Attached files
file | filename |
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EX-31.2 - SECTION 302 CFO CERTIFICATION - FIRST CAPITAL BANCORP, INC. | dex312.htm |
EX-31.1 - SECTION 302 CEO CERTIFICATION - FIRST CAPITAL BANCORP, INC. | dex311.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
ANNUAL REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2010
Commission file number 001-33543
FIRST CAPITAL BANCORP, INC.
(Exact name of registrant as specified in its charter)
Virginia | 11-3782033 | |
(State or other jurisdiction of Incorporation or organization) |
(I.R.S. Employer Identification No.) |
4222 Cox Road, Suite 200 Glen Allen, Virginia |
23060 | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code (804)-273-1160
Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Act:
Common Stock, $4.00 par value | NASDAQ Capital Market | |
(Title of Class) | (Name of each Exchange on which registered) |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act Yes ¨ No x
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 ¨ No x
Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 x Yes ¨ No
Indicate by check mark if no disclosure of delinquent filers in response to Item 405 of Regulation S-B is contained in this form, and no disclosure will be contained, to the best of registrants 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 x
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨ Yes x 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 the definition of large accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
Non-accelerated filer | ¨ | Smaller reporting company | x |
State the aggregate market value of the voting stock held by non-affiliates computed by reference to the price at which the stock was sold, or the average bid and asked prices of such stock, as of a specified date within the past 60 days. The aggregate market value of the voting stock held by non-affiliates computed based on a sale price of $6.00 for the Banks common stock on March 23, 2010 is approximately $17,186,000.
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes ¨ No ¨
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuers classes of common equity, as of the latest practicable date: 2,971,171 Shares of Common Stock, $4.00 par value
DOCUMENTS INCORPORATED BY REFERENCE
1. Portions of the Proxy Statement for the Annual Meeting of Stockholders (Part III)
Transitional Small Business Disclosure Format (Check One): Yes ¨ No x
EXPLANATION FOR AMENDMENT
This Amendment No. 1 to Form 10K (this Amendment) amends the Annual Report on Form 10K for the fiscal year ended December 31, 2010 (the Original Filing), originally filed with the Securities and Exchange Commission (the SEC) on March 31, 2011, of First Capital Bancorp, Inc. We are filing this Amendment to include corrected versions of the certificates required of our principal executive officer and principal financial officer under Section 302 of the Sarbanes-Oxley Act of 2002.
Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the Exchange Act), requires that this Amendment include as exhibits the certifications required of our principal executive officer and principal financial officer under Section 302 of the Sarbanes-Oxley Act of 2002. As noted above, the reason for this Amendment is to include corrected versions of these certifications. We have included Part IV, Item 15 in this Amendment solely to reflect the filing of these corrected exhibits with this Amendment. We are not including certifications under Section 906 of the Sarbanes-Oxley Act of 2002 as no financial statements are being filed with this Amendment.
This Amendment does not reflect events occurring after the filing of the Original Filing or modify or update those disclosures affected by subsequent events. Except for the items described above or contained in this Amendment, this Amendment continues to speak as of the date of the Original Filing, and does not modify, amend or update in any way the financial statements or any other item or disclosures in the Original Filing. Accordingly, this Amendment should be read in conjunction with the Original Filing and our other filings made with the SEC.
Terms used in this Amendment have the same meaning as in the Original Filing unless otherwise indicated herein.
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PART IV
ITEM 15. | EXHIBITS. |
The following exhibits are filed as part of this Form 10-K
No. | Description | |
31.1 | Certification of John M. Presley, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated May 4, 2011. | |
31.2 | Certification of William W. Ranson, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated May 4, 2011. |
SIGNATURE
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 CAPITAL BANCORP, INC. | ||||||
Date: May 4, 2011 | By: | /s/ John M. Presley | ||||
John M. Presley. | ||||||
Managing Director and Chief Executive Officer |
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