Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

x      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 ___________________

Commission File Number:        333-147456

GRAND RIVER COMMERCE, INC.
(Exact Name of Registrant as Specified in its Charter)
 
Michigan
  
20-5393246
(State or other jurisdiction of incorporation or organization)
  
(I.R.S. Employer  Identification Number)
     
4471 Wilson Ave., SW, Grandville, Michigan 49418
  
(616) 929-1600
(Address of principal executive offices) (ZIP Code)
  
Registrant’s telephone number, including area code)
     

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 o Non-accelerated filer o 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
 
PART III
 
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
3
     
PART IV
Item 15.
Exhibits, Financial Statement Schedules
5
     
Signatures
  
6
 
 
PART III
 
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
 
The table below sets forth the following information for each of our directors and executive officers:
 
 
·
the number of shares of common stock he or she owns beneficially; and
 
 
·
the percentage that the number of shares beneficially owned bears to the total number of shares outstanding of the Company.
 
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.
 
 
Name
  
Number of shares beneficially owned
    
Percentage of class
  
Directors
            
Robert P. Bilotti(1)
     48,874       2.85 %
David H. Blossey (2)
     5,000       0.29 %
Richard J. Blauw, Jr.(3)
     37,784       2.20 %
Cheryl M. Blouw(4)
     34,074       1.99 %
Jeffrey A. Elders(5)
     27,124       1.59 %
Lawrence B. Fitch(6)
     5,000       0.29 %
David K. Hovingh(7)
     36,597       2.14 %
Roger L. Roode(8)
     32,174       1.88 %
Jerry A. Sytsma(9)
     29,374       1.71 %
Total directors, as a group
     256,001       14.27 %
Executive officers who are not directors
                
Elizabeth C. Bracken(10)
     1,500       0.09 %
Mark A. Martis(11)
     11,748       0.69 %
All directors and executive officers, as a group (11 persons)
     269,249       15.01 %

Notes to beneficial ownership table
 
(1)
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.
 
(2)
Includes 5,000 shares held of record for the benefit of Mr. Blossey’s IRA.
 
(3)
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.
 
(4)
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.
 
3
 
(5)
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.
 
(6)
Includes 5,000 shares held by the Lawrence B. Fitch Revocable Trust, which Mr. Fitch serves as trustee.
 
(7)
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.
 
(8)
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.
 
(9)
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.
 
(10)
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.
 
(11)
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.
 

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
  
Number of shares beneficially owned
    
Percentage of class
  
             
Great Midwest Investments, L.L.C.
50 64th Avenue, Suite A
Coopersville, Michigan 49404
     100,000       5.88 %
Timothy den Dulk(1)
50 64th Avenue, Suite A
Coopersville, Michigan 49404
     150,000       8.82 %

Notes to beneficial ownership table
 
(1)
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.
 
4
 
PART IV
 
ITEM 15.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
 
(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)
 
Number
  
Description
1.1
  
Agency Agreement by and between the Company and Commerce Street Capital, LLC*
3.1
  
Articles of incorporation**
3.2
  
Bylaws**
3.3
  
Amended and Restated Bylaws***
4.1
  
Specimen common stock certificate**
4.2
  
Form of Grand River Commerce, Inc. Organizers’ Warrant Agreement**
4.3
  
See Exhibits 3.1 and 3.2 for provisions of the articles of incorporation and bylaws defining rights of holders of the common stock****
10.3
  
Form of Grand River Commerce, Inc. 2009 Stock Incentive Plan+**
10.4
  
Employment Agreement by and between Grand River Bank and David H. Blossey+****
10.5
  
Employment Agreement by and between Grand River Bank and Robert P. Bilotti+****
10.6
  
Employment Agreement by and between Grand River Bank and Elizabeth C. Bracken+****
10.7
  
Consulting Agreement by and between Grand River Commerce, Inc. and David H. Blossey+**
10.8
  
Consulting Agreement by and between Grand River Commerce, Inc. and Robert P. Bilotti+**
10.9
  
Consulting Agreement by and between Grand River Commerce, Inc. and Elizabeth C. Bracken+**
10.12
  
Employment Agreement by and between Grand River Bank and Mark Martis+****
10.13
  
Consulting Agreement by and between Grand River Commerce, Inc. and Mark Martis+**
31.1
  
Certification of Chief Executive Officer
31.2
  
Certification of Chief Financial Officer
32.1
  
Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

+ 
Indicates a compensatory plan or contract
 
*
Incorporated by reference to the exhibits to the Company’s Form 8-K as filed with the SEC on March 10, 2009
 
**
Incorporated by reference to the exhibits to the Company’s registration statement as filed with the SEC on November 16, 2007
 
***
Incorporated by reference to the exhibits to the Company’s Form 8-K as filed with the SEC on May 30, 2008
 
****
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
 
5
 
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.
 
 
GRAND RIVER COMMERCE, INC.
  
       
 
By:
/s/  Robert P. Bilotti  
    Robert P. Bilotti  
    President and Chief Executive Officer  
       
  Date:     November 16, 2010  
 
6