UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K/A
(Amendment
No. 1)
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ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For
the Fiscal Year Ended December 31, 2009
or
o
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the
Transition Period From ___________________ To ___________________
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Commission
File Number:
333-147456
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GRAND
RIVER COMMERCE, INC.
(Exact
Name of Registrant as Specified in its Charter)
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification Number)
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4471
Wilson Ave., SW, Grandville, Michigan 49418
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(Address
of principal executive offices) (ZIP Code)
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Registrant’s
telephone number, including area code)
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Securities
registered pursuant to Section 12(b) of the Act:
None
Securities
registered pursuant to Section 12(g) of the 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 15(d) of the Act. Yes
x
No
o
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 shorter period that the registrant as 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 Website, 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).
o
Yes
o
No
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 229.405) of this chapter) 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.
x
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.
Large
accelerated filer
o
Accelerated filer
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Non-accelerated filer
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Smaller reporting company
x
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act). Yes
o
No
x
The
aggregate market value of the registrant’s outstanding common stock held by
non-affiliates of the registrant as of December 31, 2009, was approximately
$13.9 million, based on the last reported trade as of such date. This price
reflects inter-dealer prices without retail mark up, mark down, or commissions,
and may not represent actual transactions.
The
number of common shares outstanding of each of the issuers classes of common
stock, as of the latest practicable date: 1,700,120 shares of the Company’s
Common Stock ($0.01 par value per share) were outstanding as of March 12,
2010.
Documents Incorporated By Reference
Herein:
None.
Explanatory Statement to Form 10-K Amendment
The
purpose of this Amendment on Annual Report on Form 10-K/A is to amend Part III,
Item 12 of our Annual Report on Form 10-K for the fiscal year ended December 31,
2009, which was filed with the Securities and Exchange Commission (the “SEC”) on
March 18, 2010 (the “Original Filing”), to correct and supplement
certain ownership related disclosures contained in the Original
Filing.
In
addition, as required by Rule 12b-15 under the Securities and Exchange Act of
1934, as amended (the “Exchange Act”), new certifications by our principal
executive officer and financial officer are filed as exhibits to this Annual
Report on Form 10-K/A under Item 15 of Part IV hereof.
Except as
stated herein, this Form 10-K/A does not reflect events occurring after the
filing of the Original Filing and no attempt has been made in this Annual Report
on Form 10-K/A to modify or updated other disclosures as presented in the
Original Filing. Accordingly, this Form 10-K/A should be read in
conjunction with our filings with the SEC subsequent to the filing of the
Original Filing.
GRAND
RIVER COMMERCE, INC.
ANNUAL
REPORT ON FORM 10-K/A FOR THE FISCAL YEAR ENDED DECEMBER 31, 2009
TABLE
OF CONTENTS
Page
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Item
12.
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Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
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3
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PART
IV
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Item
15.
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Exhibits,
Financial Statement Schedules
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5
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Signatures
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6
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PART
III
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ITEM
12.
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SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
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The table
below sets forth the following information for each of our directors and
executive officers:
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the
number of shares of common stock he or she owns beneficially;
and
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·
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the
percentage that the number of shares beneficially owned bears to the total
number of shares outstanding of the
Company.
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The
number of shares indicated in the table as beneficially owned, and the
percentage ownership information, is based on “beneficial ownership” concepts as
defined by the federal securities laws. In general, beneficial
ownership includes shares owned by spouses, minor children and other relatives
residing in the same household, trusts, partnerships, corporations or deferred
compensation plans which are affiliated with the principal. In
addition, this table reflects organizer warrants, which are exercisable upon
issuance. The table does reflect employee and director stock options
that have been granted to a particular executive officer or director to the
extent they have vested, in any part, as of the date of this proxy
statement. The addresses of each of our directors and executive
officers is the same as our address.
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Number
of shares beneficially owned
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Directors
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Robert
P. Bilotti
(1)
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48,874
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2.85
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%
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David
H. Blossey
(2)
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5,000
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0.29
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%
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Richard
J. Blauw, Jr.
(3)
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37,784
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2.20
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%
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Cheryl
M. Blouw
(4)
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34,074
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1.99
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%
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Jeffrey
A. Elders
(5)
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27,124
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1.59
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%
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Lawrence
B. Fitch
(6)
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5,000
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0.29
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%
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David
K. Hovingh
(7)
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36,597
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2.14
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%
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Roger
L. Roode
(8)
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32,174
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1.88
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%
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Jerry
A. Sytsma
(9)
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29,374
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1.71
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%
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Total
directors, as a group
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256,001
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14.27
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%
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Executive
officers who are not directors
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Elizabeth
C. Bracken
(10)
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1,500
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0.09
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%
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Mark
A. Martis
(11)
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11,748
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0.69
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%
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All
directors and executive officers, as a group (11 persons)
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269,249
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15.01
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%
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Notes to beneficial
ownership table
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(1)
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Includes
organizer warrants to acquire 13,274 shares of common stock; 5,600 shares
held jointly with Mr. Bilotti’s wife; 4,000 shares held of record for the
benefit of Mr. Bilotti’s IRA; and 6,000 shares held of record for the
benefit of Mr. Bilotti’s Simple 401K
Plan.
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(2)
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Includes
5,000 shares held of record for the benefit of Mr. Blossey’s
IRA.
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(3)
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Includes
organizer warrants to acquire 14,509 shares of common stock (of which
1,235 warrants are held by Meadow Rock Dairy, L.L.C. and attributed to Mr.
Blauw through his 12.4% ownership interest in Meadow Rock Dairy, L.L.C.);
4,000 shares held jointly with Mr. Blauw’s wife; 12,000 shares held by the
Richard J Jr. and Kimberly S. Blauw Trust, which Mr. and Mrs. Blauw serve
as trustees; and 6,175 shares of common stock held by Meadow Rock Dairy,
L.L.C. and attributed to Mr. Blauw through his 12.4% ownership interest in
Meadow Rock Dairy, L.L.C.
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(4)
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Includes
organizer warrants to acquire 13,274 shares of common stock; 19,700 shares
held of record for the benefit of Mrs. Blouw’s IRAs; and 1,100 shares held
by the Ronald P and Cheryl M Blouw Living Trust, which Mr. and Mrs. Blouw
serve as trustees.
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(5)
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Includes
organizer warrants to acquire 13,274 shares of common stock; and 11,600
shares held of record for the benefit of Mr. Elders’
IRA.
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(6)
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Includes
5,000 shares held by the Lawrence B. Fitch Revocable Trust, which Mr.
Fitch serves as trustee.
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(7)
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Includes
organizer warrants to acquire 13,274 shares of common stock; 6,350 shares
held jointly with Mr. Hovingh’s wife; and 16,973 shares held of record for
the benefit of Mr. Hovingh’s IRA.
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(8)
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Includes
organizer warrants to acquire 13,274 shares of common stock; and 18,900
shares held by the Roger L. Roode Trust, which Mr. Roode serves as
trustee.
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(9)
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Includes
organizer warrants to acquire 13,274 shares of common stock; 15,220 held
by the Jerry and Lynn Sytsma Trust, which Mr. and Mrs. Sytsma serve as
trustees; and 880 shares held of record for the benefit of the IRA of Mr.
Sytsma’ wife.
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(10)
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Includes
500 shares held of record for the benefit of Ms. Bracken’s IRA; and 1,000
shares held of record for the benefit of the IRA of Ms. Bracken’s
husband.
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(11)
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Includes
9,992 shares held of record for the benefit of Mr. Martis’ IRA; and 1,756
shares held of record for the benefit of the IRA of Mr. Martis’
wife.
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The
following table sets forth information regarding persons or groups known to us
who have beneficial ownership of more than five percent of our common
stock. Any shareholder is required to obtain prior approval of the
Board of Governors of the Federal Reserve System before acquiring additional
shares or exercising warrants or stock options such that the shareholder’s
ownership percentage would equal or exceed 10% of the issued and outstanding
shares of common stock of the Company after such acquisition or
exercise."
Name
and Address of Principal Shareholder
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Number
of shares beneficially owned
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Great
Midwest Investments, L.L.C.
50
64
th
Avenue, Suite A
Coopersville,
Michigan 49404
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100,000
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5.88
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%
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Timothy
den Dulk
(1)
50
64
th
Avenue, Suite A
Coopersville,
Michigan 49404
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150,000
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8.82
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%
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Notes to beneficial
ownership table
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(1)
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Includes
100,000 shares of common stock held by Great Midwest Investments, L.L.C.
and attributed to Mr. Dulk through his 50% ownership interest in Great
Midwest Investments, L.L.C.; and 50,000 shares of common stock held by
Meadow Rock Dairy, L.L.C. and attributed to Mr. Dulk through his 53.1%
ownership interest in Meadow Rock Dairy,
L.L.C.
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ITEM
15.
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EXHIBITS,
FINANCIAL STATEMENT SCHEDULES
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(a)
(1) Financial Statements
The
financial statements were previously filed as an exhibit to the Company’s Form
10-K for the year ended December 31, 2009, that was previously filed with the
SEC on March 18, 2010
(a)
(2) Financial Statement Schedules
None. The
financial statement schedules are omitted because they are inapplicable or the
requested information is shown in our financial statements or related notes
thereto.
(b)
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Number
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Description
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1.1
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Agency
Agreement by and between the Company and Commerce Street Capital,
LLC*
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3.1
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Articles
of incorporation**
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3.2
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Bylaws**
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3.3
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Amended
and Restated Bylaws***
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4.1
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Specimen
common stock certificate**
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4.2
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Form
of Grand River Commerce, Inc. Organizers’ Warrant
Agreement**
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4.3
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See
Exhibits 3.1 and 3.2 for provisions of the articles of incorporation and
bylaws defining rights of holders of the common
stock****
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10.3
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Form
of Grand River Commerce, Inc. 2009 Stock Incentive
Plan+**
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10.4
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Employment
Agreement by and between Grand River Bank and David H.
Blossey+****
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10.5
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Employment
Agreement by and between Grand River Bank and Robert P.
Bilotti+****
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10.6
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Employment
Agreement by and between Grand River Bank and Elizabeth C.
Bracken+****
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10.7
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Consulting
Agreement by and between Grand River Commerce, Inc. and David H.
Blossey+**
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10.8
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Consulting
Agreement by and between Grand River Commerce, Inc. and Robert P.
Bilotti+**
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10.9
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Consulting
Agreement by and between Grand River Commerce, Inc. and Elizabeth C.
Bracken+**
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10.12
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Employment
Agreement by and between Grand River Bank and Mark
Martis+****
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10.13
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Consulting
Agreement by and between Grand River Commerce, Inc. and Mark
Martis+**
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31.1
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Certification
of Chief Executive Officer
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31.2
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Certification
of Chief Financial Officer
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32.1
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Certifications
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of
2002
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+
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Indicates
a compensatory plan or contract
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*
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Incorporated
by reference to the exhibits to the Company’s Form 8-K as filed with the
SEC on March 10, 2009
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**
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Incorporated
by reference to the exhibits to the Company’s registration statement as
filed with the SEC on November 16,
2007
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***
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Incorporated
by reference to the exhibits to the Company’s Form 8-K as filed with the
SEC on May 30, 2008
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****
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Incorporated
by reference to the exhibits to the Company’s Form 10-K for the year ended
December 31, 2009 as filed with the SEC on March 18,
2010
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SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned, thereunto duly authorized.
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GRAND
RIVER COMMERCE, INC.
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By:
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/s/
Robert P. Bilotti
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Robert
P. Bilotti
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President and Chief Executive
Officer
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Date:
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November
16, 2010
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Grand River Commerce (QX) (USOTC:GNRV)
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Grand River Commerce (QX) (USOTC:GNRV)
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