e10vkza
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Form 10-K/A
Amendment No. 1
|
|
|
þ
|
|
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 N/A to N/A
|
Commission file number 1-10140
CVB FINANCIAL CORP.
(Exact name of registrant as
specified in its charter)
|
|
|
California
|
|
95-3629339
|
(State or other jurisdiction
of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
701 N. Haven Avenue, Suite 350
Ontario, California
(Address of Principal
Executive Offices)
|
|
91764
(Zip Code)
|
Registrants telephone number, including area code
(909) 980-4030
Securities registered pursuant to Section 12(b) of the
Act:
|
|
|
Title of Class
|
|
Name of Each Exchange on Which Registered
|
|
Common Stock, no par value
|
|
NASDAQ Stock Market, LLC
|
Preferred Stock Purchase Rights
|
|
NASDAQ Stock Market, LLC
|
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 þ No o
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the
Act. Yes o No þ
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 þ 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 registrants 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 the definitions of
large accelerated filer, accelerated
filer and smaller reporting company in
Rule 12b-2 of the Exchange Act. (Check one):
|
|
|
|
|
|
|
Large accelerated
filer þ
|
|
Accelerated filer
o
|
|
Non-accelerated
filer o
(Do not check if a smaller reporting company)
|
|
Smaller reporting
Company o
|
Indicate by check mark whether the registrant is a shell company
(as defined in
Rule 12b-2
of the
Act). Yes o
No þ
As of June 30, 2007, the aggregate market value of the
common stock held by non-affiliates of the registrant was
approximately $933,180,796.
Number of shares of common stock of the registrant outstanding
as of February 15, 2008: 83,164,906.
|
|
|
Documents Incorporated By Reference
|
|
Part of
|
|
Definitive Proxy Statement for the Annual Meeting of
Stockholders which will
be filed within 120 days of the fiscal year ended
December 31, 2007
|
|
Part III of Form 10-K
|
Explanatory
Note
This Amendment No. 1 on
Form 10-K/A
(Form 10-K/A)
to our Annual Report on
Form 10-K
for the year ended December 31, 2007, initially filed with
the Securities and Exchange Commission (the SEC) on
February 29, 2007 (the Original Filing), is
being filed to reflect a change to the cover page to correct the
number of shares of CVB Financial Corp. outstanding at
February 15, 2008, which was misstated in the Original
Filing and to provide a new Exhibit 10.12 reflecting
outside directors compensation.
Except for the foregoing amended information, this
Form 10-K/A
continues to describe conditions as of the date of the Original
Filing, and we have not updated the disclosures contained herein
to reflect events that occurred at a later date.
|
|
Item 15.
|
Exhibits
and Financial Statement Schedules
|
Financial
Statements
Reference is made to the Index to Financial Statements at
page 56 of the Original Filing for a list of financial
statements filed as part of the Annual Report on
Form 10-K.
Exhibits
See Index to Exhibits of this
Form 10-K/A.
1
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this Amendment No. 1 to
Form 10-K
to be signed on its behalf by the undersigned, thereunto duly
authorized, on the 5th day of March 2008.
CVB FINANCIAL CORP.
|
|
|
|
By:
|
/s/ CHRISTOPHER
D. MYERS
|
Christopher D. Myers
President and Chief Executive Officer
2
INDEX TO
EXHIBITS
|
|
|
|
|
Exhibit
|
|
|
No.
|
|
|
|
|
3
|
.1
|
|
Articles of Incorporation of the Company, as amended(15)
|
|
3
|
.2
|
|
Bylaws of Company, as amended(1)
|
|
3
|
.3
|
|
Certificate of Determination of Participating Preferred Stock of
Registrant (See Exhibit 4.2 hereto)
|
|
4
|
.1
|
|
Form of Registrants Common Stock certificate(2)
|
|
4
|
.2
|
|
Preferred Shares Rights Agreement, dated as of
June 21, 2000, between CVB Financial Corp. and U.S. Stock
Transfer Corp., including the Certificate of Determination, the
form of Rights Certificate and the Summary of Rights(3)
|
|
4
|
.3
|
|
Certificate of Determination of Participating Preferred Stock of
Registrant (See Exhibit 4.2 hereto)
|
|
4
|
.4
|
|
Form of Rights Certificate (See Exhibit 4.2 hereto)
|
|
4
|
.5
|
|
Summary of Rights (See Exhibit 4.2 hereto)
|
|
10
|
.1(a)
|
|
Employment Agreement by and among Christopher D. Myers, CVB
Financial Corp. and Citizens Business Bank, dated June 1,
2006(4)
|
|
10
|
.1(b)
|
|
Restricted Stock Agreement by and between CVB Financial Corp.
and Christopher D. Myers dated June 1, 2006(4)
|
|
10
|
.1(c)
|
|
Deferred Compensation Plan for Christopher D. Myers, effective
January 1, 2007(14)
|
|
10
|
.2
|
|
Chino Valley Bank Profit Sharing Plan, as amended(5)
|
|
10
|
.3
|
|
Form of Indemnification Agreement(6)
|
|
10
|
.4
|
|
CVB Financial Corp. 1991 Stock Option Plan, as amended(7)
|
|
10
|
.5
|
|
CVB Financial Corp. 2000 Stock Option Plan(8)
|
|
10
|
.6
|
|
Form 2000 Stock Option Agreement for Employees and
Directors(1)
|
|
10
|
.7
|
|
CVB Financial Corp. Discretionary Performance Compensation Plan
2007(9)
|
|
10
|
.8
|
|
The Executive NonQualified Excess
Plansm
Plan Document effective February 21, 2009(14)
|
|
10
|
.9
|
|
Severance Compensation Agreement for Jay W. Coleman, dated
March 15, 2006(10)
|
|
10
|
.10
|
|
Severance Compensation Agreement for Edward J. Biebrich dated
March 15, 2006(10)
|
|
10
|
.11
|
|
Severance Compensation Agreement for Edward J. Mylett, dated
March 15, 2006(10)
|
|
10
|
.12
|
|
Outside Directors Compensation
|
|
10
|
.13
|
|
Base Salaries for Named Executive Officers of the Registrant(12)
|
|
10
|
.14(a)
|
|
Offer letter for Christopher A. Walters, dated June 13,
2007(13)
|
|
10
|
.14(b)
|
|
Severance Compensation Agreement for Christopher A. Walters,
dated June 27, 2007(13)
|
|
12
|
|
|
Statement regarding computation of ratios (included in
Form 10-K)(15)
|
|
21
|
|
|
Subsidiaries of Company (included in
Form 10-K)(15)
|
|
23
|
.1
|
|
Consent of McGladrey & Pullen, LLP(15)
|
|
23
|
.2
|
|
Consent of KPMG LLP(15)
|
|
31
|
.1
|
|
Certification of Christopher D. Myers pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
|
|
31
|
.2
|
|
Certification of Edward J. Biebrich, Jr. pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
|
|
32
|
.1
|
|
Certification of Christopher D. Myers pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002(15)
|
|
32
|
.2
|
|
Certification of Edward J. Biebrich, Jr. pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002(15)
|
|
|
|
|
|
Indicates a management contract or compensation plan. |
|
* |
|
Except as noted below,
Form 8-A12G,
Form 8-K
and
Form 10-K
identified in the exhibit index have SEC file number
000-10140. |
|
Δ |
|
We have entered into the following trust preferred security
issuances and agree to furnish a copy to the SEC upon request: |
3
|
|
|
(a) |
|
Indenture dated as of December 17,, 2003 by and between CVB
Financial Corp. and U.S. Bank, National Association, as Trustee
(CVB Statutory Trust I). |
|
(b) |
|
Indenture dated as of December 5, 2003 by and between CVB
Financial Corp. and Wells Fargo Bank, National Association, as
Trustee (CVB Statutory Trust II). |
|
(c) |
|
Indenture by and between CVB Financial Corp. and U.S. Bank,
National Association, as Trustee, dated as of January 31,
2006 (CVB Statutory Trust III). |
|
(1) |
|
Incorporated herein by reference from our Current Report on
Form 8-K
filed with the SEC on June 26, 2006. |
|
|
|
|
|
(2) |
|
Incorporated herein by reference from our
Form 8-A12G
filed with the SEC on June 11, 2001. |
|
|
|
|
|
(3) |
|
Incorporated herein by reference from our
Form 8-A12G
filed with the SEC on June 22, 2000. |
|
|
|
|
|
(4) |
|
Incorporated herein by reference from our Current Report on
Form 8-K
filed with the SEC on June 7, 2006. |
|
|
|
|
|
(5) |
|
Filed as Exhibits 10.3 to Registrants Annual Report
on
Form 10-K
for the fiscal year ended December 31, 1990, Commission
file number 1-10394, which is incorporated herein by this
reference. |
|
|
|
|
|
(6) |
|
Filed as Exhibit 10.13 to Registrants Annual Report
on
Form 10-K
for the fiscal year ended December 31, 1988, Commission
file number 1-10394, which is incorporated herein by this
reference. |
|
|
|
|
|
(7) |
|
Incorporated herein by reference from our Quarterly Report on
Form 10-Q
filed with the SEC on May 13, 1998, Commission file number
1-10394. |
|
|
|
|
|
(8) |
|
Incorporated herein by reference from our Registration Statement
on
Form S-8
filed with the SEC on July 12, 2000, Commission file number
333-41198. |
|
|
|
|
|
(9) |
|
Incorporated herein by reference from our Current Report on
Form 8-K
filed with the SEC on April 24, 2007. |
|
|
|
|
|
(10) |
|
Incorporated herein by reference from our Current Report on
Form 8-K
filed with the SEC on March 21, 2006. |
|
|
|
|
|
(11) |
|
Incorporated herein by reference from our Annual Report on
Form 10-K
filed with the SEC on March 14, 2005. |
|
|
|
|
|
(12) |
|
Incorporated herein by reference from our Current Report on
Form 8-K
filed with the SEC on April 3, 2007. |
|
|
|
|
|
(13) |
|
Incorporated herein by reference from our Quarterly Report on
Form 10-Q
filed with the SEC on August 8, 2007. |
|
|
|
|
|
(14) |
|
Incorporated by reference from our Annual Report on
Form 10-K
filed with the SEC on March 1, 2007. |
|
(15) |
|
Previously filed with our Annual Report on
Form 10-K
filed with the SEC on February 29, 2008 |
4
exv10w12
Exhibit 10.12
OUTSIDE DIRECTORS COMPENSATION
Each outside director of CVB Financial Corporation will receive the following compensation on an
annual basis for their services as a director as of March 3, 2008:
|
|
|
|
|
Chairman of the Board
|
|
$ |
124,200 |
|
|
|
|
|
|
Vice-Chairman of the Board
|
|
$ |
86,928 |
|
|
|
|
|
|
All other outside directors
|
|
$ |
43,464 |
|
These amounts are paid in equal monthly installments. In addition, the directors are eligible to
participate in the health plan of the Company and the Company pays a portion of that benefit
comparable to the other employees of the Company.
There is no additional compensation for the directors should they serve on a committee or chair a
committee.
exv31w1
Exhibit 31.1
CERTIFICATION
I, Christopher D. Myers, certify that:
1. I have reviewed this annual report on Form 10-K/A of CVB Financial Corp.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered by this
annual report;
3. Based on my knowledge, the financial statements, and other financial information included in
this report, fairly present in all material respects the financial condition, results of operations
and cash flows of the registrant as of, and for, the periods presented in this annual report;
4. The registrants other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls
and procedures to be designed under our supervision, to ensure that material information
relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being
prepared;
(b) Designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally accepted
accounting principles;
(c) Evaluated the effectiveness of the registrants disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this report based on such
evaluation; and
(d) Disclosed in this report any change in the registrants internal control over financial
reporting that occurred during the registrants most recent fiscal quarter (the
registrants fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrants internal control
over financial reporting; and
5. The registrants other certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants auditors and the audit
committee of the registrants Board of Directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to adversely affect
the registrants ability to record, process, summarize and report financial information;
and
b) Any fraud, whether or not material, that involves management or other employees who have
a significant role in the registrants internal control over financial reporting.
|
|
|
|
|
|
|
|
Date: March 5, 2008 |
/s/ Christopher D. Myers
|
|
|
Christopher D. Myers |
|
|
Chief Executive Officer |
|
exv31w2
Exhibit 31.2
CERTIFICATION
I, Edward J. Biebrich, Jr., certify that:
1. I have reviewed this annual report on Form 10-K/A of CVB Financial Corp.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered by this
annual report;
3. Based on my knowledge, the financial statements, and other financial information included in
this report, fairly present in all material respects the financial condition, results of operations
and cash flows of the registrant as of, and for, the periods presented in this annual report;
4. The registrants other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls
and procedures to be designed under our supervision, to ensure that material information
relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being
prepared;
(b) Designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally accepted
accounting principles;
(c) Evaluated the effectiveness of the registrants disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this report based on such
evaluation; and
(d) Disclosed in this report any change in the registrants internal control over financial
reporting that occurred during the registrants most recent fiscal quarter (the
registrants fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrants internal control
over financial reporting; and
5. The registrants other certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants auditors and the audit
committee of the registrants Board of Directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to adversely affect
the registrants ability to record, process, summarize and report financial information;
and
b) Any fraud, whether or not material, that involves management or other employees who have
a significant role in the registrants internal control over financial reporting.
|
|
|
|
|
|
|
|
Date: March 5, 2008 |
/s/ Edward J. Biebrich. Jr.
|
|
|
Edward J. Biebrich Jr. |
|
|
Chief Financial Officer |
|
|