Attached files
file | filename |
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EX-32 - SECTION 1350 CERTIFICATIONS - OHIO VALLEY BANC CORP | exhibit32amend_2009.htm |
EX-31.2 - CERTIFICATION - PRINCIPAL FINANCIAL OFFICER - OHIO VALLEY BANC CORP | exhibit31-2amend_2009.htm |
EX-31.1 - CERTIFICATION - PRINCIPAL EXECUTIVE OFFICER - OHIO VALLEY BANC CORP | exhibit31-1amend_2009.htm |
EX-13 - 2009 ANNUAL REPORT TO SHAREHOLDERS - AMENDED - OHIO VALLEY BANC CORP | exhibit13amend_2009annualrep.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K/A
x ANNUAL REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the fiscal year ended December 31, 2009
OR
o TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For
the transition period from ____________ to ____________
Commission
file number 0-20914
OHIO
VALLEY BANC CORP.
(Exact
Name of Small Business Issuer as Specified in its Charter)
Ohio
|
31-1359191
|
(State
of incorporation)
|
(I.R.S.
Employer Identification No.)
|
420
Third Avenue
|
|
Gallipolis,
Ohio
|
45631
|
(Address
of principal executive offices)
|
(ZIP
Code)
|
(740)
446-2631
(Registrant’s
telephone number, including area code)
Securities
registered pursuant to Section 12(b) of the Act:
Title
of Each Class
|
Name
of Each Exchange on Which Registered
|
|
Common
Shares, Without Par Value
|
The
NASDAQ Stock Market LLC
|
|
(The
NASDAQ Global Market)
|
Securities
registered pursuant to Section 12(g) of the Act:
None
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.
YES ¨ NO
þ
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
o NO
þ
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 period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
YES þ NO
¨
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate web site, if any, every Interactive Data file required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit
and post such files).
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.
YES þ NO
¨
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting
company. See the definitions of “large accelerated filer”,
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act. (Check one):
Large
accelerated filer o
|
Accelerated
filer þ
|
||
Non-accelerated
filer o
|
Smaller
reporting company o
|
||
(Do
not check if a smaller reporting company)
|
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
YES o NO
x
Based
on the closing sales price of $29.34 per share on June 30, 2009, the aggregate
market value of the issuer’s shares held by non-affiliates on such date was
$110,026,379. For this purpose, shares held by non-affiliates are all
outstanding shares except those held by the directors and executive officers of
the issuer and those held by The Ohio Valley Bank Company as trustee with
respect to which The Ohio Valley Bank Company has sole or shared voting or
dispositive power.
The
number of common shares of the registrant outstanding as of March 12, 2010 was
3,984,009.
Documents
Incorporated By Reference:
(1)
|
Portions
of the 2009 Annual Report to Shareholders of Ohio Valley Banc Corp.
(Exhibit 13) are incorporated by reference into Part I, Item 1 and Part
II, Items 5, 6, 7, 7A and 8.
|
(2)
|
Portions
of the Proxy Statement for the Annual Meeting of Shareholders to be held
May 12, 2010 are incorporated by reference into Part III, Items 10, 11,
12, 13 and 14.
|
EXPLANATION
This
Annual Report on Form 10-K for the fiscal year ended December 31, 2009 (the
“Form 10-K”), is being amended solely to correct errors in the years of headings
in the Consolidated Statements of Condition on page 2 and in Note H – Other
Borrowed Funds on page 17 of the Annual Report to Shareholders attached as
Exhibit 13 to the Form 10-K. No other revisions are being made to the
Form 10-K. This Form 10-K/A speaks as of the original filing date of
the Form 10-K (March 16, 2010) and does not reflect events that may have
occurred subsequent to the original filing
date.
2
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, Ohio Valley has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
OHIO
VALLEY BANC CORP.
|
|||
Date:
|
April
20, 2010
|
By:
|
/s/ Jeffrey
E. Smith
|
Jeffrey
E. Smith
|
|||
|
Chairman
and Chief Executive Officer
|
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below on April 20, 2010 by the following persons on behalf of Ohio Valley
and in the capacities indicated.
Name
|
Capacity
|
|
/s/Jeffrey
E. Smith
|
Chairman,
Chief Executive Officer
|
|
Jeffrey
E. Smith
|
and
Director (principal executive officer)
|
|
/s/Scott
W. Shockey
|
Vice
President and Chief Financial
|
|
Scott
W. Shockey
|
Officer
(principal financial officer and principal accounting
officer)
|
|
/s/Lannes
C. Williamson
|
Director
|
|
Lannes
C. Williamson
|
||
/s/Anna
P. Barnitz
|
Director
|
|
Anna
P. Barnitz
|
||
/s/David
W. Thomas
|
Director
|
|
David
W. Thomas
|
||
|
Director
|
|
Brent
A. Saunders
|
||
/s/Steven
B. Chapman
|
Director
|
|
Steven
B. Chapman
|
||
/s/Thomas
E. Wiseman
|
Director
|
|
Thomas
E. Wiseman
|
||
/s/Harold
A. Howe
|
Director
|
|
Harold
A. Howe
|
||
|
Director
|
|
Robert
E. Daniel
|
||
/s/Roger
D. Williams
|
Director
|
|
Roger
D. Williams
|
3
EXHIBIT
INDEX
The
following exhibits are included in this Form 10-K or are incorporated by
reference as noted in the following table:
Exhibit
Number
|
Exhibit Description
|
|
3(a)
|
Amended
Articles of Incorporation of Ohio Valley (reflects amendments through
April 7, 1999) [for SEC reporting compliance only - - not filed with the
Ohio Secretary of State]. Incorporated herein by reference
to Exhibit 3(a) to Ohio Valley’s Annual Report on Form 10-K for
fiscal year ended December 31, 2007 (SEC File No.
0-20914).
|
|
3(b)
|
Code
of Regulations of Ohio Valley: Incorporated herein byreference to Exhibit
3(b) to Ohio Valley’s current report on Form 8-K (SEC File No. 0-20914)
filed November 6, 1992.
|
|
4
|
Agreement
to furnish instruments and agreements defining rights of holders of
long-term debt: Incorporated
herein by reference to Exhibit 4 to Ohio Valley’s Annual Report on Form
10-K for fiscal year ended December 31, 2009 (SEC File No.
0-20914).
|
|
10.1
|
The
Ohio Valley Bank Company Executive Group Life Split Dollar Plan agreement,
dated April 29, 2003, between Jeffrey E. Smith and The Ohio Valley Bank
Company: Incorporated herein by reference to Exhibit 10.1 to
Ohio Valley’s Annual Report on Form 10-K for fiscal year ending December
31, 2006 (SEC File No. 0-20914).
|
|
10.2
|
Schedule
A to Exhibit 10.1 identifying other identical Executive Group Life Split
Dollar agreements between The Ohio Valley Bank Company and certain
executive officers of Ohio Valley Banc Corp.: Incorporated
herein by reference to Exhibit 10.2 to Ohio Valley’s Annual Report on Form
10-K for fiscal year ended December 31, 2009 (SEC File No.
0-20914).
|
|
10.3
|
The
Ohio Valley Bank Company Director Retirement agreement, dated December 28,
2007, between Jeffrey E. Smith and The Ohio Valley Bank
Company: Incorporated herein by reference to Exhibit 10.3 to
Ohio Valley’s Annual Report on Form 10-K for fiscal year ending December
31, 2007 (SEC File No. 0-20914).
|
|
10.4
|
Schedule
A to Exhibit 10.3 identifying other identical Director Retirement
agreements between The Ohio Valley Bank Company and directors of Ohio
Valley Banc Corp.: Incorporated
herein by reference to Exhibit 10.4 to Ohio Valley’s Annual Report on Form
10-K for fiscal year ended December 31, 2009 (SEC File No.
0-20914).
|
|
10.5
|
The
Ohio Valley Bank Company Salary Continuation agreement, dated December 28,
2007, between Jeffrey E. Smith and The Ohio Valley Bank
Company: Incorporated herein by reference to Exhibit 10.5
to Ohio Valley’s Annual Report on Form 10-K for fiscal year ending
December 31, 2007 (SEC File No.
0-20914).
|
4
Exhibit
Number
|
Exhibit
Description
|
|
10.6(a)
|
The
Ohio Valley Bank Company Director Deferred Fee agreement, dated December
28, 2007, between Anna P. Barnitz and The Ohio Valley Bank
Company: Incorporated herein by reference to Exhibit 10.6(a) to
Ohio Valley’s Annual Report on Form 10-K for fiscal year ending December
31, 2007 (SEC File No. 0-20914).
|
|
10.6(b)
|
The
Ohio Valley Bank Company Executive Deferred Compensation agreement, dated
December 28, 2007, between Jeffrey E. Smith and The Ohio Valley Bank
Company: Incorporated herein by reference to Exhibit 10.6(b) to
Ohio Valley’s Annual Report on Form 10-K for fiscal year ending December
31, 2007 (SEC File No. 0-20914).
|
|
10.7(a)
|
Schedule
A to Exhibit 10.6(a) identifying other identical Director Deferred Fee
agreements between The Ohio Valley Bank Company and directors of Ohio
Valley Banc Corp.: Incorporated
herein by reference to Exhibit 10.7(a) to Ohio Valley’s Annual Report on
Form 10-K for fiscal year ended December 31, 2009 (SEC File No.
0-20914).
|
|
10.7(b)
|
Schedule
A to Exhibit 10.6(b) identifying other identical Executive Deferred
Compensation agreements between The Ohio Valley Bank Company and executive
officers of Ohio Valley Banc Corp.: Incorporated herein by
reference to Exhibit 10.7(b) to Ohio Valley’s Annual Report on Form 10-K
for fiscal year ending December 31, 2007 (SEC File No.
0-20914).
|
|
10.8
|
Summary
of Compensation for Directors and Named Executive Officers of Ohio Valley
Banc Corp.: Incorporated
herein by reference to Exhibit 10.8 to Ohio Valley’s Annual Report on Form
10-K for fiscal year ended December 31, 2009 (SEC File No.
0-20914).
|
|
10.9
|
Summary
of Bonus Program of Ohio Valley Banc Corp.: Incorporated
herein by reference to Exhibit 10.9 to Ohio Valley’s Annual Report on Form
10-K for fiscal year ended December 31, 2009 (SEC File No.
0-20914).
|
|
11
|
Statement
regarding computation of per share earnings (included in Note A of the
Notes to the Consolidated Financial Statements of this Annual Report on
Form 10-K.)
|
|
13
|
Ohio
Valley’s Annual Report to Shareholders for the fiscal year ended December
31, 2009: Filed herewith. (Not deemed filed except
for portions thereof specifically incorporated by reference into this
Annual Report on Form 10-K.)
|
|
20
|
Proxy
Statement for 2010 Annual Meeting of Shareholders: Incorporated
herein by reference to the registrant’s definitive proxy statement for the
2010 Annual Meeting of Shareholders to be
filed.
|
5
Exhibit
Number
|
Exhibit
Description
|
|
21
|
Subsidiaries
of Ohio Valley: Incorporated
herein by reference to Exhibit 21 to Ohio Valley’s Annual Report on Form
10-K for fiscal year ended December 31, 2009 (SEC File No.
0-20914).
|
|
23
|
Consent
of Crowe Horwath, LLP.: Incorporated
herein by reference to Exhibit 23 to Ohio Valley’s Annual Report on Form
10-K for fiscal year ended December 31, 2009 (SEC File No.
0-20914).
|
|
31.1
|
Rule
13a-14(a)/15d-14(a) Certification (Principal Executive
Officer): Filed herewith.
|
|
31.2
|
Rule
13a-14(a)/15d-14(a) Certification (Principal Financial
Officer): Filed herewith.
|
|
32
|
Section 1350
Certifications (Principal Executive Officer and Principal Accounting
Officer): Filed herewith.
|
6