Attached files
| file | filename |
|---|---|
| EX-31.2 - EXHIBIT 31.2 - CIVISTA BANCSHARES, INC. | c15295exv31w2.htm |
| EX-31.1 - EXHIBIT 31.1 - CIVISTA BANCSHARES, INC. | c15295exv31w1.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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, 2010
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 - 25980
First Citizens Banc Corp
(Exact name of registrant as specified in its charter)
| Ohio | 34-1558688 | |
| State or other jurisdiction of | (IRS Employer | |
| incorporation or organization | Identification No.) | |
| 100 East Water Street, Sandusky, Ohio | 44870 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (419) 625 - 4121
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Name of each exchange on which registered | |
| Common shares, no par value | 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 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 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 o No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K
(Section 229.405 of this chapter) 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 o | Smaller reporting company þ | |||
| (Do not check if smaller reporting company) |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Act).
Yes o No þ
The aggregate market value of the voting and non-voting common equity stock held by non-affiliates
of the registrant based upon the closing market price as of June 30, 2010 was $29,951,164. For
this purpose, shares held by non-affiliates include all outstanding shares except those held by the
directors and executive officers of the registrant.
As of February 28, 2011, there were 7,707,917 common shares, no par value, of the registrant issued
and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s Annual Report to Shareholders for the fiscal year ended December 31,
2010 (the “2010 Annual Report”) are incorporated by reference into Parts I and II of this Form
10-K. Portions of the registrant’s Proxy Statement for the registrant’s 2011 Annual Meeting of
Shareholders to be held on April 19, 2011 (the “2011 Proxy Statement”) are incorporated by
reference into Part III of this Form 10-K.
TABLE OF CONTENTS
| Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | ||||||||
| Exhibits | ||||||||
| SIGNATURES | ||||||||
| Exhibit 31.1 | ||||||||
| Exhibit 31.2 | ||||||||
Table of Contents
Explanatory Note
We are filing this Amendment No. 1 on Form 10-K/A to amend our Annual Report on Form 10-K for the
fiscal year ended December 31, 2010, as filed with the Securities and Exchange Commission on March
16, 2011 (the “Original Form 10-K”). The purpose of this Amendment No. 1 is to revise Part III,
Item 12 (“Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters”) of the Original Form 10-K to disclose information inadvertently omitted from the Original
Form 10-K with respect to a person who beneficially owns more than 5% of our outstanding common
shares. As required by Rule 12b-15 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), the complete text of Part III, Item 12 has been set forth in this Amendment No. 1,
including those portions that have not been modified from the Original Form 10-K. The information
required by Item 12 was incorporated by reference into the Original Form 10-K from our definitive
Proxy Statement filed pursuant to Regulation 14A of the Exchange Act for our 2011 Annual Meeting of
Stockholders, as filed with the Securities and Exchange Commission on March 16, 2011. In addition,
as required by Rule 12b-15, this Amendment No. 1 contains new certifications by our Principal
Executive Officer and Principal Financial Officer, filed as exhibits hereto.
Except as set forth above, we have not modified or updated disclosures presented in the Original
Form 10-K to reflect events or developments that have occurred after the date of the Original Form
10-K. Among other things, forward-looking statements made in the Original Form 10-K have not been
revised to reflect events, results, or developments that have occurred or facts that have become
known to us after the date of the Original Form 10-K (other than as discussed above), and such
forward-looking statements should be read in their historical context. Accordingly, this Amendment
No. 1 should be read in conjunction with our filings made with the Securities and Exchange
Commission subsequent to the filing of the Original Form 10-K.
2
Table of Contents
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.
Beneficial Ownership of Common Shares
To the Corporation’s knowledge, except as noted below, no person or entity owns beneficially,
directly or indirectly, five percent (5%) or more of the Corporation’s common stock as of December
31, 2010:
| Name and Address of | Amount and Nature of | Percent | ||||||
| Beneficial Owner | Beneficial Ownership | of Class | ||||||
George L. Mylander 155 Sunset Drive Sandusky, Ohio |
403,183 shares | 5.23 | % | |||||
The following table sets forth information regarding the beneficial ownership of the Corporation’s
common shares, as of February 22, 2011, for each of the current directors of the Corporation, each
of the named executive officers of the Corporation for the fiscal year ended December 31, 2010, and
all directors and executive officers of the Corporation as a group.
| Name of Beneficial | ||||||||
| Owner of Number of | Amount and Nature of | |||||||
| Persons in Group (1) | Beneficial Ownership | Percent of Class (2) | ||||||
John O. Bacon (3) |
10,055 | * | ||||||
Laurence A. Bettcher (4) |
45,100 | * | ||||||
Barry W. Boerger (5) |
10,073 | * | ||||||
Thomas A. Depler (6) |
22,090 | * | ||||||
Blythe A. Friedley (7) |
86,650 | 1.12 | % | |||||
James D. Heckelman (8) |
24,128 | * | ||||||
Allen R. Maurice (9) |
58,931 | * | ||||||
James O. Miller (10) |
16,820 | * | ||||||
Margaret A. Murray (11) |
182,022 | 2.36 | % | |||||
W. Patrick Murray (12) |
172,234 | 2.23 | % | |||||
Allen R. Nickles (13) |
12,125 | * | ||||||
John P. Pheiffer (14) |
92,350 | 1.20 | % | |||||
J. William Springer (15) |
100 | * | ||||||
David A. Voight (16) |
11,795 | * | ||||||
Richard A. Weidrick (17) |
234 | * | ||||||
Daniel J. White (18) |
1,411 | * | ||||||
Gerald B. Wurm (19) |
27,583 | * | ||||||
Richard J. Dutton |
500 | * | ||||||
Todd A. Michel (20) |
6,422 | * | ||||||
James E. McGookey (21) |
1,085 | * | ||||||
Charles C. Riesterer (22) |
6,510 | * | ||||||
All current executive officers and directors as a group (21 persons) (23) |
788,218 | 10.22 | % | |||||
| (1) | Unless otherwise indicated, each executive officer or Director has voting and investment
power with respect to all of the common shares reflected in the table for such executive
officer or Director. The mailing address of each of the executive officers and Directors of
the Corporation is 100 East Water Street, P.O. Box 5016, Sandusky, Ohio 44870. |
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Table of Contents
| (2) | Percent of Class is computed based on the sum of (a) 7,707,917 common shares outstanding on
February 22, 2011, and (b) the number of common shares, if any, as to which the named person
or group has the right to acquire beneficial ownership upon the exercise of options which are
currently exercisable or will first become exercisable within 60 days after February 22, 2011.
* Indicates beneficial ownership of less than one percent of the outstanding common shares of
the Corporation. |
|
| (3) | Includes 6,981 shares held by John O. Bacon Trust, as to which John O. Bacon, as trustee, has
voting and investment power; 1,784 shares held by John L. Bacon Trust, as to which John O.
Bacon, as trustee, has voting and investment power; and 1,290 shares held by John O. Bacon
IRAs. |
|
| (4) | Includes 28,450 shares held by Laurence A. Bettcher IRA; 14,600 shares held by Laurence A.
Bettcher Trust, as to which Mr. Bettcher, as trustee, has voting and investment power; and
2,050 shares held by Sandusky Bay Company, Ltd., a limited liability company owned by Mr.
Bettcher. |
|
| (5) | Includes 2,767 shares held by Barry W. Boerger Trust, as to which Mr. Boerger, as trustee,
has voting and investment power; 6,526 shares held by Barry W. Boerger IRA Trust, as to which
Mr. Boerger, as trustee, has voting and investment power; and 780 shares held by Judith A.
Boerger Trust, as to which Mr. Boerger’s spouse exercises voting and investment power. |
|
| (6) | Includes 12,401 shares held by Thomas A. Depler Trust, as to which Mr. Depler, as trustee,
has voting and investment power; 9,168 shares held by John Depler Trust, as to which Mr.
Depler, as Trustee, has voting and investment power; 393 shares held jointly by Thomas A.
Depler and his spouse, Nancy S. Depler, as to which they have shared voting and investment
power; and 128 shares held by the son of Mr. Depler, as to which his son has voting and
investment power. |
|
| (7) | Includes 64,832 shares held by Blythe A. Friedley Trust, as to which Blythe A. Friedley, as
trustee, has voting and investment power; 4,766 shares held by Arlene M. Friedley Trust, as to
which Blythe A. Friedley, as trustee, has voting and investment power; and 17,052 shares held
by Arlene M. Friedley CRUT Trust, as to which Blythe A. Friedley, as trustee, has voting and
investment power. |
|
| (8) | Includes 8,722 shares owned by James D. Heckelman; 2,546 shares held by James D. Heckelman
IRA; 8,722 shares held by Margaret F. Heckelman, spouse of James D. Heckelman, as to which she
has voting and investment power; 2,546 shares held by Margaret F. Heckelman IRA, as to which
Mr. Heckelman’s spouse has voting and investment power; and 1,591 shares held jointly by James
D. Heckelman and Margaret F. Heckelman, as to which they have shared voting and investment
power. |
|
| (9) | Includes 1,641 shares owned by Allen R. Maurice; 450 shares owned by Susan C. Maurice, spouse
of Allen R. Maurice, as to which she has voting and investment power; and 56,840 shares held
by Allen R. Maurice IRA. |
|
| (10) | Includes 4,240 shares held by James O. Miller IRA; 3,800 shares held by Martha M. Miller IRA,
as to which Mr. Miller’s spouse has voting and investment power; and 480 shares owned by the
children of James O. Miller, as to which Mr. Miller, as custodian, has voting and investment
power. Also includes 8,300 currently exercisable options. |
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Table of Contents
| (11) | Includes 28,848 shares owned by Margaret A. Murray; 37,548 shares held by Dennis E. Murray
Jr. TR FBO Margaret A. Murray and Dennis E. Murray Sr., spouse of Margaret A. Murray; 108,826
shares held by DPM Ltd. Benefit Trust FBO Margaret A. Murray and Dennis E. Murray Sr., spouse
of Margaret A. Murray; 6,000 shares held by DJM & JM Murray & Murray 401(k) FBO Margaret A.
Murray and Dennis E. Murray, spouse of Margaret A. Murray. |
|
| (12) | Includes 17,562 shares held by W. Patrick Murray Trust, as to which Mr. Murray’s spouse has
voting and investment power; 32,672 shares held by W. Patrick Murray IRA; 115,500 shares held
by Louise Murray Trust, as to which Mr. Murray has voting and investment power; and 6,500
shares owned by Mr. Murray’s spouse, Louise Murray, as to which she has voting and investment
power. |
|
| (13) | Includes 10,400 shares held by Allen R. Nickles IRA; 600 shares owned by Diane Nickles,
spouse of Allen R. Nickles, as to which she has voting and investment power; 500 shares held
by Diane Nickles IRA, as to which she has voting and investment power; and 625 shares owned by
a child of Allen R. Nickles, as to which the Mr. Nickles, as custodian, has voting and
investment power. |
|
| (14) | Includes 7,745 shares held by John P. Pheiffer IRA: 11,377 shares owned by John P. Pheiffer;
3,451 shares held by P. Pheiffer Trust, as to which Mr. Pheiffer, as trustee, has voting and
investment power; 13,869 shares held by C. Pheiffer Trust, as to which Mr. Pheiffer, as
trustee, has voting and investment power; and 55,908 shares held by Dorn Trust, as to which
Mr. Pheiffer, as trustee, has voting and investment power. |
|
| (15) | Includes 100 shares held by John W. Springer Trust, as to which Mr. Springer, as trustee, has
voting and investment power. |
|
| (16) | Includes 11,795 shares held by the Voight Family Trust, as to which Mr. Voight, as trustee,
has voting and investment power. |
|
| (17) | Includes 234 shares held in Roth IRAs for children of Richard A. Weidrick, as to which Mr.
Weidrick, as custodian, has voting and investment power. |
|
| (18) | Includes 769 shares owned by Daniel J. White; and 641 shares held by Daniel J. White IRA. |
|
| (19) | Includes 24,956 shares held by Gerald B. Wurm Trust, as to which Mr. Wurm, as trustee, has
voting and investment power; 963 shares held under the Stefanie E. Wurm Trust, as to which Mr.
Wurm, as trustee, has voting and investment power; 564 shares held under the Valerie N. Wurm
Trust, as to which Mr. Wurm, as trustee, has voting and investment power; and 1,100 shares
held in the trusts of the grandchildren of Gerald B. Wurm, as to which Mr. Wurm, as trustee,
has voting and investment power. |
|
| (20) | Includes 22 shares held jointly by Todd A. Michel and Lynn A. Michel, spouse of Todd A.
Michel, as to which they exercise shared voting and investment power. Also includes 6,400
currently exercisable options. |
|
| (21) | Includes 985 shares held by James E. McGookey IRA; and 100 shares held jointly by Mr.
McGookey and his spouse, Anne H. McGookey, as to which they have shared voting and investment
power. |
|
| (22) | Includes 6,400 currently exercisable options. |
|
| (23) | Includes 21,100 currently exercisable options. |
5
Table of Contents
Equity Compensation Plan Information
The following table sets forth information concerning common shares authorized or available for
issuance under the Corporation’s Stock Option and Stock Appreciation Rights Plan as of December 31,
2010.
| Number of | Number of securities | |||||||||||
| securities to be | remaining available for | |||||||||||
| issued upon | Weighted-average | future issuance under | ||||||||||
| exercise of | exercise price of | equity compensation | ||||||||||
| outstanding | outstanding | plans (excluding | ||||||||||
| options, warrants | warrants options | securities rights | ||||||||||
| and rights | and rights | reflected in column (a)) | ||||||||||
| Plan Category | (a) | (b) | (c) | |||||||||
Equity compensation plans approved by security holders |
29,500 | $ | 25.42 | 0 | (1) | |||||||
Equity compensation plans not approved by security holders |
0 | 0 | 0 | |||||||||
Total |
29,500 | $ | 25.42 | 0 | (1) | |||||||
| (1) | The Corporation’s Stock Option and Stock Appreciation Rights Plan expired in 2010, and no
further stock options or other awards may be granted by the Corporation under such plan. |
6
Table of Contents
Exhibits
| Exhibit | Description | Location | ||||
| 31.1 | Rule 13a-14(a)/15-d-14(a) Certification of
Chief Executive Officer
|
Included herewith | ||||
| 31.2 | Rule 13a-14(a)/15-d-14(a) Certification of
Chief Financial Officer
|
Included herewith | ||||
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Table of Contents
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.
(Registrant)
|
First Citizens Banc Corp
|
|||
By
|
/s/ James O. Miller
|
|||
By
|
/s/ Todd A. Michel | |||
| Todd A. Michel, Senior Vice President (Principal Financial Officer) | ||||
Date: April 8, 2011
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Table of Contents
FIRST CITIZENS BANC CORP
ANNUAL REPORT ON FORM 10-K/A
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2010
INDEX TO EXHIBITS
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2010
INDEX TO EXHIBITS
| Exhibit | Description | Location | ||||
| 31.1 | Rule 13a-14(a)/15-d-14(a) Certification of
Chief Executive Officer
|
Included herewith | ||||
| 31.2 | Rule 13a-14(a)/15-d-14(a) Certification of
Chief Financial Officer
|
Included herewith | ||||
9