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): December 17, 2004
  
  
  
                            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.)
  
  
                             150 Post Street, Suite 405
                           San Francisco, California 94108
  
                 (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.
  
  As of December 17, 2004, the registrant entered into an Amendment No. 4 to the
  Stock Purchase Agreement pursuant to which the registrant acquired all of the
  outstanding stock in its Easton Mortgage Corporation ("Easton") subsidiary in
  January 2003. The original Stock Purchase Agreement provided for payment of
  consideration in the form of the registrant's promissory notes in favor of the
  sellers, RCH, LLC, Timothy A. Birch, Stone Williams, LLC, Craig R. Bush,
  Lawrence Anspach and Diana Mead (collectively "Sellers"). None of the Sellers is
  an affiliate of the registrant or a related party except in connection with the
  sale of Easton shares to the registrant. The promissory notes have since been
  amended and restated, and Amendment No. 4 amends them further. Amendment No. 4
  provides that the three outstanding promissory notes with an aggregate original
  principal amount of approximately $1,854,500, due the sellers from the
  registrant, have been modified and replaced with payment by the registrant to
  the note holders in the amount of $700,000 cash and execution of a replacement
  note by the registrant in favor of the sellers in the principal amount of
  $450,000. The source of the $700,000 cash was primarily a loan from a private
  investor bearing interest at the rate of 12.5%, and maturing in six months. The
  note in the amount of $450,000 issued to the sellers is secured by the capital
  stock of Easton and bears interest at the rate of 6% per annum, with all
  principal and interest due and payable on or before January, 2007. This note is
  non-recourse to the registrant. The registrant has the option to pre-pay this
  note in full on or before August 15, 2005, by paying $350,000 cash to the
  holder.
  
  
  
                                     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: December 20, 2004          SUTTER HOLDING COMPANY, INC
  
                                    By: s/ ROBERT E. DIXON
                                        -------------------------
                                        Robert E. Dixon,
                                        Co-Chief Executive Officer
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
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metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "sutterholdingeaston8k.txt", "description": "CURRENT REPORT", "secsgml_size_bytes": 3508}]
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": "0131"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-15733", "film-number": "041216365"}, "business-address": {"street1": "150 POST ST", "street2": "SUITE 405", "city": "SAN FRANCISCO", "state": "CA", "zip": "94108", "phone": "4157881441"}, "mail-address": {"street1": "150 POST ST", "street2": "SUITE 405", "city": "SAN FRANCISCO", "state": "CA", "zip": "94108"}, "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): December 17, 2004
  
                            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.)
  
                             150 Post Street, Suite 405
                           San Francisco, California 94108
  
                 (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.
  
  As of December 17, 2004, the registrant entered into an Amendment No. 4 to the
  Stock Purchase Agreement pursuant to which the registrant acquired all of the
  outstanding stock in its Easton Mortgage Corporation ("Easton") subsidiary in
  January 2003. The original Stock Purchase Agreement provided for payment of
  consideration in the form of the registrant's promissory notes in favor of the
  sellers, RCH, LLC, Timothy A. Birch, Stone Williams, LLC, Craig R. Bush,
  Lawrence Anspach and Diana Mead (collectively "Sellers"). None of the Sellers is
  an affiliate of the registrant or a related party except in connection with the
  sale of Easton shares to the registrant. The promissory notes have since been
  amended and restated, and Amendment No. 4 amends them further. Amendment No. 4
  provides that the three outstanding promissory notes with an aggregate original
  principal amount of approximately $1,854,500, due the sellers from the
  registrant, have been modified and replaced with payment by the registrant to
  the note holders in the amount of $700,000 cash and execution of a replacement
  note by the registrant in favor of the sellers in the principal amount of
  $450,000. The source of the $700,000 cash was primarily a loan from a private
  investor bearing interest at the rate of 12.5%, and maturing in six months. The
  note in the amount of $450,000 issued to the sellers is secured by the capital
  stock of Easton and bears interest at the rate of 6% per annum, with all
  principal and interest due and payable on or before January, 2007. This note is
  non-recourse to the registrant. The registrant has the option to pre-pay this
  note in full on or before August 15, 2005, by paying $350,000 cash to the
  holder.
  
                                     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: December 20, 2004          SUTTER HOLDING COMPANY, INC
  
                                    By: s/ ROBERT E. DIXON
                                        -------------------------
                                        Robert E. Dixon,
                                        Co-Chief Executive Officer
  
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