SEC Comment Letter for NORTHRIM BANCORP INC (NRIM) (CIK 0001163370) (NRIM) — Dec 5, 2008
NORTHRIM BANCORP INC (NRIM) (CIK 0001163370)
Date: Dec. 5, 2008 · CIK: 0001163370 · Accession: 0000000000-08-060042
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 000-05965
Letter
Mail Stop 4561 December 5, 2008 By U.S. Mail and Facsimile to: (425) 646-6199 Joseph M. Schierhorn Executive Vice President, Chief Financial Officer Northrim BanCorp, Inc. 3111 C Street Anchorage, AK 99503
Re: Northrim BanCorp, Inc. Form 10-K for the Fiscal Year Ended December 31, 2007 Filed March 14, 2008 File No. 000-05965
Dear Mr. Schierhorn:
We have reviewed your response filed with the Commission on September 11, 2008 and have the following additional comm ents. Where indicated, we think you should revise your document in response to these comme nts in future filings. If you disagree, we will consider your explanation as to why a comment is inapplicable or a revision is unnecessary. Please be as detaile d as necessary in your explanation. In our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure. After reviewi ng this information, we may or may not raise additional comments. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter. Form 10-K for the Fiscal Year Ended December 31, 2007
Item 11. Executive Compensation
Compensation Discussion and Analysis, pa ge 7 of Definitive Proxy Statement on Schedule 14A 1. We note your response to our prior comment 7. It is unclear that the disclosure of the performance targets in question woul d result in competitive harm to the company. We therefore reis sue that comment in full.
Joseph M. Schierhorn Northrim BanCorp, Inc. December 5, 2008 Page 2
Item 13. Certain Relationsh ips and Related Transactions
Interest of Management in Certain Transa ctions, page 30 of Definitive Proxy Statement on Schedule 14A 2. We note your response to our prior comment 10 and we reissue that comment in part. In future filings, please clarify that the loans were on the same terms, including interest rates and collateral, as those available to other persons not related to the lender . Refer to Instruction 4(c) to Item 404(a) of Regulation S-K. Item 15. Exhibits, Financial Statement Schedules
3. We note that the company’s Executive Incentive Plan does not appear in the company’s exhibit list. Please explain how the company concluded that the plan does not constitute a material contract pursuant to Item 601(b)(10)(iii)(A) of Regulation S-K. Response Letter
4. We note the acknowledgments made in th e second to last paragraph of the company’s response letter as submitted by counsel to the company. Please include with the next res ponse letter a statement signed by a representative of the company that includes the acknowledgments. Closing Comments
Please respond to these comments within 10 business days or tell us when you will provide us with a response. Please understand that we may have additional comments after reviewing your response to our comments. Please contact Justin Dobbie at (202) 551-3469 or me at (202) 551-3448 with any questions. Sincerely,
Jessica Livingston Staff Attorney
Joseph M. Schierhorn Northrim BanCorp, Inc. December 5, 2008 Page 3
cc: Sandra Gallagher-Alford Davis Wright Tremaine LLP Suite 2300 777 108th Avenue NE Bellevue, Washington 98004-5149
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Mail Stop 4561 December 5, 2008 By U.S. Mail and Facsimile to: (425) 646-6199 Joseph M. Schierhorn Executive Vice President, Chief Financial Officer Northrim BanCorp, Inc. 3111 C Street Anchorage, AK 99503 Re: Northrim BanCorp, Inc. Form 10-K for the Fiscal Year Ended December 31, 2007 Filed March 14, 2008 File No. 000-05965 Dear Mr. Schierhorn: We have reviewed your response filed with the Commission on September 11, 2008 and have the following additional comm ents. Where indicated, we think you should revise your document in response to these comme nts in future filings. If you disagree, we will consider your explanation as to why a comment is inapplicable or a revision is unnecessary. Please be as detaile d as necessary in your explanation. In our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure. After reviewi ng this information, we may or may not raise additional comments. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter. Form 10-K for the Fiscal Year Ended December 31, 2007 Item 11. Executive Compensation Compensation Discussion and Analysis, pa ge 7 of Definitive Proxy Statement on Schedule 14A 1. We note your response to our prior comment 7. It is unclear that the disclosure of the performance targets in question woul d result in competitive harm to the company. We therefore reis sue that comment in full. Joseph M. Schierhorn Northrim BanCorp, Inc. December 5, 2008 Page 2 Item 13. Certain Relationsh ips and Related Transactions Interest of Management in Certain Transa ctions, page 30 of Definitive Proxy Statement on Schedule 14A 2. We note your response to our prior comment 10 and we reissue that comment in part. In future filings, please clarify that the loans were on the same terms, including interest rates and collateral, as those available to other persons not related to the lender . Refer to Instruction 4(c) to Item 404(a) of Regulation S-K. Item 15. Exhibits, Financial Statement Schedules 3. We note that the company’s Executive Incentive Plan does not appear in the company’s exhibit list. Please explain how the company concluded that the plan does not constitute a material contract pursuant to Item 601(b)(10)(iii)(A) of Regulation S-K. Response Letter 4. We note the acknowledgments made in th e second to last paragraph of the company’s response letter as submitted by counsel to the company. Please include with the next res ponse letter a statement signed by a representative of the company that includes the acknowledgments. Closing Comments Please respond to these comments within 10 business days or tell us when you will provide us with a response. Please understand that we may have additional comments after reviewing your response to our comments. Please contact Justin Dobbie at (202) 551-3469 or me at (202) 551-3448 with any questions. Sincerely, Jessica Livingston Staff Attorney Joseph M. Schierhorn Northrim BanCorp, Inc. December 5, 2008 Page 3 cc: Sandra Gallagher-Alford Davis Wright Tremaine LLP Suite 2300 777 108th Avenue NE Bellevue, Washington 98004-5149