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EX-32 - EXHIBIT 32 - SECTION 1350 CERTIFICATION - FIDELITY BANCORP INCex32.htm
EX-31.2 - EXHIBIT 31.2 - RULE 13A-14(A)/15D-14(A) CERTIFICATION OF CHIEF FINANCIAL OFFICER - FIDELITY BANCORP INCex31-2.htm
EX-23.1 - EXHIBIT 23.1 - CONSENT OF S.R. SNODGRASS, A.C. - FIDELITY BANCORP INCex23-1.htm
EX-31.1 - EXHIBIT 31.1 - RULE 13A-14(A)/15D-14(A) CERTIFICATION OF CHIEF EXECUTIVE OFFICER - FIDELITY BANCORP INCex31-1.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K/A
(Amendment No. 1)
(Mark One)
[X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended                 September 30, 2011                   
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:  0-22288

FIDELITY BANCORP, INC.
(Exact name of registrant as specified in its charter)

Pennsylvania
 
25-1705405
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer Identification No.)

1009 Perry Highway, Pittsburgh, Pennsylvania
 
15237
 
(Address of Principal Executive Offices)
 
(Zip Code)
 

Registrant’s telephone number, including area code:              (412) 367-3300     

Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
 
Name of each exchange on which registered
Common stock, $.01 par value
 
Nssdaq Global Market
Preferred Share Purchase Rights
 
Nasdaq Global 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    [X]   NO

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    [X]   NO

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. [X] Yes [  ] 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).
[X] Yes [  ] No

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.  [X]

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 “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]

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act)  [  ] Yes [X] No

The aggregate market value of the voting stock held by non-affiliates of the Registrant, based on the closing sales price of the Registrant’s Common Stock reported on the Nasdaq Global Market on March 31, 2011 was $22.9 million.  Solely for purposes of this calculation, the term “affiliate” includes all directors and executive officers of the Registrant and all beneficial owners of more than 5% of the Registrant’s voting securities.

As of December 6, 2011, the Registrant had outstanding 3,064,362 shares of Common Stock.

DOCUMENTS INCORPORATED BY REFERENCE
1.
Portions of the Registrant’s definitive Proxy Statement for the 2012 Annual Meeting of Stockholders.  (Part III)

 
 
 
 


EXPLANATORY NOTE
 
This amendment on Form 10-K/A is being filed solely to file a revised auditor’s consent as Exhibit 23.1.  In accordance with SEC rules, this Form 10-K/A includes currently dated certifications of our Chief Executive Officer and Chief Financial Officer.  No other changes have been made to the Form 10-K.  This Form 10-K/A speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the Form 10-K.
 
Part IV
 
Item 15.  Exhibits, Financial Statement Schedules.
 
 
(a)
The following documents are filed as part of this Annual Report on Form 10-K.
 
 
 
1.
Financial Statement
 
The financial statements are set forth under Item 8 of this Annual Report on Form 10-K.
 
 
2.
Financial Statement Schedules
 
None.
 
 
3.
Exhibits
 
The following exhibits are filed with this Annual Report on Form 10-K or incorporated by reference herein:
 
 
3.1
 
Articles of Incorporation (1)
 
3.2
 
Amended and Restated Bylaws (14)
 
3.3
 
Statement with Respect to Shares of Fixed Rate Cumulative Perpetual Preferred Stock,
     
Series B (16)
 
4.1
 
Common Stock Certificate (1)
 
4.2
 
Rights Agreement, dated as of March 31, 2003 by and between Fidelity Bancorp, Inc.
     
and Registrar and Transfer Company (3)
 
4.3
 
Amendment No. 1 to Rights Agreement (4)
 
4.4
*
Indenture, dated as of September 20, 2007, between Fidelity Bancorp, Inc. and
     
Wilmington Trust Company
 
4.5
*
Amended and Restated Declaration of Trust, dated as of September 20, 2007, by and
     
among Wilmington Trust Company as Institutional Trustee, Fidelity Bancorp, Inc., as
     
Sponsor and Richard G. Spencer, Lisa L. Griffith, and Michael A. Mooney as
     
Administrators
 
4.6
*
Guarantee Agreement, as dated as of September 20, 2007, by and between Fidelity
     
Bancorp, Inc. and Wilmington Trust Company
 
4.7
 
Form of Certificate for the Series B Preferred Stock (16)
 
4.8
 
Warrant for Purchase of Shares of Common Stock (16)
 
10.1
**
Employee Stock Ownership Plan, as amended (1)
 
10.4
**
1997 Employee Stock Compensation Program (6)
 
10.6
**
1998 Group Term Replacement Plan (7)
 
10.8
**
1998 Salary Continuation Plan Agreement by and between R.G. Spencer, the
     
Company and the Bank (7)
 
10.9
**
1998 Salary Continuation Plan Agreement by and between M.A. Mooney, the
     
Company and the Bank (7)
 
10.10
**
Salary Continuation Agreement with Lisa L. Griffith (2)

 
 
2
 
 
 
 
10.11
**
1998 Stock Compensation Plan (8)
 
10.12
**
2000 Stock Compensation Plan (9)
 
10.13
**
2001 Stock Compensation Plan (10)
 
10.14
**
2002 Stock Compensation Plan (11)
 
10.15
**
2005 Stock-Based Incentive Plan (12)
 
10.16
**
Form of Directors Indemnification Agreement (13)
 
10.17
**
Employment Agreement, dated January 1, 2002, between Fidelity Bancorp, Inc. and
     
Fidelity Bank, PaSB and Richard G. Spencer (14)
 
10.18
**
Employment Agreement, dated January 1, 2000, between Fidelity Bancorp, Inc. and
     
Fidelity Bank, PaSB and Michael A. Mooney (14)
 
10.19
**
Severance Agreement, dated February 10, 2004, between Fidelity Bank, PaSB and
     
Lisa L. Griffith (14)
 
10.20
**
Severance Agreement, dated December 19, 1997, between Fidelity Bank, PaSB and
     
Anthony F. Rocco (14)
 
10.21
**
Severance Agreement, dated December 19, 1997, between Fidelity Bank, PaSB and
     
Sandra L. Lee (14)
 
10.22
 
Letter Agreement, dated December 12, 2008, between Fidelity Bancorp, Inc. and
     
United States Department of the Treasury, with respect to the issuance and
     
sale of the Series B Preferred Stock and the Warrant (16)
 
10.23
 
Form of Waiver, executed by each of Messrs. Spencer, Rocco, and Mooney and
     
Ms. Lee and Ms. Griffith (16)
 
10.24
 
Form of Letter Agreement, executed by each of Messrs. Spencer, Rocco, and
     
Mooney and Ms. Lee and Ms. Griffith (16)
 
14
 
Code of Ethics (2)
 
20.1
 
Dividend Reinvestment Plan (15)
 
21
 
Subsidiaries (17)
 
23.1
 
Consent of S.R. Snodgrass A.C.
 
31.1
 
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
 
31.2
 
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
 
32
 
Section 1350 Certification
 
99.1
 
EESA §111(b)(4) Certification of Principal Executive Officer (17)
 
99.2
 
EESA §111(b)(4) Certification of Principal Financial Officer (17)
 
101
 
Interactive Data Files (17)***

 
*
Not filed in accordance with the provisions of Item 601(b)(4)(iii) of Regulation S-K.  The Company agrees to provide a copy of these documents to the Commission upon request.
 
**
Management contract or compensatory plan or arrangement.
 
***
The Interactive Data Files submitted as Exhibits 101 to this Form 10-K are documents formatted in XBRL (Extensible Business Reporting Language). Pursuant to Regulation 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, or Section 18 of the Securities Exchange Act of 1934, as amended, and are otherwise not subject to liability.
 
(1)
Incorporated by reference from the exhibits attached to the Prospectus and Proxy Statement of the Company included in its Registration Statement on Form S-4 (SEC File No. 33-55384) filed with the SEC on December 3, 1992 (the "Registration Statement").
 
(2)
Incorporated by reference from the identically numbered exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2003.
 
(3)
Incorporated by reference from Exhibit 1 to the Company’s Registration Statement on Form 8-A filed March 31, 2003.
 
(4)
Incorporated by reference to Exhibit 4.2 to Amendment No. 1 to the Company’s Registration Statement on Form 8-A filed March 17, 2005.
 
(6)
Incorporated by reference from an exhibit to the Registration Statement on Form S-8 for the year ended September 30, 1998 (SEC File No. 333-47841) filed with the SEC on March 12, 1998.

 
3
 
 


 
(7)
Incorporated by reference to an identically numbered exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 1998 filed with the SEC on December 29, 1998.
 
(8)
Incorporated by reference from Exhibit 4.1 to the Registration Statement on Form S-8 (SEC File No. 333-71145) filed with the SEC on January 25, 1999.
 
(9)
Incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-8 (SEC File No. 333-53934) filed with the SEC on January 19, 2001.
 
(10)
Incorporated by reference from Exhibit 4.1 to the Registration Statement on Form S-8 (SEC File No. 333-81572) filed with the SEC on January 29, 2002.
 
(11)
Incorporated by reference from Exhibit 4.1 to Registration Statement on Form S-8 (SEC File No. 333-103448) filed with the SEC on February 26, 2003.
 
(12)
Incorporated by reference from Exhibit 4.1 to Registration Statement on Form S-8 (SEC File No. 333-123168) filed with the SEC on March 7, 2005.
 
(13)
Incorporated by reference to an identically numbered exhibit in Form 10-Q filed with the SEC on February 13, 2007.
 
(14)
Incorporated by reference to an identically numbered exhibit to the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2007.
 
(15)
Incorporated by reference to an identically numbered exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 1999 filed with the SEC on February 14, 2000.
 
(16)
Incorporated by reference to the Registrant’s Current Report on Form 8-K filed December 12, 2008.
 
(17)
Incorporated by reference from the identically numbered exhibit to the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2011.

 
 
4
 
 

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.

           
FIDELITY BANCORP, INC.
                   
Date:
 January 10, 2012
   
By:
/s/ Richard G. Spencer
 
           
Richard G. Spencer
   
           
President and Chief Executive Officer