Attached files
| file | filename |
|---|---|
| EX-32.1 - CERT OF CEO AND CFO - West End Indiana Bancshares, Inc. | ex321_4116.htm |
| EX-31.2 - CERT. OF PRINCIPAL FINANCIAL OFFICER - West End Indiana Bancshares, Inc. | ex312_4116.htm |
| EX-31.1 - CERT. OF PRINCIPAL EXECUTIVE OFFICER - West End Indiana Bancshares, Inc. | ex311_4116.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2015
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: 001-54578
WEST END INDIANA BANCSHARES, INC.
(Exact Name of Registrant as Specified in its Charter)
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Maryland
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36-4713616
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(State or Other Jurisdiction of Incorporation
or Organization)
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(I.R.S. Employer Identification Number)
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34 South 7th Street, Richmond, Indiana
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47374
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(Address of Principal Executive Offices)
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(Zip Code)
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(765) 962-9587
(Registrant’s Telephone Number Including Area Code)
Securities registered pursuant to Section 12(b) of the Act: None
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(Title of each class to be registered)
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(Name of each exchange on which
each class is to be registered)
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Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.01 per share
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 15(d) of the Act.
Yes [ ] No [X]
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 reports), and (2) has been subject to such 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 during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§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. [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 the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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 Exchange Act).
Yes [ ] No [X]
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant, computed by reference to the last sale price on June 30, 2015 ($18.50) was approximately $21.7 million.
As of March 30, 2016, there were 1,106,476 issued and outstanding shares of the Registrant’s Common Stock.
Explanatory Note
This Amendment No. 1 to the Annual Report on Form 10-K is being filed solely to correct the outstanding shares number on the cover page. No other information has changed from the initial filing.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| WEST END INDIANA BANCSHARES, INC. | ||
| Date: April 1, 2016 | By: | /s/ Timothy R. Frame |
| Timothy R. Frame | ||
| President and Chief Executive Officer | ||
| (Duly Authorized Representative) |
Pursuant to the requirements of the Securities Exchange 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.
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Signatures
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Title
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Date
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| /s/ Timothy R. Frame | President and Chief Executive Officer | April 1, 2016 | |
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Timothy R. Frame
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(Principal Executive Officer)
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| /s/ Shelley D. Miller | Executive Vice President and | ||
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Shelley D. Miller
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Chief Financial Officer
(Principal Financial and Accounting Officer)
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April 1, 2016
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| /s/ John P. McBride | Chairman of the Board | April 1, 2016 | |
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John P. McBride
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| /s/ Michael J. Allen | Director | April 1, 2016 | |
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Michael J. Allen
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/s/ Greg Janzow
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Director | April 1, 2016 | |
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Greg Janzow
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| /s/ Craig C. Kinyon | Director | April 1, 2016 | |
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Craig C. Kinyon
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EXHIBIT INDEX
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3.1
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Articles of Incorporation of West End Indiana Bancshares, Inc.*
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3.2
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Bylaws of West End Indiana Bancshares, Inc.*
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4
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Form of Common Stock Certificate of West End Indiana Bancshares, Inc.*
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10.1
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West End Bank, S.B. Supplemental Executive Retirement Plan for John McBride*
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10.2
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Second Amendment to the West End Bank Supplemental Executive Retirement Plan *
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10.3
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Form of Director Retirement Plan *
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10.4
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Form of Amendment to the Director Retirement Plan *
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10.5
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West End Bank, S.B. Employee Stock Ownership Plan *
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10.6
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Amended and Restated Employment Agreement with John P. McBride **
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10.7
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Form of Employment Agreement with Timothy R. Frame and Shelley D. Miller *
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10.8
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Description of Cash Bonus Plan *
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21
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Subsidiaries
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23
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Consent of Independent Auditor
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31.1
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Certification required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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31.2
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Certification required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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32.1
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Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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*
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Incorporated by reference to the Registration Statement on Form S-1 (file no. 333-175509), initially filed July 12, 2011.
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**
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Incorporated by reference to Exhibit 10.6 to the Quarterly Report on Form 10-Q filed on August 13, 2013.
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