UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Solera National Bancorp, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
83420T104
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(CUSIP Number)
Greg E. Gordon
Reed Smith LLP
435 Sixth Avenue
Pittsburgh, Pennsylvania 15219
(412) 288-3138
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
There is no Date of Event Requiring this Filing. The Reporting Person is
switching from a Schedule 13G to a Schedule 13D Filer
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
| | .
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
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*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information, which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 83420T104 Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael D. Quagliano
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see Instructions)
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (see Instructions)
PF
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5 CHECK BOX OF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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7 SOLE VOTING POWER
390,144
NUMBER OF -------- -----------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH -------- -----------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
390,144
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
390,144
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see Instructions) |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.28%
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14 TYPE OF REPORTING PERSON (see Instructions)
IN
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CUSIP No. 83420T104 Page 3 of 6 Pages
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EXPLANATORY NOTE
The Schedule 13G filed on September 25, 2007 by Michael D. Quagliano (the
"Reporting Person") relating to the shares of common stock, par value $0.01 per
share (the "Shares"), of Solera National Bancorp, Inc. (the "Issuer"), as
previously amended on January 9, 2008, is hereby amended on this Schedule 13D as
set forth below.
Item 1. Security and Issuer.
This statement relates to the shares of common stock, par value $0.01 per share,
of Solera National Bancorp, Inc. (the "Issuer"). The principal executive office
of the Issuer is located at 319 South Sheridan Boulevard, Lakewood, Colorado
80226.
Item 2. Identity and Background.
This Schedule 13D is being filed by Michael D. Quagliano (the "Reporting
Person"). The Reporting Person's business address is 251 Granada Hill Road,
Edwards, CO 81632. The Reporting Person is a director of the Issuer and was also
elected to the board of directors of the Issuer, a national banking association.
The Reporting Person's principal occupation is in commercial real estate
acquisition, financing and development.
During the last five years, the Reporting Person has not been (a) convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(b) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which such person was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, Federal or State securities laws or finding
any violation with respect of such laws. The Reporting Person is a United States
citizen.
Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Person used personal funds to make all purchases of his Shares.
Part of the purchase price of the Shares purchased by the Reporting Person was
borrowed from The Bankers Bank, NA, Atlanta, Georgia, and is secured by 300,000
Shares. The total funds used in all purchases of Shares (other than Shares
underlying warrants, which have not been purchased yet) was $3,252,695, of which
$766,930 was borrowed from The Bankers Bank.
Item 4. Purpose of Transaction.
The Reporting Person acquired the Shares subject to this Schedule 13D for
investment purposes, in the ordinary course of business, and not with the
purpose or effect of changing or influencing the control or management of the
Issuer and without any agreement with any third party to act together for the
purpose of acquiring, holding, voting or disposing of equity securities of the
Issuer. Subsequent to his purchase of Shares, on December 5, 2008, the Board of
Directors of the Issuer elected the Reporting Person as a member of its
15-person Board of Directors to fill a then-existing vacancy.
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CUSIP No. 83420T104 Page 4 of 6 Pages
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As a director of the Issuer and as part of the Reporting Person's continuing
evaluation of, and preservation of the value of, his investment in the Shares of
the Issuer, the Reporting Person has engaged and may in the future engage in
discussions with and has responded and may in the future respond to inquiries
from, various persons, including, without limitation, the Issuer's Board of
Directors, management, other shareholders of the Issuer and other relevant
parties concerning matters with respect to the Issuer and the Reporting Person's
investment in the Shares, including, without limitation, the business,
operations, governance, management, strategy and future plans of the Issuer.
Specifically in his capacity as a director, and with a view towards maximizing
shareholder value, the Reporting Person has made various recommendations to the
Issuer's Board and management to improve the performance of the Issuer,
including, without limitation, (i) reducing or eliminating certain real estate
leases, (ii) considering appropriate staff reductions and (iii) decreasing
executive compensation.
Except as described herein, the Reporting Person does not have any plans or
proposals which relate to, or could result in, any of the matters referred to in
paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule
13D. The Reporting Person may, at any time and from time to time, review or
reconsider his position and/or change his purpose and/or formulate plans or
proposals with respect thereto. Depending on the Issuer's response to the
Reporting Person's recommendations as a Board member as described above, as well
as other various factors, the Reporting Person may consider proposing a slate of
nominees for election as directors at the Issuer's next annual meeting.
Depending on various factors, including the Issuer's financial position and
strategic direction, the outcome of the matters referenced above, actions taken
by the Board of Directors, the market price of the Shares, other investment
opportunities available to the Reporting Person, conditions in the securities
markets and general economic and industry conditions, the Reporting Person may
in the future take such actions with respect to his investment in the Issuer as
he deems appropriate, including changing his current intentions, with respect to
any or all matters referred to in this Item 4 of Schedule 13D and may, from time
to time, acquire or cause affiliates to acquire additional Shares of the Issuer,
dispose of some or all of his Shares of the Issuer or cause affiliates to
dispose of some or all of their Shares of the Issuer, and/or continue to hold
Shares of the Issuer.
Item 5. Interest in Securities of the Issuer.
As of the date hereof, the Reporting Person is deemed to be the beneficial
owner, within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934,
as amended, of 390,144 Shares, or approximately 15.28% of the Issuer's Shares
outstanding, and also is deemed to have sole power to vote or direct the vote
of, and sole power to dispose or direct the disposition of, such Shares. The
percentage calculated in this statement is based upon an aggregate of 2,553,671
Shares outstanding as of November 10, 2008, as reported by the Issuer in its
quarterly report on Form 10-Q for the quarter ended September 30, 2008 filed
with the Securities and Exchange Commission.
Of the 390,144 Shares beneficially owned by the Reporting Person, 64,547 Shares
currently may be acquired by the Reporting Person at an exercise price of $12.50
per share, pursuant to a warrant to purchase common stock that was acquired by
the Reporting Person in connection with the Issuer's initial public offering.
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CUSIP No. 83420T104 Page 5 of 6 Pages
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There have been no transactions in the securities of the Issuer effected by the
Reporting Person in the last 60 days.
Except as stated within this Item 5, to the knowledge of the Reporting Person,
only the Reporting Person has the right to receive or the power to direct the
receipt of dividends from, or proceeds from the sale of, the Shares reported by
this statement.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Except as otherwise set forth in this Schedule 13D, the Reporting Person does
not have any contract, arrangement, understanding or relationship with any
person with respect to the securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
ExhibitA: Form of Shareholder Warrant Agreement (incorporated herein by
reference to Exhibit 4.3 of the Issuer's Registration Statement on
Form SB-2 filed on October 17, 2006).
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CUSIP No. 83420T104 Page 6 of 6 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Schedule 13D is true, complete
and correct.
Dated: March 13, 2009 /s/ Michael D. Quagliano
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By: Michael D. Quagliano