Attached files
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EX-32.2 - FIRST KEYSTONE CORP | v205791_ex32-2.htm |
EX-32.1 - FIRST KEYSTONE CORP | v205791_ex32-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q/A
Amendment
No. 1
x QUARTERLY
REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the
quarterly period ended June 30, 2010
or
¨ 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: 2-88927
FIRST KEYSTONE
CORPORATION
(Exact
name of registrant as specified in its Charter)
Pennsylvania
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23-2249083
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(State
or other jurisdiction of incorporation or
organization) |
(I.R.S.
Employer Identification Number)
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111
West Front Street Berwick, Pennsylvania
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18603
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(Address
of principal executive offices)
|
(Zip
Code)
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Registrant's
telephone number, including area code: (570) 752-3671
Indicate
by check mark whether the Registrant (1) filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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 x 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 (§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 ¨ 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
definitions of “large accelerated filer,” “accelerated filer,” and “small
reporting company” in Rule 12b-2 of the Exchange
Act. Large
accelerated filer ¨ Accelerated
filer x Non-accelerated
filer ¨ Smaller
reporting company ¨
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act).
Yes ¨ No
x
Indicate
the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practical date:
Common
Stock, $2 Par Value, 5,440,608 shares as of August 5,
2010.
EXPLANATORY
NOTE
We are
filing this Amendment No. 1 to the Quarterly Report on Form 10-Q for the quarter
ended June 30, 2010 (the “Quarterly Report”), which was
filed with the Securities and Exchange Commission on August 9, 2010, to amend
and restate Part I, Item 4, “Controls and Procedures,” to correct the disclosure
previously provided in the Quarterly Report. As required by Rule
12b-15 promulgated under the Exchange Act of 1934, as amended (the “Exchange Act”), new
certifications by our Chief Executive Officer and Chief Financial Officer are
being filed as Exhibits 32.1 and 32.2 of this Amendment No. 1.
This
Amendment No. 1 does not change, amend or alter any other section of the
Quarterly Report not otherwise discussed herein and continues to speak as of the
date of the Quarterly Report. Accordingly, this Amendment No. 1
should be read in conjunction with our other filings made with the Securities
and Exchange Commission subsequent to the filing of the Quarterly
Report.
Part
I
Item
4. Controls and Procedures
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a)
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Evaluation
of Disclosure Controls and Procedures. First Keystone
Corporation maintains disclosure controls and procedures (as defined in
Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended)
designed to ensure that information required to be disclosed in the
reports that the Corporation files or submits under the Securities
Exchange Act of 1934 is recorded, processed, summarized and reported
within the time periods specified in the rules and forms of the Securities
and Exchange Commission. Based upon their evaluation of those
disclosure controls and procedures performed as of the end of the period
covered by this report, the chief executive officer and chief financial
officer of the Corporation concluded that the Corporation's disclosure
controls and procedures were effective. The Corporation
believes that a control system, no matter how well designed and operated,
cannot provide absolute assurance that the objectives of the control
system are met, and no evaluation of controls can provide absolute
assurance that all control issues and instances of fraud, if any, within a
corporation have been detected.
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b)
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Changes
in internal control over financial reporting. The Corporation
made no changes in its internal control over financial reporting or in
other factors that has materially affected, or is reasonably likely to
materially affect, the Corporation’s internal control over financial
reporting during the last fiscal
quarter.
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Part
II
Item
6. Exhibits and Reports on Form 8-K
(a) Exhibits
required by Item 601 Regulation S-K
Exhibit Number Referred to
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Item 601 of Regulation S-K
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Description of Exhibit
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3i
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Articles
of Incorporation, as amended (Incorporated by reference to Exhibit 3(i) to
the Registrant's Report on Form 10-Q for the quarter ended March 31,
2006).
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3ii
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By-Laws,
as amended (Incorporated by reference to Exhibit 3(ii) to the Registrant's
Report on Form 8-K dated February 25, 2009).
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10.1
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Supplemental
Employee Retirement Plan (Incorporated by reference to Exhibit 10 to
Registrant's Report on Form 10-Q for the quarter ended September 31,
2005).
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10.2
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Management
Incentive Compensation Plan. (Incorporated by reference to Exhibit 10.2 to
Registrant’s Report on Form 10-Q for the quarter ended March 31,
2010).
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10.3
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Profit
Sharing Plan (Incorporated by reference to Exhibit 10 to Registrant's
Report on Form 10-Q for the quarter ended September 30,
2006).
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10.4 | First Keystone Corporation 1998 Stock Incentive Plan (Incorporated by reference to Exhibit 10 to Registrant's Report on Form 10-Q for the quarter ended September 30, 2006). | |
31.1
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Rule
13a-14(a)/15d-14(a) Certification of Chief Executive Officer.
(1)
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31.2
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Rule
13a-14(a)/15d-14(a) Certification of Chief Financial Officer.
(1)
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32.1
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Section
1350 Certification of Chief Executive Officer. (2)
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32.2
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Section
1350 Certification of Chief Financial Officer.
(2)
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(1)
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Incorporated
by reference to the corresponding exhibit to the original
filing.
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(2)
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Filed
herewith.
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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
KEYSTONE CORPORATION
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/s/
Matthew P. Prosseda
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Matthew
P. Prosseda
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Chief
Executive Officer
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Date:
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December
16,
2010
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