content: SECURITIES AND EXCHANGE COMMISSION
  
                               Washington, D.C. 20549
  
  
  
  
                                      Form 8-K
  
  
  
                  Current Report Pursuant to Section 13 or 15(d) of
  
                         The Securities Exchange Act of 1934
  
         Date of Report (Date of earliest event reported): January 26, 2005
  
  
                            Sutter Holding Company, Inc.
  
               (Exact name of registrant as specified in its charter)
  
  
  
             Delaware                    1-15733                  59-2651232
          (State or other              (Commission             (I.R.S. Employer
  jurisdiction of incorporation)      File Number)            Identification No.)
  
  
              220 Montgomery Street, Suite 2100, San Francisco CA 94104
  
                 (Address of principal executive offices) (zip code)
  
                                   (415) 788-1441
                           (Registrant's telephone number,
                                including area code)
  
  
  
           (Former name or former address, if changed since last report.)
  
  
  
  
  
  
  <PAGE>
  
  ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
  ----------------------------------------------------
  
  On January 26, 2005, the Board of Directors of Sutter Holding Company, Inc. (the
  "Company") approved certain changes to its Director Compensation Policy (the
  "Director Compensation Policy"). Under the Director Compensation Policy for
  fiscal year 2005, the directors of the Company who are not officers or employees
  of the Company ("Qualified Directors") are entitled to certain increases in
  their remuneration for serving as a director.
  
  A copy of the Company's Director Compensation Policy for fiscal year 2005 is
  attached as Exhibit 10.1 hereto and incorporated herein by reference.
  
  On January 26, 2005, the Company entered into amended and restated
  Employment Agreements with directors and executive officers R. Michael Collins,
  Robert E. Dixon and William G. Knuff III, attached as Exhibits 10.2(a), 10.2(b),
  and 10.2(c), respectively.
  
  On January 26, 2005, the Company entered into an agreement to sell certain
  shares of its Series A Convertible Preferred Stock. See the discussion below
  under Item 3.02 of this Report. Copies of the Purchase Agreement and Put
  Agreement by and between the Company and the purchaser in this transaction are
  attached as Exhibit 10.3.1 and Exhibit 10.3.2 hereto, respectively.
  
  On January 26, 2005, the Company announced the completion of the acquisition
  described below in Item 2.01 of this Report, and a copy of the Agreement and
  Plan of Merger is attached hereto as Exhibit 10.4.
  
  On January 26, 2005, the Company entered into a Business Loan Agreement as
  described below in Item 2.03 of this Report, and a copy of the Business Loan
  Agreement is attached hereto as Exhibit 10.5.
  
  On January 26, 2005, the Company entered into a Shareholder Covenant Agreement
  with the four principal owners of the business acquired as reported in Item 2.01
  of this Report, and a copy of the Shareholder Covenant Agreement is attached
  hereto as Exhibit 10.6.
  
  ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
  ------------------------------------------------------------
  
  On January 26, 2005, the Company announced the completion of its acquisition of
  all of the outstanding shares of FLF, Inc. d/b/a Diversified Risk Insurance
  Brokers, Inc. ("DRIB"), a California Corporation. DRIB is a regional commercial
  property and casualty insurance broker with financial services relationships and
  expertise which will complement the Company's current financial services
  platform.
  
  The Company acquired all of the real and intangible property of DRIB including,
  but not limited to, their customer list, five-year non-compete agreements from
  each of the four principals of DRIB, all furniture and fixtures, office
  equipment and corporate books and records.
  
  DRIB was a privately held Company with four principal owners. The owners of DRIB
  were: Mr. Michael P. Flynn,  Mr. Charles A. Leone,  Mr. Stephen S. Meeker and
  Mr. John C. Schreiner. All four of the principals have entered into long-term
  employment agreements with the Company.
  
  The purchase price paid by the Company consisted of $1,815,095 in cash and the
  issuance of 1,210,065 shares of common stock of the Company.
  
  In connection with the issuance of common shares as consideration in this
  transaction, the Company entered into a Registration Rights Agreement with the
  four DRIB principals. A copy of the Registration Rights Agreement is attached as
  Exhibit 4.1 hereto.
  
  
  
  <PAGE>
  
  Audited financial statements of DRIB and pro forma financial information for the
  Company will be provided through an amendment to this Current Report on Form 8-K
  within 71 calendar days of this Report.
  
  A copy of the Agreement and Plan of Merger is attached hereto as Exhibit 10.4,
  and a copy of a Press Release announcing the closing of this transaction is
  attached as Exhibit 99.1 hereto.
  
  ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION
  ---------------------------------------------------
  
  On January 26, 2005, FLF, Inc. d/b/a Diversified Risk Insurance Brokers, Inc.,
  ("DRIB"), a California Company and a wholly owned subsidiary of Sutter Holding
  Company, Inc. (the "Company") secured a loan from the Bank of Alameda in the
  amount of $2,000,000. The loan carries an annual fixed interest rate of 8.00%
  and matures in five years on January 25, 2010. The loan is amortized over 10
  years, with a balloon payment due on or before January 25, 2010. Principal and
  interest payments are payable monthly.
  
  The loan is secured by the assets of DRIB and is fully and personally guaranteed
  by the following officers of the Company: R. Michael Collins, Robert E. Dixon
  and William G. Knuff III.
  
  A copy of the Business Loan Agreement related to the Bank of Alameda loan is
  attached as Exhibit 10.5 hereto, and copies of the officers' guarantees are
  attached hereto as Exhibits 10.5.1(a), (b) and (c), respectively.
  
  ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
  -------------------------------------------------
  
  On January 26, 2005, the Company issued 1,210,065 restricted shares of the
  Company's common stock to the four principals of DRIB in conjunction with the
  acquisition of DRIB by the Company described in Item 2.01 of this Report. As of
  January 26, 2005, the Company has 1,844,739 shares of common stock outstanding.
  
  In addition, on January 26, 2005, the Company entered into an Agreement with
  MacKenzie Patterson Fuller, Inc., ("MPF") a California Corporation, in which MPF
  has agreed to purchase and the Company has agreed to sell 1,300 shares of its
  Series A Convertible Preferred Stock at a purchase price of $1,000 per share.
  The terms of the purchase require that MPF's interest be secured by the assets
  of FLF, Inc d/b/a Diversified Risk Insurance Brokers, a wholly owned subsidiary
  of the Company, as well as, guaranteed personally, in the aggregate amount of
  $600,000 ($200,000 per guarantor), by the following officers of the Company: R.
  Michael Collins, Robert E. Dixon and William G. Knuff III. The Company also
  entered into a Put Agreement with MPF under which MPF will have the right to
  cause the Company to repurchase the shares under certain circumstances and after
  the third anniversary of the purchase of the shares.
  
  Copies of the Purchase Agreement and Put Agreement by and between the Company
  and MPF are attached as Exhibit 10.3.1 and Exhibit 10.3.2 hereto, respectively.
  
  Also, on January 26, 2005, the Company sold 175 shares of its Series A
  Convertible Preferred Stock at a purchase price of $1,000 per share to four
  qualified private investors.
  
  The holders of Series A Convertible Preferred Stock are entitled to a 10.00%
  annual dividend, and the Preferred Shares are convertible into common stock,
  with each Preferred share initially valued at its issue price of $1,000 per
  share and an initial conversion price of $6.00 per share of common stock into
  which they are converted.
  
  
  
  <PAGE>
  
  All such sales and issuances of the Company's common and preferred shares were
  offered and sold without registration as transactions not involving a public
  offering pursuant to the exemption from registration in Section 4(2) of the
  Securities Act of 1933, as amended.
  
  ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
  APPOINTMENT OF PRINCIPAL OFFICERS.
  ------------------------------------------------------------------------------
  
  Election Of Directors
  
  On January 26, 2005, the Company appointed the following individuals to serve on
  its Board of Directors: Mr. James M. Corroon, two DRIB designees to be named and
  one MPF designee to be named.
  
  Under the Company's 2005 Director Option Plan, all Qualified Directors were
  granted options to purchase 2,000 shares of the Company's common stock
  concurrent with their appointment to the Board of Directors. Directors will be
  eligible to be granted additional options annually on the date of each
  subsequent Annual Meeting of Stockholders in amounts to be determined by the
  Board, provided they are re-elected as a member of the Board of Directors. In
  addition, all Qualified Directors will be paid director fees in the amount of
  $25,000 per annum ($6,250 per regularly scheduled meeting attended).
  
  Appointment of Principal Officers
  
  On January 26, 2005, the Company made several changes in the appointment of
  principal  officers.  The Company  appointed  William G. Knuff III, Chairman and
  Chief  Financial  Officer.  Mr.  Knuff  had  previously  held the  positions  of
  Co-Chairman, Co-Chief Executive Officer and Chief Financial Officer. The Company
  appointed Mr. Robert E. Dixon  Vice-Chairman and Chief Investment  Officer.  Mr.
  Dixon had previously  held the positions of Co-Chairman  and Co-Chief  Executive
  Officer.  The Company  appointed  Mr. R.  Michael  Collins  President  and Chief
  Executive Officer. Mr. Collins had previously held the position of President.
  
  ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
  YEAR
  -----------------------------------------------------------------------------
  
  On January 26, 2005, the Company filed a Certificate of Amendment of the
  Certificate of Incorporation with the State of Delaware regarding changes to its
  corporate charter.
  
  The Board of Directors duly approved a recommendation to the Company's
  shareholders to increase the total number of authorized shares of common stock
  from 2,000,000 shares to 5,000,000 shares. The Board of Directors, which
  directly owns or controls a majority of the Company's outstanding common stock,
  unanimously accepted the recommendation on behalf of all of the Company's
  shareholders.
  
  The Board of Directors, by Unanimous Written Consent, duly and unanimously voted
  to amend Section 3.2 of the Company's Bylaws to reduce the maximum number of
  directors from twelve to nine. A copy of the Consent is attached hereto as
  Exhibit 3.3.
  
  On January 26, 2005, the Company's Board of Directors also approved the creation
  of 1,500 shares of Series A Convertible Preferred Stock (the "Preferred Stock").
  The Board further approved voting rights and preferences as well as all other
  rights, qualifications, limitations and restrictions relating to the Preferred
  Stock.
  
  Copies of the Certificate of Amendment of the Certificate of Incorporation and
  the Certificate of Designations, Preferences and Rights of Series A Convertible
  Preferred Stock are attached as Exhibits 3.1 and 3.2, respectively, hereto and
  incorporated herein by reference.
  
  
                                         3
  <PAGE>
  
  ITEM 7.01 REGULATION FD DISCLOSURE
  ----------------------------------
  
  On December 17, 2004 the Company entered into a debt financing agreement
  ("Note") with RCH, LLC, an unaffiliated company, in the amount of $450,000.
  
  The terms of the Note provided the Company the right to prepay the Note, in
  whole or in part, at anytime with no prepayment penalties. The terms of the Note
  further stated that, in the event the Company were to prepay the Note in its
  entirety prior to August 15, 2005, a payment of $350,000 plus all accrued but
  unpaid interest would be deemed payment in full satisfaction of the Note.
  
  On January 28, 2005 the Company invoked its right to prepay the Note in full for
  $350,000. The Company will recognize $100,000 extraordinary gain on the
  retirement of debt in the first fiscal quarter of 2005.
  
  ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
  -------------------------------------------
  
  (a) Financial Statements of Businesses Acquired
  
  Financial statements relating to the business acquisition described in Item 2.01
  above will be filed by amendment.
  
  (b) Pro Forma Financial Information
  
  Pro forma financial information relating to the business acquisition described
  in Item 2.01 above will be filed by amendment.
  
  (c)  Exhibits
  
  3.1          Amendment of the Certificate of Incorporation
  
  3.2          Certificate of Designations, Preferences and Rights of Series A
               Convertible Preferred Stock
  
  3.3          Unanimous Written Consent of the Board of Directors Amending Bylaws
  
  4.1          Registration Rights Agreement
  
  10.1         Sutter Holding Company, Inc. Director Compensation Policy for
               fiscal year 2005
  
  10.2(a)      Amended and Restated Employment Agreement - Collins
  10.2(b)      Amended and Restated Employment Agreement - Knuff
  10.2(c)      Amended and Restated Employment Agreement - Dixon
  
  10.3.1       Series A Convertible Preferred Stock Purchase Agreement
  10.3.2       Put Agreement
  
  10.4         Agreement and Plan of Merger
  
  10.5         Business Loan Agreement and Promissory Note
  10.5.1(a)    Collins Guaranty
  10.5.1(b)    Knuff Guaranty
  10.5.1(c)    Dixon Guaranty
  
  10.6         Shareholder Covenant Agreement
  
  99.1         Press Release
  
  
  
  
                                         4
  <PAGE>
  
  
                                     SIGNATURES
  
  
  Pursuant to the requirements of the Securities Exchange Act of 1934, the
  Registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
  
  
  
  Dated: January 31, 2005           SUTTER HOLDING COMPANY, INC
  
  
                                    /s/    William G. Knuff, III
                                    -------------------------------------
                                    William G. Knuff, III,
                                    Chairman and Chief Financial Officer
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                         5
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "sutter8k.txt", "description": "CURRENT REPORT", "secsgml_size_bytes": 14462}]
metadata_filer: {"company-data": {"conformed-name": "SUTTER HOLDING CO INC", "cik": "0001100202", "assigned-sic": "6211", "irs-number": "753111137", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-15733", "film-number": "05565013"}, "business-address": {"street1": "220 MONTGOMERY ST", "street2": "SUITE 2100", "city": "SAN FRANCISCO", "state": "CA", "zip": "94104", "phone": "4157881441"}, "mail-address": {"street1": "220 MONTGOMERY ST", "street2": "SUITE 2100", "city": "SAN FRANCISCO", "state": "CA", "zip": "94104"}, "former-company": {"former-conformed-name": "SHOCHET HOLDING CORP", "date-changed": "19991201"}}
text: SECURITIES AND EXCHANGE COMMISSION
  
                               Washington, D.C. 20549
  
                                      Form 8-K
  
                  Current Report Pursuant to Section 13 or 15(d) of
  
                         The Securities Exchange Act of 1934
  
         Date of Report (Date of earliest event reported): January 26, 2005
  
                            Sutter Holding Company, Inc.
  
               (Exact name of registrant as specified in its charter)
  
             Delaware                    1-15733                  59-2651232
          (State or other              (Commission             (I.R.S. Employer
  jurisdiction of incorporation)      File Number)            Identification No.)
  
              220 Montgomery Street, Suite 2100, San Francisco CA 94104
  
                 (Address of principal executive offices) (zip code)
  
                                   (415) 788-1441
                           (Registrant's telephone number,
                                including area code)
  
           (Former name or former address, if changed since last report.)
  ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
  ----------------------------------------------------
  
  On January 26, 2005, the Board of Directors of Sutter Holding Company, Inc. (the
  "Company") approved certain changes to its Director Compensation Policy (the
  "Director Compensation Policy"). Under the Director Compensation Policy for
  fiscal year 2005, the directors of the Company who are not officers or employees
  of the Company ("Qualified Directors") are entitled to certain increases in
  their remuneration for serving as a director.
  
  A copy of the Company's Director Compensation Policy for fiscal year 2005 is
  attached as Exhibit 10.1 hereto and incorporated herein by reference.
  
  On January 26, 2005, the Company entered into amended and restated
  Employment Agreements with directors and executive officers R. Michael Collins,
  Robert E. Dixon and William G. Knuff III, attached as Exhibits 10.2(a), 10.2(b),
  and 10.2(c), respectively.
  
  On January 26, 2005, the Company entered into an agreement to sell certain
  shares of its Series A Convertible Preferred Stock. See the discussion below
  under Item 3.02 of this Report. Copies of the Purchase Agreement and Put
  Agreement by and between the Company and the purchaser in this transaction are
  attached as Exhibit 10.3.1 and Exhibit 10.3.2 hereto, respectively.
  
  On January 26, 2005, the Company announced the completion of the acquisition
  described below in Item 2.01 of this Report, and a copy of the Agreement and
  Plan of Merger is attached hereto as Exhibit 10.4.
  
  On January 26, 2005, the Company entered into a Business Loan Agreement as
  described below in Item 2.03 of this Report, and a copy of the Business Loan
  Agreement is attached hereto as Exhibit 10.5.
  
  On January 26, 2005, the Company entered into a Shareholder Covenant Agreement
  with the four principal owners of the business acquired as reported in Item 2.01
  of this Report, and a copy of the Shareholder Covenant Agreement is attached
  hereto as Exhibit 10.6.
  
  ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
  ------------------------------------------------------------
  
  On January 26, 2005, the Company announced the completion of its acquisition of
  all of the outstanding shares of FLF, Inc. d/b/a Diversified Risk Insurance
  Brokers, Inc. ("DRIB"), a California Corporation. DRIB is a regional commercial
  property and casualty insurance broker with financial services relationships and
  expertise which will complement the Company's current financial services
  platform.
  
  The Company acquired all of the real and intangible property of DRIB including,
  but not limited to, their customer list, five-year non-compete agreements from
  each of the four principals of DRIB, all furniture and fixtures, office
  equipment and corporate books and records.
  
  DRIB was a privately held Company with four principal owners. The owners of DRIB
  were: Mr. Michael P. Flynn,  Mr. Charles A. Leone,  Mr. Stephen S. Meeker and
  Mr. John C. Schreiner. All four of the principals have entered into long-term
  employment agreements with the Company.
  
  The purchase price paid by the Company consisted of $1,815,095 in cash and the
  issuance of 1,210,065 shares of common stock of the Company.
  
  In connection with the issuance of common shares as consideration in this
  transaction, the Company entered into a Registration Rights Agreement with the
  four DRIB principals. A copy of the Registration Rights Agreement is attached as
  Exhibit 4.1 hereto.
  Audited financial statements of DRIB and pro forma financial information for the
  Company will be provided through an amendment to this Current Report on Form 8-K
  within 71 calendar days of this Report.
  
  A copy of the Agreement and Plan of Merger is attached hereto as Exhibit 10.4,
  and a copy of a Press Release announcing the closing of this transaction is
  attached as Exhibit 99.1 hereto.
  
  ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION
  ---------------------------------------------------
  
  On January 26, 2005, FLF, Inc. d/b/a Diversified Risk Insurance Brokers, Inc.,
  ("DRIB"), a California Company and a wholly owned subsidiary of Sutter Holding
  Company, Inc. (the "Company") secured a loan from the Bank of Alameda in the
  amount of $2,000,000. The loan carries an annual fixed interest rate of 8.00%
  and matures in five years on January 25, 2010. The loan is amortized over 10
  years, with a balloon payment due on or before January 25, 2010. Principal and
  interest payments are payable monthly.
  
  The loan is secured by the assets of DRIB and is fully and personally guaranteed
  by the following officers of the Company: R. Michael Collins, Robert E. Dixon
  and William G. Knuff III.
  
  A copy of the Business Loan Agreement related to the Bank of Alameda loan is
  attached as Exhibit 10.5 hereto, and copies of the officers' guarantees are
  attached hereto as Exhibits 10.5.1(a), (b) and (c), respectively.
  
  ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
  -------------------------------------------------
  
  On January 26, 2005, the Company issued 1,210,065 restricted shares of the
  Company's common stock to the four principals of DRIB in conjunction with the
  acquisition of DRIB by the Company described in Item 2.01 of this Report. As of
  January 26, 2005, the Company has 1,844,739 shares of common stock outstanding.
  
  In addition, on January 26, 2005, the Company entered into an Agreement with
  MacKenzie Patterson Fuller, Inc., ("MPF") a California Corporation, in which MPF
  has agreed to purchase and the Company has agreed to sell 1,300 shares of its
  Series A Convertible Preferred Stock at a purchase price of $1,000 per share.
  The terms of the purchase require that MPF's interest be secured by the assets
  of FLF, Inc d/b/a Diversified Risk Insurance Brokers, a wholly owned subsidiary
  of the Company, as well as, guaranteed personally, in the aggregate amount of
  $600,000 ($200,000 per guarantor), by the following officers of the Company: R.
  Michael Collins, Robert E. Dixon and William G. Knuff III. The Company also
  entered into a Put Agreement with MPF under which MPF will have the right to
  cause the Company to repurchase the shares under certain circumstances and after
  the third anniversary of the purchase of the shares.
  
  Copies of the Purchase Agreement and Put Agreement by and between the Company
  and MPF are attached as Exhibit 10.3.1 and Exhibit 10.3.2 hereto, respectively.
  
  Also, on January 26, 2005, the Company sold 175 shares of its Series A
  Convertible Preferred Stock at a purchase price of $1,000 per share to four
  qualified private investors.
  
  The holders of Series A Convertible Preferred Stock are entitled to a 10.00%
  annual dividend, and the Preferred Shares are convertible into common stock,
  with each Preferred share initially valued at its issue price of $1,000 per
  share and an initial conversion price of $6.00 per share of common stock into
  which they are converted.
  All such sales and issuances of the Company's common and preferred shares were
  offered and sold without registration as transactions not involving a public
  offering pursuant to the exemption from registration in Section 4(2) of the
  Securities Act of 1933, as amended.
  
  ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
  APPOINTMENT OF PRINCIPAL OFFICERS.
  ------------------------------------------------------------------------------
  
  Election Of Directors
  
  On January 26, 2005, the Company appointed the following individuals to serve on
  its Board of Directors: Mr. James M. Corroon, two DRIB designees to be named and
  one MPF designee to be named.
  
  Under the Company's 2005 Director Option Plan, all Qualified Directors were
  granted options to purchase 2,000 shares of the Company's common stock
  concurrent with their appointment to the Board of Directors. Directors will be
  eligible to be granted additional options annually on the date of each
  subsequent Annual Meeting of Stockholders in amounts to be determined by the
  Board, provided they are re-elected as a member of the Board of Directors. In
  addition, all Qualified Directors will be paid director fees in the amount of
  $25,000 per annum ($6,250 per regularly scheduled meeting attended).
  
  Appointment of Principal Officers
  
  On January 26, 2005, the Company made several changes in the appointment of
  principal  officers.  The Company  appointed  William G. Knuff III, Chairman and
  Chief  Financial  Officer.  Mr.  Knuff  had  previously  held the  positions  of
  Co-Chairman, Co-Chief Executive Officer and Chief Financial Officer. The Company
  appointed Mr. Robert E. Dixon  Vice-Chairman and Chief Investment  Officer.  Mr.
  Dixon had previously  held the positions of Co-Chairman  and Co-Chief  Executive
  Officer.  The Company  appointed  Mr. R.  Michael  Collins  President  and Chief
  Executive Officer. Mr. Collins had previously held the position of President.
  
  ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
  YEAR
  -----------------------------------------------------------------------------
  
  On January 26, 2005, the Company filed a Certificate of Amendment of the
  Certificate of Incorporation with the State of Delaware regarding changes to its
  corporate charter.
  
  The Board of Directors duly approved a recommendation to the Company's
  shareholders to increase the total number of authorized shares of common stock
  from 2,000,000 shares to 5,000,000 shares. The Board of Directors, which
  directly owns or controls a majority of the Company's outstanding common stock,
  unanimously accepted the recommendation on behalf of all of the Company's
  shareholders.
  
  The Board of Directors, by Unanimous Written Consent, duly and unanimously voted
  to amend Section 3.2 of the Company's Bylaws to reduce the maximum number of
  directors from twelve to nine. A copy of the Consent is attached hereto as
  Exhibit 3.3.
  
  On January 26, 2005, the Company's Board of Directors also approved the creation
  of 1,500 shares of Series A Convertible Preferred Stock (the "Preferred Stock").
  The Board further approved voting rights and preferences as well as all other
  rights, qualifications, limitations and restrictions relating to the Preferred
  Stock.
  
  Copies of the Certificate of Amendment of the Certificate of Incorporation and
  the Certificate of Designations, Preferences and Rights of Series A Convertible
  Preferred Stock are attached as Exhibits 3.1 and 3.2, respectively, hereto and
  incorporated herein by reference.
  
                                         3
  ITEM 7.01 REGULATION FD DISCLOSURE
  ----------------------------------
  
  On December 17, 2004 the Company entered into a debt financing agreement
  ("Note") with RCH, LLC, an unaffiliated company, in the amount of $450,000.
  
  The terms of the Note provided the Company the right to prepay the Note, in
  whole or in part, at anytime with no prepayment penalties. The terms of the Note
  further stated that, in the event the Company were to prepay the Note in its
  entirety prior to August 15, 2005, a payment of $350,000 plus all accrued but
  unpaid interest would be deemed payment in full satisfaction of the Note.
  
  On January 28, 2005 the Company invoked its right to prepay the Note in full for
  $350,000. The Company will recognize $100,000 extraordinary gain on the
  retirement of debt in the first fiscal quarter of 2005.
  
  ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
  -------------------------------------------
  
  (a) Financial Statements of Businesses Acquired
  
  Financial statements relating to the business acquisition described in Item 2.01
  above will be filed by amendment.
  
  (b) Pro Forma Financial Information
  
  Pro forma financial information relating to the business acquisition described
  in Item 2.01 above will be filed by amendment.
  
  (c)  Exhibits
  
  3.1          Amendment of the Certificate of Incorporation
  
  3.2          Certificate of Designations, Preferences and Rights of Series A
               Convertible Preferred Stock
  
  3.3          Unanimous Written Consent of the Board of Directors Amending Bylaws
  
  4.1          Registration Rights Agreement
  
  10.1         Sutter Holding Company, Inc. Director Compensation Policy for
               fiscal year 2005
  
  10.2(a)      Amended and Restated Employment Agreement - Collins
  10.2(b)      Amended and Restated Employment Agreement - Knuff
  10.2(c)      Amended and Restated Employment Agreement - Dixon
  
  10.3.1       Series A Convertible Preferred Stock Purchase Agreement
  10.3.2       Put Agreement
  
  10.4         Agreement and Plan of Merger
  
  10.5         Business Loan Agreement and Promissory Note
  10.5.1(a)    Collins Guaranty
  10.5.1(b)    Knuff Guaranty
  10.5.1(c)    Dixon Guaranty
  
  10.6         Shareholder Covenant Agreement
  
  99.1         Press Release
  
                                         4
  SIGNATURES
  
  Pursuant to the requirements of the Securities Exchange Act of 1934, the
  Registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
  Dated: January 31, 2005           SUTTER HOLDING COMPANY, INC
  
                                    /s/    William G. Knuff, III
                                    -------------------------------------
                                    William G. Knuff, III,
                                    Chairman and Chief Financial Officer
  
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