
| 10.30  |   | Equipment Sales Agreement between Santa  Lucia Bank and Information Technology, Inc., dated February 14,  1997                    |   | (3)    |
|   |   |                                                                                                                                        |   |   |
| 10.31  |   | Equipment Sales Agreement between Santa  Lucia Bank and Information Technology, Inc., dated February 14,  1997                    |   | (3)    |
|   |   |                                                                                                                                        |   |   |
| 10.32  |   | Software License Agreement between Santa  Lucia Bank and Information Technology, Inc., dated February 14,  1997                   |   | (3)    |
|   |   |                                                                                                                                        |   |   |
| 10.33  |   | Product License Agreement between Santa  Lucia Bank and Information Technology, Inc., dated February 14,  1997                    |   | (3)    |
|   |   |                                                                                                                                        |   |   |
| 10.34  |   | Product License Agreement between Santa  Lucia Bank and Information Technology, Inc., dated February 14,  1997                    |   | (3)    |
|   |   |                                                                                                                                        |   |   |
| 10.35  |   | Product License Agreement between Santa  Lucia Bank and Information Technology, Inc., dated February 14,  1997                    |   | (3)    |
|   |   |                                                                                                                                        |   |   |
| 10.36  |   | Services Agreement between Santa Lucia Bank  and Information Technology, Inc., dated February 14, 1997                            |   | (3)    |

 

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| 10.37  |   | Remote Access Support Agreement between  Santa Lucia Bank and Information Technology, Inc., dated  February 14, 1997 |   | (3)    |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------|--------|--------|
|   |   |                                                                                                                           |   |   |
| 10.38  |   | Salary Continuation Agreement by and  between Santa Lucia Bank and John C. Hansen, dated August 1, 1998                   |   | (4)    |
|   |   |                                                                                                                           |   |   |
| 10.39  |   | Employment Agreement by and between Santa  Lucia Bank and Stanley R. Cherry, dated August 1, 1998                         |   | (4)    |
|   |   |                                                                                                                           |   |   |
| 10.40  |   | Employment Agreement by and between Santa  Lucia Bank and Larry H. Putnam, dated August 1, 1998                           |   | (4)    |
|   |   |                                                                                                                           |   |   |
| 10.41  |   | Employment Agreement by and between Santa  Lucia Bank and John C. Hansen dated August 1, 1998                             |   | (4)    |
|   |   |                                                                                                                           |   |   |
| 10.42  |   | Santa Lucia Bank 2000 Stock Option Plan and  form of stock option agreement                                                    |   | (5)    |
|   |   |                                                                                                                           |   |   |
| 10.44  |   | Amendment to Salary Continuation Agreement  of Stanley R. Cherry, Dated April 15, 1998                                    |   | (6)    |
|   |   |                                                                                                                           |   |   |
| 10.45  |   | Amendment to  Salary Continuation Agreement of Larry H. Putnam, dated April 15, 1998                                      |   | (6)    |
|   |   |                                                                                                                           |   |   |
| 10.46  |   | Amendment to Salary Continuation Agreement  of Stanley R. Cherry, dated May 10, 2000                                      |   | (6)    |
|   |   |                                                                                                                           |   |   |
| 10.47  |   | Amendment to Santa Lucia Bank Director  Retirement Agreement with Khatchik H. Achadjian                                        |   | (6)    |
|   |   |                                                                                                                           |   |   |
| 10.48  |   | Amendment to Santa Lucia Bank Director  Retirement Agreement with Dino Boneso, dated January 10, 2001                     |   | (6)    |
|   |   |                                                                                                                           |   |   |
| 10.49  |   | Amendment to Santa Lucia Bank Director  Retirement Agreement with Jerry W. DeCou, III, dated January 10,  2001       |   | (6)    |
|   |   |                                                                                                                           |   |   |
| 10.50  |   | Amendment to Santa Lucia Bank Director  Retirement Agreement with Douglas C. Filipponi, dated January 10, 2001            |   | (6)    |
|   |   |                                                                                                                           |   |   |
| 10.51  |   | Amendment to Santa Lucia Bank Director  Retirement Agreement with Jean Hawkins, dated January 10, 2001                    |   | (6)    |
|   |   |                                                                                                                           |   |   |
| 10.52  |   | Amendment to Santa Lucia Bank Director  Retirement Agreement with Paul G. Moerman, dated January 10, 2001                 |   | (6)    |
|   |   |                                                                                                                           |   |   |
| 10.53  |   | Amendment to Santa Lucia Bank Director  Retirement Agreement with D. Jack Stinchfield, dated January 10, 2001             |   | (6)    |
|   |   |                                                                                                                           |   |   |
| 10.54  |   | Amendment to Salary Continuation agreement  with Stanley R. Cherry, dated January 10, 2001                                |   | (6)    |
|   |   |                                                                                                                           |   |   |
| 10.55  |   | Amendment to Salary Continuation agreement  with Larry H. Putnam, dated January 10, 2001                                  |   | (6)    |
|   |   |                                                                                                                           |   |   |
| 10.56  |   | Amendment to Salary Continuation agreement  with John C. Hansen, dated January 10, 2001                                   |   | (6)    |

 

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| 10.57  |   | 401(K) Profit  Sharing Plan adopted effective July 1, 2001                                                                                                                                                 |   | (7)    |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|
|   |   |                                                                                                                                                                                                                 |   |   |
| 10.59  |   | Form of Note Purchase Agreement                                                                                                                                                                                 |   | (9)    |
|   |   |                                                                                                                                                                                                                 |   |   |
| 10.60  |   | Subordinated Note                                                                                                                                                                                                    |   | (9)    |
|   |   |                                                                                                                                                                                                                 |   |   |
| 10.62  |   | Amendment to Employment Agreement by and between  Santa Lucia Bank and John Hansen dated November 11, 2004                                                                                                      |   | (11)   |
|   |   |                                                                                                                                                                                                                 |   |   |
| 10.63  |   | Employment Agreement by and between Santa Lucia  Bank and Jim Cowan dated November 11, 2004                                                                                                                     |   | (11)   |
|   |   |                                                                                                                                                                                                                 |   |   |
| 10.65  |   | Santa Lucia Bancorp 2006 Equity Based Compensation  Plan                                                                                                                                                             |   | (12)   |
|   |   |                                                                                                                                                                                                                 |   |   |
| 10.66  |   | Amended and Restated Employment Agreement by and  between Santa Lucia Bank and Larry H. Putnam dated December 15, 2006                                                                                          |   | (13)   |
|   |   |                                                                                                                                                                                                                 |   |   |
| 10.67  |   | Amended and Restated Employment Agreement by and  between Santa Lucia Bank and John C. Hansen dated December 15, 2006                                                                                           |   | (13)   |
|   |   |                                                                                                                                                                                                                 |   |   |
| 10.68  |   | Amended and Restated Employment Agreement by and  between Santa Lucia Bank and James M. Cowan dated December 15, 2006                                                                                           |   | (13)   |
|   |   |                                                                                                                                                                                                                 |   |   |
| 10.70  |   | Amendment to the Salary Continuation Agreement by  and between Santa Lucia Bank and Larry H. Putnam dated April 12, 2007.                                                                                       |   | (14)   |
|   |   |                                                                                                                                                                                                                 |   |   |
| 10.71  |   | Amendment to the Salary Continuation Agreement by  and between Santa Lucia Bank and John C. Hansen dated April 12, 2007.                                                                                        |   | (14)   |
|   |   |                                                                                                                                                                                                                 |   |   |
| 13.1   |   | The Company’s 2007 Annual Report to  Shareholders (parts not incorporated by reference are furnished for  informational purposes only and are not filed herewith) previously filed on  February 15, 2008 * |   |   |
|   |   |                                                                                                                                                                                                                 |   |   |
| 23.1   |   | Revised consent of independent accountants  from Vavrinek, Trine, Day & Co., LLP *                                                                                                                          |   |   |
|   |   |                                                                                                                                                                                                                 |   |   |
| 31.1   |   | Certification of Chief Executive Officer  pursuant to Rule 15d-14 *                                                                                                                                             |   |   |
|   |   |                                                                                                                                                                                                                 |   |   |
| 31.2   |   | Certification of Chief Financial Officer  pursuant to Rule 15d-14 *                                                                                                                                             |   |   |
|   |   |                                                                                                                                                                                                                 |   |   |
| 32.1   |   | Certification pursuant to  Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States  Code *                                                                                     |   |   |

 

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*              Filed Herewith

 

(1)           Incorporated by referencefrom the Bank’s Form 10-KSB for the year ended December 31, 1995

 

(2)           Incorporated by referencefrom the Bank’s Form 10-KSB for the year ended December 31, 1996

 

(3)           Incorporated by referencefrom the Bank’s Form 10-KSB for the year ended December 31, 1997

 

(4)           Incorporated by referencefrom the Bank’s Form 10-KSB for the year ended December 31, 1998

 

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(5)           Incorporated by referencefrom the Bank’s Form 10-KSBfor the year ended December 31, 1999

 

(6)                                  Incorporated by referencefrom the Bank’s Form 10-KSB for the year ended December 31, 2000

 

(7)                                  Incorporated by referencefrom the Bank’s Form 10-KSB for the year ended December 31, 2001

 

(8)                                  Incorporated by referencefrom the Bank’s Form 10-KSB for the year ended December 31, 2002

 

(9)                                  Incorporated by referencefrom the Bank’s Form 10-QSB for the period ended September 30, 2003

 

(10)                            Incorporated by referencefrom the Bank’s Form 10-KSB for the period ended December 31, 2003

 

(11)                            Incorporated by referencefrom the Bank’s Form 10-KSB for the period ended December 31, 2004

 

(12)                            Filed as part of RegistrantsRegistration Statement on Form S-8 (File #333-137997) (Filed on 10/13/06)

 

(13)                            Incorporated by reference from the Bank’s Form 10-KSBfor the period ended December 31, 2006

 

(14)                            Incorporated by reference from the Bank’s Form 10-QSBfor the period ended March 31, 2007

 

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**SIGNATURES**

 

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

 
| ** ** | **SANTA LUCIA BANCORP**                                 | ** ** |
|------------|---------------------------------------------------------|------------|
| ** ** | ** **                                              | ** ** |
| By:        | /s/  Larry H. Putnam                                    |       |
|       | LARRY  H. PUTNAM                                        |       |
|       | President  and Chief Executive Officer                  |       |
|       | (Principal  Executive Officer)                          |       |
|       | Dated:  July 22, 2008                              |       |
|       |                                                    |       |
| By:        | /s/  John C. Hansen                                     |       |
|       | JOHN  C. HANSEN                                         |       |
|       | Executive  Vice President and Chief

Financial  Officer |       |
|       | (Principal  Financial and Accounting 

Officer)         |       |
|       | Dated:  July 22, 2008                              |       |

 

Inaccordance with the requirements of the Securities Exchange Act of 1934, thisreport has been signed below by the following persons on behalf of theregistrant and in the capacities and on the dates indicated.

 
| ** **                | ** ** | ** **                    | **Dated:**          |
|---------------------------|------------|-------------------------------|---------------------|
| /s/  Larry H. Putnam      |       | President  and                | July 22,  2008 |
| LARRY  H. PUTNAM          |       | Chief  Executive Officer,     |                |
|                      |       | and  Director                 |                |
|                      |       |                          |                |
| /s/  Jerry W. DeCou III   |       | Chairman  of the              | July 22,  2008 |
| JERRY  W. DECOU III       |       | Board  of Directors           |                |
|                      |       |                          |                |
| /s/  Douglas C. Filipponi |       | Vice  Chairman                | July 22,  2008 |
| DOUGLAS  C. FILIPPONI     |       | of  the Board of Directors    |                |
|                      |       |                          |                |
| /s/  John C. Hansen       |       | Executive  Vice President and | July 22,  2008 |
| JOHN  C. HANSEN           |       | Chief  Financial Officer and  |                |
|                      |       | Director                      |                |
|                      |       |                          |                |
| /s/  Jean Hawkins         |       | Director                      | July 22,  2008 |
| JEAN  HAWKINS             |       |                          |                |
|                      |       |                          |                |
| /s/  Paul G. Moerman      |       | Director                      | July 22,  2008 |
| PAUL  G. MOERMAN          |       |                          |                |

 

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Tableof Contents

 

**EXHIBITINDEX**

 

**Index to Exhibits**

 
| **13.1** |   | Annual Report to Shareholders filed on February 15, 2008                                                                  |
|----------|--------|--------------------------------------------------------------------------------------------------------------------------------|
| **23.1** |   | Revised consent of independent accountants from Vavrinek, Trine,  Day & Co., LLP                                      |
| **31.1** |   | Certification of Chief Executive Officer  pursuant to Rule 15d-14                                                         |
| **31.2** |   | Certification of Chief Financial Officer  pursuant to Rule 15d-14                                                         |
| **32.1** |   | Certification pursuant to  Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States  Code |

 

9

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