UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K/A
(Amendment No. 1)
ANNUAL REPORT
PURSUANT TO SECTIONS 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Mark one)
| x | ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2008
| ¨ | 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 0-24958
POTOMAC BANCSHARES, INC.
(Exact Name of Registrant as Specified in Its Charter)
| West Virginia | 55-0732247 | |
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
| 111 East Washington Street PO Box 906, Charles Town WV |
25414-0906 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code 304-725-8431
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class |
Name of Each Exchange on Which Registered | |
| NONE |
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $1.00 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 ¨ 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 registrant: (l) 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 ¨
Indicate by check mark if disclosure of delinquent filers in response 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. ¨
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 Exchange Act). Yes ¨ No x
State the aggregate market value of the voting and non-voting common equity held by nonaffiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. $40,270,956 as of June 30, 2008
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. 3,390,178 as of March 24, 2009
DOCUMENTS INCORPORATED BY REFERENCE
The following lists the document that is incorporated by reference in the Form 10-K Annual Report, and the Parts and Items of the Form 10-K into which the document is incorporated.
| Document |
Part of the Form 10-K into Which the Document is Incorporated | |
| Portions of Potomac Bancshares, Inc.’s Proxy Statement for the 2009 Annual Meeting of Shareholders | Part III, Items 10, 11, 12, 13 and 14 |
AMENDMENT NO. 1
EXPLANATORY NOTE
We are filing this Form 10-K/A Amendment No. 1 (this “Amendment”) to amend Items 10, 11, 12, 13 and 14 to reflect the date of the Proxy Statement as April 15, 2009. No other items are being amended except as described in this Explanatory Note and this Amendment does not modify or update the disclosures in our 2008 Form 10-K. Therefore, this Amendment does not reflect any events that occurred after the original March 31, 2009 filing date of the 2008 Form 10-K. Forward-looking statements in this Amendment have also not been updated from the 2008 Form 10-K that we filed on March 31, 2009.
Pursuant to Rules 12b-15 and 13a-14 of the Exchange Act, we are including with this Amendment currently dated certifications of our chief executive officer and our chief financial officer.
PART III
| Item 10. | Directors and Executive Officers of the Registrant. |
The information contained on pages 7-8 of the Proxy Statement dated April 15, 2009, for the May 19, 2009 Annual Meeting under the captions “Management Nominees to the Board of Potomac” and “Directors Continuing to Serve Unexpired Terms,” and page 15 under the caption “Section 16(a) Beneficial Ownership Reporting Compliance” is incorporated herein by reference.
The Executive Officers are as follows:
| Name |
Position Since |
Age | Principal Occupation | |||
| Robert F. Baronner, Jr. | President & CEO 2001 |
50 | Employed by bank as of 1/1/01 as President and CEO. | |||
| David W. Irvin | Executive Vice President 2004 |
45 | Employed at bank from 2001 to present as Commercial Loan Division Manager. | |||
| Gayle Marshall Johnson | Sr. Vice President & Chief Financial Officer 1994 |
59 | Employed with the bank 1977-1985 and 1988-present; Vice President and Chief Financial Officer since 1990. Sr. Vice President since 2005. | |||
The bank has adopted a Code of Ethics that applies to all employees, including Potomac’s and the bank’s chief executive officer and chief financial officer and other senior officers. Additionally, there is a Code of Ethics for Senior Financial Officers which applies to Potomac’s and the bank’s chief executive officer and chief financial officer. These Codes of Ethics are incorporated by reference from Potomac’s Form 10-K for the year ended December 31, 2008 and filed with the Securities and Exchange Commission, File No. 0-24958. If we make any substantive amendments to this code or grant any waiver from a provision of the code to our chief executive officer or chief financial officer, we will disclose the amendment or waiver in a report on Form 8-K.
| Item 11. | Executive Compensation. |
The information contained on pages 10-14 of the Proxy Statement dated April 15, 2009, for the May 19, 2009 Annual Meeting under the captions “Executive Compensation,” “Employee Benefit Plans,” “Employment Agreement,” and “Compensation of Directors” is incorporated herein by reference.
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| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. |
The information contained on pages 9-10 of the Proxy Statement dated April 15, 2009, for the May 19, 2009 Annual Meeting under the caption “Ownership of Securities by Nominees, Directors and Officers” is incorporated herein by reference.
Securities authorized for issuance under Potomac’s 2003 Stock Incentive Plan are listed below:
| Plan category |
Number of securities to be issued upon exercise of outstanding options, warrants and rights |
Weighted-average exercise price of outstanding options, warrants and rights |
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | ||||
| 2003 Stock Incentive Plan amended by shareholders April 24, 2007 |
132,620 | $ | 14.75 | 298,940 | |||
| Item 13. | Certain Relationships and Related Transactions. |
The information contained on page 14 of the Proxy Statement dated April 15, 2009, for the May 19, 2009 Annual Meeting under the caption “Certain Transactions with Directors, Officers and Their Associates” is incorporated herein by reference.
| Item 14. | Principal Accountant Fees and Services. |
The information contained on pages 6-7 of the Proxy Statement dated April 15, 2009, for the May 19, 2009 Annual Meeting under the caption “Audit Committee Report” is incorporated herein by reference.
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| Item 15. | Exhibits and Financial Statement Schedules. |
(a) (3) Exhibits. See below.
2.1 Agreement and Plan of Merger dated March 8, 1994, by and between Potomac Bancshares, Inc., and Bank of Charles Town filed with and incorporated by reference from the Registration on Form S-4 filed with the Securities and Exchange Commission on June 10, 1994, Registration No. 33-80092.
3.1 Articles of Incorporation of Potomac Bancshares, Inc. filed with and incorporated by reference from the Registration Statement on Form S-4 filed with the Securities and Exchange Commission on June 10, 1994, Registration No. 33-80092.
3.2 Amendments to Articles of Incorporation of Potomac Bancshares, Inc. adopted by shareholders on April 25, 1995 and filed with the West Virginia Secretary of State on May 23, 1995, and incorporated by reference from Potomac’s Form 10-KSB for the year ended December 31, 1995 and filed with the Securities and Exchange Commission, File No. 0-24958.
3.3 Amended and Restated Bylaws of Potomac Bancshares, Inc. and subsequent amendments thereto incorporated by reference from Potomac’s Form 10-K for the year ended December 31, 2008 and filed with the Securities and Exchange Commission, File No. 0-24958.
10.1 2003 Stock Incentive Plan adopted by the Potomac Board February 20, 2003 and approved by the company’s shareholders on May 13, 2003, amended by the company’s shareholders on April 24, 2007 and incorporated by reference from Potomac’s Form 10-K for the year ended December 31, 2006 and filed with the Securities and Exchange Commission, File No. 0-24958.
10.2 Employment Agreement of Mr. Robert F. Baronner, Jr., filed with and incorporated by reference from Form 10-KSB for the year ended December 31, 2001, and filed with the Securities and Exchange Commission, File No. 0-24958.
14.1 Code of Ethics (for all employees) incorporated by reference from Potomac’s Form 10-K for the year ended December 31, 2008 and filed with the Securities and Exchange Commission, File No. 0-24958.
14.2 Code of Ethics for Senior Financial Officers incorporated by reference from Potomac’s Form 10-K for the year ended December 31, 2008 and filed with the Securities and Exchange Commission, File No. 0-24958.
21 Subsidiaries of the Registrant incorporated by reference from Potomac’s Form 10-K for the year ended December 31, 2008 and filed with the Securities and Exchange Commission, File No. 0-24958.
23.1 Consent of Independent Registered Public Accounting Firm incorporated by reference from Potomac’s Form 10-K for the year ended December 31, 2008 and filed with the Securities and Exchange Commission, File No. 0-24958.
31.1 Rule 13a-15(e)/15d-15(e) Certification of Chief Executive Officer*
31.2 Rule 13a-15(e)/15d-15(e) Certification of Chief Financial Officer*
32.1 Section 1350 Certification of Chief Executive Officer*
32.2 Section 1350 Certification of Chief Financial Officer*
| * | Filed herewith. |
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
POTOMAC BANCSHARES, INC.
| By | /s/ Robert F. Baronner, Jr. |
April 30, 2009 | ||
| Robert F. Baronner, Jr. | ||||
| President & Chief Executive Officer | ||||
| By | /s/ Gayle Marshall Johnson |
April 30, 2009 | ||
| Gayle Marshall Johnson | ||||
| Sr. Vice President & Chief Financial Officer | ||||
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