Attached files
| file | filename |
|---|---|
| EX-31.2 - FIRST M&F CORP/MS | v167435_ex31-2.htm |
| EX-31.1 - FIRST M&F CORP/MS | v167435_ex31-1.htm |
| EX-32.2 - FIRST M&F CORP/MS | v167435_ex32-2.htm |
| EX-32.1 - FIRST M&F CORP/MS | v167435_ex32-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM
10-K/A
(AMENDMENT
NO. 1)
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x
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ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF
|
|
THE
SECURITIES EXCHANGE ACT OF
1934
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For the
fiscal year ended December 31, 2008
or
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¨
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(D) OF
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|
THE
SECURITIES EXCHANGE ACT OF
1934
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For the
transition period from __________ to __________
Commission
File Number 000-09424
FIRST M&F
CORPORATION
(Exact
name of registrant as specified in its charter)
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MISSISSIPPI
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64-0636653
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(State
or other jurisdiction of
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(I.R.S.
Employer Identification Number)
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Incorporation
or organization)
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|
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134 West Washington Street, Kosciusko,
Mississippi
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39090
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: 662-289-5121
Securities
registered under Section 12(b) of the Act:
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Common Stock, $5 par value
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The NASDAQ Stock Market
LLC
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(Title
of Each Class)
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(Name
of Each Exchange on Which
Registered)
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Securities
registered pursuant to section 12(g) of the Act:
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None
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None
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(Title
of Each Class)
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(Name
of Each Exchange on Which
Registered)
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Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. ¨
Yes x
No
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. ¨
Yes x
No
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 such shorter periods that the
Registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days. x
Yes ¨
No
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K 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. ¨
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer.
|
Large
accelerated filer ¨
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Accelerated
filer x
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Non-accelerated
filer ¨
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Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act). ¨
Yes x
No
Based on
closing sale price for shares on June 30, 2008, the aggregate market value of
the voting stock held by non-affiliates of the
Registrant was $85,662,246.
Indicate
the number of shares outstanding of each of the Registrant’s classes of common
stock, as of the latest practicable date.
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Common stock, $5 par value
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9,063,346 Shares
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Title
of Class
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Shares
Outstanding at January 31,
2009
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DOCUMENTS
INCORPORATED BY REFERENCE
Portions
of the Proxy Statement dated March 13, 2009, are incorporated by reference into
Part III of the Form 10-K report.
FIRST
M&F CORPORATION AND SUBSIDIARY
CROSS
REFERENCE INDEX
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Page
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Signatures
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3
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PART
IV
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Item
15
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Exhibits
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EXPLANATORY
NOTE
This Amendment to our Form 10-K for the
fiscal year ended December 31, 2008 amends the signature page to the Form 10-K
to include the signature of our principal accounting officer, Robert C.
Thompson, III, Vice President – Accounting Policy and Financial Reporting.
Except as described above, the remainder of the Form 10-K is unchanged and does
not reflect events occurring after the original filing of the Form 10-K with the
Securities and Exchange Commission on March 11, 2009.
2
FIRST
M&F CORPORATION AND SUBSIDIARY
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.
FIRST M
& F CORPORATION
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BY:
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/s/
Hugh S. Potts, Jr.
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BY:
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/s/
John G. Copeland
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Hugh
S. Potts, Jr.
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John
G. Copeland
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Chairman
of the Board and
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EVP
& Chief Financial Officer
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Chief
Executive Officer
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Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated:
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/s/
Robert C. Thompson, III
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DATE: November
23, 2009
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Robert
C. Thompson, III,
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Vice
President – Accounting Policy & Financial Reporting
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(Principal
Accounting Officer)
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/s/
Hugh S. Potts, Jr.
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DATE: March
11, 2009
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Hugh
S. Potts, Jr., Director
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/s/
Scott M. Wiggers
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DATE: March
11, 2009
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Scott
M. Wiggers, Director
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/s/
Hollis C. Cheek
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DATE: March
11, 2009
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Hollis
C. Cheek, Director
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/s/
Jon A. Crocker
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DATE: March
11, 2009
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Jon
A. Crocker, Director
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/s/
Toxey Hall, III
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DATE: March
11, 2009
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Toxey
Hall, III, Director
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/s/
J. Marlin Ivey
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DATE: March
11, 2009
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J.
Marlin Ivey, Director
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/s/
John Clark Love, III
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DATE: March
11, 2009
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John
Clark Love, III, Director
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/s/
Susan P. McCaffery
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DATE: March
11, 2009
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Susan
P. McCaffery, Director
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/s/
Michael L. Nelson
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DATE: March
11, 2009
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Michael
L. Nelson, Director
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/s/
Otho E. Pettit, Jr.
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DATE: March
11, 2009
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Otho
E. Pettit, Jr., Director
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/s/
Samuel B. Potts
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DATE: March
11, 2009
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Samuel
B. Potts, Director
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/s/
Charles W. Ritter, Jr.
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DATE: March
11, 2009
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Charles
W. Ritter, Jr., Director
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/s/
L. F. Sams, Jr.
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DATE: March
11, 2009
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L.
F. Sams, Jr., Director
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3
FIRST
M&F CORPORATION AND SUBSIDIARY
Signatures:
(Continued)
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/s/
Michael W. Sanders
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DATE: March
11, 2009
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Michael
W. Sanders, Director
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/s/
Larry Terrell
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DATE: March
11, 2009
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Larry
Terrell, Director
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/s/
James I. Tims
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DATE: March
11, 2009
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James
I. Tims, Director
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EXHIBIT
INDEX
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31
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Rule
13a-14(a) Certification of Hugh S. Potts, Jr., Chief Executive Officer and
Rule 13a-14(a) Certification of John G. Copeland, Chief Financial
Officer
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32
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Section
1350 Certification of Hugh S. Potts, Jr., Chief Executive Officer and
Section 1350 Certification of John G. Copeland, Chief Financial
Officer
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4
FIRST
M&F CORPORATION AND SUBSIDIARY
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.
FIRST M
& F CORPORATION
Date :
November 23, 2009
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BY:
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/s/
John G. Copeland
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John
G. Copeland
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EVP
& Chief Financial
Officer
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5