Attached files
| file | filename |
|---|---|
| EX-32.1 - EXHIBIT 32.1 - FIRST UNITED CORP/MD/ | tm2030269d1_ex32-1.htm |
| EX-31.2 - EXHIBIT 31.2 - FIRST UNITED CORP/MD/ | tm2030269d1_ex31-2.htm |
| EX-31.1 - EXHIBIT 31.1 - FIRST UNITED CORP/MD/ | tm2030269d1_ex31-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For quarterly period ended March 31, 2020
| ¨ | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT |
For the transition period from _______________ to ________________
Commission file number 0-14237
First United Corporation
(Exact name of registrant as specified in its charter)
| Maryland | 52-1380770 | |
| (State or other jurisdiction of incorporation or organization) |
(I. R. S. Employer Identification No.) | |
| 19 South Second Street, Oakland, Maryland | 21550-0009 | |
| (Address of principal executive offices) | (Zip Code) |
(800) 470-4356
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbols | Name of each exchange on which registered |
| Common Stock | FUNC | Nasdaq Stock Market |
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 periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer ¨ | Accelerated filer x |
| Non-accelerated filer ¨ | Smaller reporting company x |
| Emerging growth company ¨ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standard provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 6,966,898 shares of common stock, par value $.01 per share, as of April 30, 2020.
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-Q/A to the Quarterly Report of First United Corporation on Form 10-Q for the quarter ended March 31, 2020, which was filed with the Securities and Exchange Commission (the “SEC”) on May 11, 2020 (the “Original Report”), amends Item 2 of Part II of the Original Report so that it provides information about shares of common stock of First United Corporation purchased by the Trust Department of First United Bank & Trust on behalf of the First United Corporation noncontributory defined benefit pension plan. Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by First United Corporation’s principal executive officer and principal financial officer are filed or furnished with this Amendment No. 1 as Exhibits 31.1, 31.2, and 32.1, so Item 6 of Part II of the Original Report is also amended hereby.
Except as expressly provided above, this Amendment No. 1 on Form 10-Q/A speaks as of the date of the Original Report and First United Corporation has not updated the disclosures contained in any item thereof to speak as of a later date. All information contained in this Amendment No. 1 on Form 10-Q/A is subject to updating and supplementing as provided in First United Corporation’s reports filed with the SEC subsequent to the date on which the Original Report was filed.
| 2 |
INDEX TO QUARTERLY REPORT
FIRST UNITED CORPORATION
| Page | ||
| PART II. OTHER INFORMATION | 4 | |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 4 |
| Item 6. | Exhibits | 4 |
| SIGNATURES | 5 | |
| 3 |
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following table provides information about shares of common stock purchased by or on behalf of First United Corporation and its affiliates (as defined by Exchange Act Rule 10b-18) during the three-month period ended March 31, 2020:
| Issuer Purchases of Equity Securities | ||||||||||||||||
| Period | Total Number of Shares (or Units) Purchased (1) | Average Price Paid per Share (or Unit) | Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs | Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs | ||||||||||||
| January 2020 | - | - | - | 650,000 | ||||||||||||
| February 2020 | - | - | - | 650,000 | ||||||||||||
| March 2020 | 242,419 | $ | 16.67 | 242,419 | 407,581 | |||||||||||
| Total | 242,419 | $ | 16.67 | 242,419 | 407,581 | |||||||||||
| (1) | Of the shares reported above, 145,291 shares were purchased by First United Corporation in open-market transactions pursuant to First United Corporation’s stock repurchase plan that was initially adopted effective April 30, 2019 (the “Repurchase Plan”). The Repurchase Plan, which originally authorized the purchase of up to 354,449 shares of common stock of First United Corporation, was amended in November 2019 to increase the maximum number of shares to 500,000. First United Corporation publicly announced both the adoption of the Repurchase Plan and its amendment. The Repurchase Plan, as amended, will expire on November 20, 2020 and authorizes the purchases to be conducted through open market or private transactions at such times and in such amounts per transaction as the Chairman and Chief Executive Officer of First United Corporation determines to be appropriate. |
| (2) | The remaining 97,128 shares reported above were purchased by the Trust Department of First United Bank & Trust (the “Trust Department”) in open-market transactions using assets in the First United Corporation noncontributory defined benefit pension plan (the “Pension Plan”). On November 20, 2019, the Board of Directors of First United Corporation authorized the Trust Department, which administers the Pension Plan, to use up to 10% of the Pension Plan’s assets to purchase up to 150,000 shares of common stock, to be held as an investment in the Pension Plan. Such authorization, which was publicly announced, permits the Trust Department to purchase the shares in open market transactions or privately-negotiated transactions at such times, in such amounts, at such prices, and upon such other terms as are determined in the discretion of the Trust Department. |
The exhibits filed or furnished with this quarterly report are listed in the following Exhibit Index.
* Filed with the Original Report.
| 4 |
Pursuant to the requirements 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 UNITED CORPORATION |
| Date: September 4, 2020 | /s/ Carissa L. Rodeheaver |
| Carissa L. Rodeheaver, CPA, CFP | |
| Chairman of the Board, President and Chief Executive Officer | |
| (Principal Executive Officer) | |
| Date: September 4, 2020 | /s/ Tonya K. Sturm |
| Tonya K. Sturm, Senior Vice President, | |
| Chief Financial Officer | |
| (Principal Financial Officer and Principal Accounting Officer) |
| 5 |