Attached files
| file | filename |
|---|---|
| EX-31.1 - EX-31.1 - FAUQUIER BANKSHARES, INC. | w78212exv31w1.htm |
| EX-31.2 - EX-31.2 - FAUQUIER BANKSHARES, INC. | w78212exv31w2.htm |
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, DC 20549
Form 10-K/A
Washington, DC 20549
Form 10-K/A
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(Mark One)
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þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| For the fiscal year ended December 31, 2009 | ||
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or
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| For the transition period from to | ||
Commission File No.:
000-25805
Fauquier Bankshares,
Inc.
(Exact name of registrant as
specified in its charter)
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Virginia
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54-1288193 | |
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(State or other jurisdiction
of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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10 Courthouse Square, Warrenton, Virginia (Address of principal executive offices) |
20186 (Zip Code) |
(540) 347-2700
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the
Act:
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock, par value $3.13 per share
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The NASDAQ Stock Market LLC (NASDAQ Capital 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 o 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
Exchange
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 o No o
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Website, if any,
every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of
Regulation S-T
(§ 232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant
was required to submit and post such
files). Yes o No o
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. o
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 if the registrant is a shell company (as
defined in
Rule 12b-2
of the Exchange
Act.) Yes o No þ
The aggregate market value of the registrant’s common
shares held by “non-affiliates” of the registrant,
based upon the closing sale price of its common stock on the
NASDAQ Capital Market on June 30, 2009, was
$48.9 million. Shares held by each executive officer,
director and holder of 10% or more of the registrant’s
outstanding common stock have been excluded as shares held by
affiliates. Such determination of affiliate status is not a
conclusive determination for other purposes.
The registrant had 3,620,544 shares of common stock outstanding
as of March 31, 2010.
DOCUMENTS
INCORPORATED BY REFERENCE
Portions of the definitive proxy statement for the 2009
Annual Meeting of Shareholders to be held on May 18, 2010
are incorporated by reference into Part III of this
Form 10-K.
Explanatory Note
Subsequent to the filing of the December 31, 2009 10-K the Company became aware of an inadvertent
omission in the certifications of the CEO and CFO in exhibits 31.1 and 31.2, respectively.
Specifically, the reference to internal control in item 4 was not included in the original filing.
PART IV
Item 15. Exhibits
| Exhibit Number | ||
(31.1)
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Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
(31.2)
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Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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.
FAUQUIER BANKSHARES, INC.
(Registrant)
(Registrant)
/s/ Randy K. Ferrell
Randy K. Ferrell
President & Chief Executive Officer
Dated: April 27, 2010
Randy K. Ferrell
President & Chief Executive Officer
Dated: April 27, 2010
/s/ Eric P. Graap
Eric P. Graap
Executive Vice President & Chief Financial Officer
Dated: April 27, 2010
Eric P. Graap
Executive Vice President & Chief Financial Officer
Dated: April 27, 2010