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EX-32 - EXHIBIT 32 - FIRST NIAGARA FINANCIAL GROUP INCc06009exv32.htm
EX-23 - EXHIBIT 23 - FIRST NIAGARA FINANCIAL GROUP INCc06009exv23.htm
EX-31.1 - EXHIBIT 31.1 - FIRST NIAGARA FINANCIAL GROUP INCc06009exv31w1.htm
EX-31.2 - EXHIBIT 31.2 - FIRST NIAGARA FINANCIAL GROUP INCc06009exv31w2.htm
Table of Contents

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-K/A
(Amendment No. 1)
 
     
þ   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 No. 000-23975
 
FIRST NIAGARA FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
 
     
Delaware   42-1556195
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification Number)
     
726 Exchange Street, Suite 618, Buffalo, NY   14210
(Address of Principal Executive Offices)   (Zip Code)
(716) 819-5500
(Registrant’s telephone number)
Securities Registered Pursuant to Section 12(b) of the Act:
     
Common Stock, par value $0.01 per share   The NASDAQ Stock Market LLC
     
(Title of Class)   (Name of Exchange on which Registered)
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 þ NO o
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 twelve months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such requirements for the past 90 days. YES þ 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 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 or a non-accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
             
Large accelerated filer þ   Accelerated filer o   Non-accelerated filer o   Smaller reporting company o
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES o NO þ
As of February 22, 2010, there were issued and outstanding 188,515,378 shares of the Registrant’s Common Stock. The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant, computed by reference to the last sale price on June 30, 2009, as reported by The NASDAQ Stock Market LLC, was approximately $1,690,881,892.
 
 

 

 


TABLE OF CONTENTS

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
SIGNATURES
Exhibit 23
Exhibit 31.1
Exhibit 31.2
Exhibit 32


Table of Contents

DOCUMENTS INCORPORATED
BY REFERENCE
The following documents, in whole or in part, are specifically incorporated by reference in the indicated part of our Proxy Statement:
     
Document   Part
Proxy Statement for the 2010 Annual Meeting of Stockholders
  Part III, Item 10
“Directors, Executive Officers and Corporate Governance”
 
   
 
  Part III, Item 11
“Executive Compensation”
 
   
 
  Part III, Item 12
“Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters”
 
   
 
  Part III, Item 13
“Certain Relationships and Related Transactions, and Director Independence”
 
   
 
  Part III, Item 14
“Principal Accountant Fees and Services”
Explanatory Note
This Amendment No. 1 on Form 10-K/A is made to include information required by Item 404(a) of Regulation S-K for loans or extensions of credit in excess of $120,000 to executive officers and directors.
Pursuant to Rule 12b-15 under the Securities and Exchange Act of 1934, as amended, this Amendment amends the Original Filing and contains new certifications pursuant to Section 302 and 906 of the Sarbanes-Oxley Act of 2002. This Amendment continues to speak as of the date of the original filing, and First Niagara Financial Group, Inc. has not updated the disclosure contained therein to reflect events that have occurred since the filing of the Original Filing. Accordingly, this Amendment should be read in conjunction with First Niagara Financial Group, Inc’s. other filings made with the United States Securities Exchange Commission subsequent to the filing of the Original Filing, including any amendments to those filings.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Information regarding certain relationships and related transactions, and director independence in the Proxy Statement for the 2010 Annual Meeting of Stockholders is incorporated herein by reference, as supplemented by the following information.

 

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The schedule below sets forth the information required by subparagraphs (1) through (6) of Item 404(a) with respect to the loans or extensions of credit in excess of $120,000 to executive officers and directors. With the exception of mortgage loans, all other credit extended to employees and directors is made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to us. Because mortgage loans are the only loans that we extend to executive officers, directors and employees on terms that are not substantially the same as those prevailing for comparable loans where the person is not related to us, the table below includes information only with respect to mortgage loans. All of our directors and employees, including executive officers, are eligible to receive a 1% interest rate discount on residential mortgage loans for home purchases and a 0.5% interest rate discount on refinanced residential mortgage loans. One mortgage loan was extended to an executive officer during 2009 which amounted to $275,000.
                                                                 
            Credit     Maximum     Principal     Amount     Interest     Interest        
            extended     indebtedness     repaid     outstanding     paid     incurred     Interest  
Related person   Relationship     during 2009     during 2009(1)     during 2009     12/31/09     during 2009     during 2009     rate  
Bowers, G. Thomas
  Director   $     $ 737,079     $ 16,026     $ 721,053     $ 38,191     $ 38,191       5.250 %
Cantara, Daniel
  Executive officer           305,039       19,693       285,346       12,162       12,162       4.125 %
Harrington, Michael
  Executive officer           223,918       5,425       218,493       9,689       9,689       4.375 %
Koelmel, John R.
  Executive officer & director             577,450       12,859       564,591       29,200       29,200       5.125 %
Little, J. Lanier
  Executive officer     275,000       275,000       2,397       272,603       6,213       6,213       4.000 %
Polino, Frank
  Executive officer           269,874       4,570       265,304       13,725       13,725       5.125 %
 
                                               
Total
          $ 275,000     $ 2,388,360     $ 60,970     $ 2,327,390     $ 109,180     $ 109,180          
 
                                               
     
(1)   All loans are residential mortgage loans secured by a first mortgage on a residential property
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(b) Exhibits
The exhibits listed below are filed herewith or are incorporated by reference to other filings.
     
Exhibit Index to Form 10-K/A
   
 
Exhibit 23  
Consent of Independent Registered Public Accounting Firm
   
 
Exhibit 31.1  
Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
   
 
Exhibit 31.2  
Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
   
 
Exhibit 32  
Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

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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 NIAGARA FINANCIAL GROUP, INC.
 
 
Date: September 15, 2010  By:   /s/ John R. Koelmel    
    John R. Koelmel   
    President and Chief Executive Officer
(Principal Executive Officer) 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
         
Signatures   Title   Date
 
       
/s/ John R. Koelmel
 
John R. Koelmel
  Director, President & CEO
(Principal Executive Officer)
  September 15, 2010
 
       
/s/ Michael W. Harrington
 
Michael W. Harrington
  Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
  September 15, 2010

 

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