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EX-31.2 - EX-31.2 - PRINCETON NATIONAL BANCORP INCk49952exv31w2.htm
EX-31.1 - EX-31.1 - PRINCETON NATIONAL BANCORP INCk49952exv31w1.htm
Table of Contents

 
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2009
Commission File Number 0-20050
PRINCETON NATIONAL BANCORP, INC.
(Exact name of registrant as specified in its charter)
     
Delaware   36-32110283
     
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer
Identification No.)
     
606 South Main Street
Princeton, Illinois
  61356-2080
     
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code: (815) 875-4444
Securities registered pursuant to Section 12(b) of the Act:
     
Title of each class   Name of each
exchange on
which registered
     
Common Stock
Preferred Share
Purchase Rights
  The Nasdaq
Stock Market
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known season 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 Sections 13 or 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 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 (Section 232.405 of this chapter) during the preceding twelve 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 o 
Non-accelerated filer þ
(do not check if a smaller reporting company)
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
     At March 22, 2010, 3,306,369 shares of Common Stock, $5.00 Par Value, were outstanding, and the aggregate market value of the common stock (based upon the closing representative bid price of the common stock on June 30, 2009 of $14.60, the last business day of the Registrant’s most recently completed second quarter, as reported by NASDAQ) held by nonaffiliates was approximately $48,272,987.
     Determination of stock ownership by nonaffiliates was made solely for the purpose of responding to this requirement and the registrant is not bound by this determination for any other purpose.
     Portions of the following documents are incorporated by reference:
     2010 Notice and Proxy Statement for the Annual Meeting of Stockholders April 27, 2010 (the “Proxy Statement”) — Part III and portions of the Corporation’s 2009 Annual Report (the “Annual Report”) — Part II
 
 


 

TABLE OF CONTENTS
         
       
       
       
       
       
       
Exhibit 31.1
       
Exhibit 31.2
       
 EX-31.1
 EX-31.2

 


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Explanatory Note
     Princeton National Bancorp, Inc., a Delaware corporation (“Princeton”), is filing this Amendment No. 1 to its Form 10-K for the fiscal year ended December 31, 2009, which was originally filed with the Securities and Exchange Commission on March 29, 2010, in order to include the dates corresponding to the directors’ signatures which appeared on the signature page to the original Form 10-K. These dates were inadvertently omitted in the original Form 10-K.
     Except as described above, Amendment No. 1 does not amend any other item of the Form 10-K and does not modify or update in any way the disclosures contained in the original Form 10-K.
     New certifications of our principal executive officer and principal financial officer are included as exhibits to this Amendment No. 1 to Form 10-K.

 


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SIGNATURES
     Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registration has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
         
  PRINCETON NATIONAL BANCORP, INC.
 
 
  By.   /s/ Thomas D. Ogaard    
    Thomas D. Ogaard, President and
Chief Executive Officer 
 
  Date: March 25, 2010 
     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.
         
Signature   Title   Date
 
       
/s/ Thomas D. Ogaard
  President & Chief Executive Officer & Director   March 25, 2010
 
Thomas D. Ogaard
  (Principal Executive Officer)    
 
       
/s/ Todd D. Fanning
  Executive Vice-President & Chief Financial Officer & Director   March 25, 2010
 
Todd D. Fanning
  (Principal Accounting and Financial Officer)    
 
       
/s/ Craig O. Wesner
  Chairman of the Board    
 
Craig O. Wesner
       
 
       
/s/ Daryl Becker
  Director   March 25, 2010
 
Daryl Becker
       
 
       
s/ Gretta E. Bieber
  Director    
 
Gretta E. Bieber
       
 
       
/s/ Gary C. Bruce
  Director   March 25, 2010
 
Gary C. Bruce
       
 
       
/s/ Sharon L. Covert
  Director   March 25, 2010
 
Sharon L. Covert
       
 
       
/s/ John R. Ernat
  Director    
 
John R. Ernat
       
 
       
s/ Donald E. Grubb
  Director   March 25, 2010
 
Donald E. Grubb
       
 
       
/s/ Mark Janko
  Director    
 
Mark Janko
       
 
       
/s/ Willard Lee
  Director    
 
Willard Lee
       
 
       
/s/ Ervin I. Pietsch
  Director    
 
Ervin I. Pietsch
       
 
       
/s/ Stephen W. Samet
  Director   March 25, 2010
 
Stephen W. Samet
       

 


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PART IV
Item 15. Exhibits and Financial Statement Schedules
(a)(3) The exhibits filed herewith are listed on the Exhibit Index filed as part of this report on Form 10-K/A.

 


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SIGNATURES
     Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registration has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
         
  PRINCETON NATIONAL BANCORP, INC.
 
 
  By:   /s/ Thomas D. Ogaard    
    Thomas D. Ogaard, President and
Chief Executive Officer 
 
  Date: January 12, 2011 

 


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INDEX TO EXHIBITS
     
Exhibit    
Number   Exhibit
 
   
31.1
  Certification of Thomas D. Ogaard required by Rule 13a-14(a).
 
   
31.2
  Certification of Todd D. Fanning required by Rule 13a-14(a).