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, 2014
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 No. 000-53869
FIRST NATIONAL COMMUNITY BANCORP, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Pennsylvania | 23-2900790 | |
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) | |
| 102 E. Drinker St., Dunmore, PA | 18512 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code (570) 346-7667
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $1.25 par value
(Title of Class)
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 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 o 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 such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x 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 x NO o
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. 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 definition 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 x | |
| Non-Accelerated Filer o | Smaller reporting company o | |
| (Do not check if a smaller reporting company) |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
The aggregate market value of the voting and non-voting common stock of the registrant, held by non-affiliates was $83,370,845 at June 30, 2014.
APPLICABLE ONLY TO CORPORATE REGISTRANTS
State the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: 16,517,319 shares of common stock as of March 13, 2015.
DOCUMENTS INCORPORATED BY REFERENCE
Certain information required by Items 10, 11, 12, 13 and 14 is incorporated by reference into Part III hereof from portions of the Proxy Statement for the registrant’s 2015 Annual Meeting of Shareholders.
EXPLANATORY NOTE
The sole purpose of filing this Amendment No. 1 (this “Amendment”) to the Annual Report on Form 10-K for First National Community Bancorp, Inc. (the “Company”) for the year ended December 31, 2014 (the “Original Filing”), as filed with the Securities and Exchange Commission (the “SEC”) on March 13, 2015, is to correct the XBRL role type code applied by the Company’s financial printer to certain notes to financial statements which were inadvertently coded as “financial statements.” The content of the XBRL is correct as filed with the error solely a formatting error. This Amendment contains only the cover page to this Amendment, this Explanatory Note, Item 15, Exhibit 31.1, Exhibit 31.2, Exhibit 32.1, Exhibit 101.INS, Exhibit 101.SCH, Exhibit 101.CAL, Exhibit 101.DEF, Exhibit 101.LAB and Exhibit 101.PRE. Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Amendment also contains new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which are attached hereto. Because this Amendment does not contain or amend disclosure to Item 307 or 308 of Regulation S-K and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 4 and 5 of the certifications have been omitted.
Except as described above, no changes have been made to the content of the originally filed XBRL or to the Original Filing itself, and this Amendment does not reflect events that may have occurred subsequent to the date of the Original Filing, and does not modify or update in any way disclosures made in the Original Filing. Accordingly, this Amendment should be read in conjunction with the Original Filing and the Company’s other filings with the SEC.
| 2 |
PART IV
Item 15. Exhibits and Financial Statement Schedules
3. The following exhibits are filed as part of this Annual Report on Form 10-K/A.
| EXHIBIT 31.1 | Certification of Chief Executive Officer | |
| EXHIBIT 31.2 | Certification of Chief Financial Officer | |
| EXHIBIT 32 | Section 1350 Certification — Chief Executive Officer and Chief Financial Officer |
| EXHIBIT 101.INS | XBRL INSTANCE DOCUMENT |
| EXHIBIT 101.SCH | XBRL TAXONOMY EXTENSION SCHEMA |
| EXHIBIT 101.CAL | XBRL TAXONOMY EXTENSION CALCULATION LINKBASE |
| EXHIBIT 101.DEF | XBRL TAXONOMY EXTENSION DEFINITION LINKBASE |
| EXHIBIT 101.LAB | XBRL TAXONOMY EXTENSION LABEL LINKBASE |
| EXHIBIT 101.PRE | XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE |
_____________________________
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:
SIGNATURES
Registrant:
FIRST NATIONAL COMMUNITY BANCORP, INC.
| /s/ Steven R. Tokach | June 2, 2015 | |
| Steven R. Tokach President and Chief Executive Officer |
Date | |
| /s/ James M. Bone, Jr. | June 2, 2015 | |
| James M. Bone, Jr., CPA Executive Vice President and Chief Financial Officer Principal Financial Officer |
Date | |
| /s/ Stephanie A. Westington | June 2, 2015 | |
|
Stephanie A. Westington, CPA Principal Accounting Officer |
Date |
| 3 |