Attached files
| file | filename |
|---|---|
| EX-10.7 - SMARTFINANCIAL INC. | v183486_ex10-7.htm |
| EX-31.4 - SMARTFINANCIAL INC. | v183486_ex31-4.htm |
| EX-32.1 - SMARTFINANCIAL INC. | v183486_ex32-1.htm |
| EX-31.3 - SMARTFINANCIAL INC. | v183486_ex31-3.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K/A
Amendment
No. 1
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x
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ANNUAL
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For the fiscal year ended December 31,
2009
OR
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¨
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
transition period from
__________ to __________
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Commission
file number 000-30497
(Exact
Name of Registrant as Specified in its Charter)
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Tennessee
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62-1173944
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(State
of Incorporation)
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(I.R.S.
Employer Identification No.)
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835
Georgia Avenue,
Chattanooga,
TN 37402
(Address
of principal executive offices)(Zip Code)
(423)
385-3000
(Registrant’s
telephone number, including area code)
Securities
registered pursuant to Section 12(b) of the Act: None
Securities
registered pursuant to Section 12(g) of the Act:
Common
Stock, $1.00 Par Value
Indicate
by check mark if Registrant is a well known seasoned issuer, as defined in Rule
405 of the of the Securities Act.
Yes ¨ No
x
Indicate
by check mark if Registrant is not required to file reports pursuant to Section
13 or Section 15(d) of the Exchange 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 and 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 ¨ No
x
Indicate by check whether the Registrant has submitted
electronically and posted on its corporate Website, 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 ¨ 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. ¨
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 common stock held by non-affiliates of the
Registrant on June 30, 2009 was $32 million. The market value calculation
was determined using the closing sale price of the Registrant’s common stock on
June 30, 2009, as reported on the OTC Bulletin Board. For purposes of this
calculation, the term “affiliate” refers to all directors, executive officers
and 10% shareholders of the Registrant. As of the close of business on December
31, 2009 there were 6,500,396 shares of the Registrant’s common stock
outstanding.
DOCUMENTS
INCORPORATED BY REFERENCE
Portions
of the Registrant’s Proxy Statement for the 2010 Annual Meeting of Shareholders
(the “2010 Proxy Statement”) are incorporated by reference into Part III of this
Annual Report on Form 10-K to the extent described herein.
EXPLANATORY
NOTE
Cornerstone
Bancshares, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A
(this “Amendment”) with respect to its Annual Report on Form 10-K for the fiscal
year ended December 31, 2009, as filed with the Securities and Exchange
Commission on March 31, 2010 (the “Original Filing”). The Company has filed an
amended Quarterly Report on Form 10-Q/A for the fiscal quarter ended September
30, 2009 (the “Form 10-Q/A”), among other things, to disclose information
concerning certain amendments to its charter that the Company inadvertently
failed to report on Form 8-K or in the original Quarterly Report on Form 10-Q
for such fiscal quarter. Because the Form 10-Q/A was not filed until after the
Original Filing, this Amendment is being filed to indicate on the cover page
that, as of the date of the Original Filing, the Company had not filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 (the “Exchange Act”) during the preceding 12 months. In addition,
this Amendment is being filed to (i) include a complete copy of the Company’s
amended charter as Exhibit 3.1 to this Amendment (which is intended to replace
and supersede Exhibits 3.1 and 3.2 to the Original Filing), (ii) include Exhibit
10.7, which was inadvertently omitted from the Original Filing, and (iii) amend
the exhibit index to reflect such changes and related adjustments. In accordance
with Rule 12b-15 promulgated under the Exchange Act, new certifications of the
Company’s principal executive officer and principal financial officer are
included as exhibits to this Amendment.
Except as
described above, the Original Filing has not been amended, updated or otherwise
modified. The Original Filing, as amended by this Amendment, continues to speak
as of the date of the Original Filing and does not reflect events occurring
after the filing of the Original Filing or update or otherwise modify any
related or other disclosures, including forward-looking statements. Accordingly,
this Amendment should be read in conjunction with our other filings made with
the Securities and Exchange Commission subsequent to the filing of the Original
Filing.
PART IV
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ITEM
15.
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EXHIBITS
AND FINANCIAL STATEMENT SCHEDULES
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| (a) | The following documents are filed as part of this report: |
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(1)
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Financial
Statements
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The
following report and consolidated financial statements of Cornerstone and
Subsidiaries are included in Item 8:
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Report
of Independent Registered Public Accounting Firm
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Consolidated
Balance Sheets as of December 31, 2009 and 2008
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Consolidated
Statements of Operations for the years ended December 31, 2009, 2008 and
2007
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Consolidated
Statement of Changes in Stockholders’ Equity for the years ended December
31, 2009, 2008 and 2007
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Consolidated
Statements of Cash Flows for the years ended December 31, 2009, 2008 and
2007
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Notes
to Consolidated Financial Statements
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(2)
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Financial
Statement Schedules:
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Schedule
II: Valuation and Qualifying Accounts
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All
other schedules for which provision is made in the applicable accounting
regulation of the Securities and Exchange Commission are not required
under the related instructions or are inapplicable and therefore have been
omitted.
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(3)
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The
following documents are filed or incorporated by reference as exhibits to
this report:
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Exhibit No.
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Description
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3.1
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Amended
and Restated Charter of Cornerstone Bancshares, Inc., as amended
(1)
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3.2
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[Intentionally
Omitted]
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3.3
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Amended
and Restated Bylaws of Cornerstone Bancshares, Inc. (3)
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4
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The
right of securities holders are defined in the Charter and Bylaws provided
in exhibits 3.1, 3.2 and 3.3 respectively.
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10.1*
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Cornerstone
Bancshares, Inc. Statutory and Nonstatutory Stock Option Plan.
(4)
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10.2*
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Cornerstone
Bancshares, Inc. 2002 Long-Term Incentive Plan. (5)
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10.3*
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Cornerstone
Bancshares, Inc. 2004 Non-Employee Director Plan. (6)
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10.4*
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Cornerstone
Community Bank Employee Stock Ownership Plan. (7)
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10.5*
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Key
Executive and Employment Agreement with Nathaniel F. Hughes, as amended.
(8)
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10.6*
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Key
Executive and Employment Agreement with Jerry D. Lee, as amended.
(9)
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10.7*‡
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Separation
Agreement dated November 12, 2009, by and among Gregory B. Jones,
Cornerstone Community Bank and Cornerstone Bancshares,
Inc.
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14
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Code
of Ethics. (10)
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21#
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Subsidiaries
of the registrant.
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31.1#
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Certification
of principal executive officer.
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31.2#
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Certification
of principal financial officer.
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31.3‡
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Certification
of principal executive officer.
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31.4‡
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Certification
of principal financial officer.
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32#
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Section
906 certifications of chief executive officer and chief financial
officer.
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32.1‡
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Section
906 certifications of chief executive officer and chief financial
officer.
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*
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Indicates
a management contract or compensatory plan or
arrangement.
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#
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Previously
filed with the registrant’s Form 10-K filed on March 31,
2010.
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‡
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Filed
herewith.
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(1)
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Incorporated
by reference to Exhibit 3.1 of the registrant’s Form 10-Q/A filed on May
5, 2010.
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(2)
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[Intentionally
Omitted]
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(3)
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Incorporated
by reference to Exhibit 3.2 of the registrant’s Form 10-KSB filed on March
24, 2004.
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(4)
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Incorporated
by reference to Exhibit 10.1 of the registrant’s Registration Statement on
Form S-1 filed on February 4, 2000, as amended (File No.
333-96185).
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(5)
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Incorporated
by reference to Exhibit 99.1 of the registrant’s Registration Statement on
Form S-8 filed March 5, 2004 (File No.
333-113314).
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(6)
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Incorporated
by reference to Exhibit 99.3 of the registrant’s Registration Statement on
Form S-8 filed March 5, 2004 (File No.
333-113314).
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(7)
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Incorporated
by reference to Exhibit 10.1 of the registrant’s Form 8-K filed on July
19, 2005.
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(8)
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Incorporated
by reference to Exhibit 10.3 of the registrant’s Registration Statement on
Form S-1 filed on February 4, 2000 (File No.
333-96185).
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(9)
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Incorporated
by reference to Exhibit 10.4 of the registrant’s Registration Statement on
Form S-1 filed on February 4, 2000 (File No.
333-96185).
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(10)
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Incorporated
by reference to Exhibit 14 of the registrant’s Form 10-KSB filed on March
24, 2004.
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SIGNATURES
In
accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the
Registrant has caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
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CORNERSTONE
BANCSHARES, INC.
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|||
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Date:
May 5,
2010
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By:
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/s/ Nathaniel F. Hughes
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Nathaniel
F. Hughes
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|||
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President
and Chief Executive Officer
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|||
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(principal
executive officer)
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By:
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/s/ Gary W. Petty, Jr.
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Gary
W. Petty, Jr.
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Senior
Vice President and Chief Financial Officer
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(principal
financial officer and accounting
officer)
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INDEX OF
EXHIBITS
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Exhibit No.
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Description
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3.1
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Amended
and Restated Charter of Cornerstone Bancshares, Inc., as amended
(1)
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3.2
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[Intentionally
Omitted]
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3.3
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Amended
and Restated Bylaws of Cornerstone Bancshares, Inc. (3)
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4
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The
right of securities holders are defined in the Charter and Bylaws provided
in exhibits 3.1, 3.2 and 3.3 respectively.
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10.1*
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Cornerstone
Bancshares, Inc. Statutory and Nonstatutory Stock Option Plan.
(4)
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10.2*
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Cornerstone
Bancshares, Inc. 2002 Long-Term Incentive Plan. (5)
|
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10.3*
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Cornerstone
Bancshares, Inc. 2004 Non-Employee Director Plan. (6)
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10.4*
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Cornerstone
Community Bank Employee Stock Ownership Plan. (7)
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10.5*
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Key
Executive and Employment Agreement with Nathaniel F. Hughes, as amended.
(8)
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10.6*
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Key
Executive and Employment Agreement with Jerry D. Lee, as amended.
(9)
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10.7*‡
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Separation
Agreement dated November 12, 2009, by and among Gregory B. Jones,
Cornerstone Community Bank and Cornerstone Bancshares,
Inc.
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14
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Code
of Ethics. (10)
|
|
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21#
|
Subsidiaries
of the registrant.
|
|
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31.1#
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Certification
of principal executive officer.
|
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31.2#
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Certification
of principal financial officer.
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31.3‡
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Certification
of principal executive officer.
|
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31.4‡
|
Certification
of principal financial officer.
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32#
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Section
906 certifications of chief executive officer and chief financial
officer.
|
|
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32.1‡
|
Section
906 certifications of chief executive officer and chief financial
officer.
|
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*
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Indicates
a management contract or compensatory plan or
arrangement.
|
|
#
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Previously
filed with the registrant’s Form 10-K filed on March 31,
2010.
|
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‡
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Filed
herewith.
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(1)
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Incorporated
by reference to Exhibit 3.1 of the registrant’s Form 10-Q/A filed on May
5, 2010.
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(2)
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[Intentionally
Omitted]
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(3)
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Incorporated
by reference to Exhibit 3.2 of the registrant’s Form 10-KSB filed on March
24, 2004.
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(4)
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Incorporated
by reference to Exhibit 10.1 of the registrant’s Registration Statement on
Form S-1 filed on February 4, 2000, as amended (File No.
333-96185).
|
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(5)
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Incorporated
by reference to Exhibit 99.1 of the registrant’s Registration Statement on
Form S-8 filed March 5, 2004 (File No.
333-113314).
|
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(6)
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Incorporated
by reference to Exhibit 99.3 of the registrant’s Registration Statement on
Form S-8 filed March 5, 2004 (File No.
333-113314).
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(7)
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Incorporated
by reference to Exhibit 10.1 of the registrant’s Form 8-K filed on July
19, 2005.
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(8)
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Incorporated
by reference to Exhibit 10.3 of the registrant’s Registration Statement on
Form S-1 filed on February 4, 2000 (File No.
333-96185).
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(9)
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Incorporated
by reference to Exhibit 10.4 of the registrant’s Registration Statement on
Form S-1 filed on February 4, 2000 (File No.
333-96185).
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(10)
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Incorporated
by reference to Exhibit 14 of the registrant’s Form 10-KSB filed on March
24, 2004.
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