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Table of Contents

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 10-K/A

(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, 2011

or

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 0-26850

 

 

FIRST DEFIANCE FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

 

OHIO   34-1803915

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification Number)

601 Clinton Street, Defiance, Ohio   43512
(Address of principal executive offices)   (Zip code)

Registrant’s telephone number, including area code: (419) 782-5015

Securities registered pursuant to Section 12(b) of the Act:

 

Common Stock, Par Value $0.01 Per Share   The NASDAQ Stock Market
(Title of Class)   (Name of each exchange on which registered)

Securities registered pursuant to Section 12(g) of the Act:

None

(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 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 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 checkmark 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  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.  ¨

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.

 

Large accelerated filer   ¨    Accelerated filer   x
Non-accelerated filer   ¨    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  ¨    No  x

As of February 29, 2012, there were issued and outstanding 9,726,454 shares of the Registrant’s common stock.

The aggregate market value of the voting stock held by non-affiliates of the Registrant computed by reference to the average bid and ask price of such stock as of June 30, 2011 was approximately $137.4 million.

 

 

Documents Incorporated by Reference

Part III of this Form 10-K incorporates by reference certain information from the registrant’s definitive Proxy Statement for the 2012 Annual Shareholders’ Meeting.

 

 

 


Table of Contents

Explanatory Note

This Amendment No. 1 on Form 10-K/A (this “Amendment”) is being filed by First Defiance Financial Corp. (“First Defiance” or the “Company”) to amend its Annual Report on Form 10-K for the year ended December 31, 2011, filed with the Securities and Exchange Commission on March 7, 2012 (the “Original 10-K”). This Amendment is being filed to revise the referenced filing date of the Proxy Statement that is incorporated by reference in Part III, Items 10 and 11 and to revise the names of the sections referenced to match those in the Proxy Statement.

Except for the foregoing, the Original 10-K remains unchanged. This Amendment does not reflect any events that may have occurred subsequent to the filing date of the Original 10-K of March 7, 2012, nor does it modify or otherwise update in any way the disclosures made in the Original 10-K.


Table of Contents

First Defiance Financial Corp.

Amendment No. 1 on Form 10-K/A

Cross Reference Index

 

         Page  
PART III     
Item 10.   Directors, Executive Officers and Corporate Governance      1   
Item 11.   Executive Compensation      1   
PART IV     
Item 15.   Exhibits, Financial Statement Schedules      1   
SIGNATURES        2   


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PART III

 

Item 10. Directors, Executive Officers and Corporate Governance

The information required herein is incorporated by reference from the sections captioned: “Proposal 1 - Election of Directors,” “Executive Officers” and “Section 16(a) Beneficial Ownership Reporting Compliance” of the definitive proxy statement to be filed on or about March 26, 2012 (the “Proxy Statement”).

First Defiance has adopted a Code of Ethics applicable to all officers, directors and employees that complies with SEC requirements, and is available on its Internet site at www.fdef.com under the Investor Relations tab.

 

Item 11. Executive Compensation

Information required by this item is set forth under the captions “Compensation Discussion and Analysis,” “Executive Compensation,” “2011 Director Compensation,” “Compensation Committee Report” and “Compensation Committee Interlocks and Insider Participation” of the Proxy Statement.

PART IV

 

Item 15. Exhibits, Financial Statement Schedules

 

(a) Financial Statements

The following documents are filed as Item 8 of this Form 10-K.

 

(A)   Report of Independent Registered Public Accounting Firm (Crowe Horwath LLP)

 

(B)   Consolidated Statements of Financial Condition as of December 31, 2011 and 2010

 

(C)   Consolidated Statements of Income for the years ended December 31, 2011, 2010 and 2009

 

(D)   Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2011, 2010 and 2009

 

(E)   Consolidated Statements of Cash Flows for the years ended December 31, 2011, 2010 and 2009

 

(F)    Notes to Consolidated Financial Statements

 

(1) We are not filing separate financial statement schedules because of the absence of conditions under which they are required or because the required information is included in the consolidated financial statements or the related notes.

 

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Table of Contents

SIGNATURES

Pursuant to the requirements of Sections 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.

 

  FIRST DEFIANCE FINANCIAL CORP.
April 3, 2012   By:  

/s/ Donald P. Hileman

    Donald P. Hileman, Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on April 3, 2012.

 

Signature

  

Title

/s/ William J. Small

   Chairman of the Board, President and
William J. Small    Chief Executive Officer

/s/ Donald P. Hileman

   Executive Vice President and Chief
Donald P. Hileman    Financial Officer (principal accounting officer)

/s/ James L. Rohrs

   Director, Executive Vice President
James L. Rohrs   

/s/ Stephen L. Boomer

   Director, Vice Chairman
Stephen L. Boomer   

/s/ John L. Bookmyer

   Director
John L. Bookmyer   

/s/ Dr. Douglas A. Burgei

   Director
Dr. Douglas A. Burgei   

/s/ Peter A. Diehl

   Director
Peter A. Diehl   

/s/ Barb A. Mitzel

   Director
Barb A. Mitzel   

/s/ Dwain I. Metzger

   Director
Dwain I. Metzger   

/s/ Jean A. Hubbard

   Director
Jean A. Hubbard   

/s/ Samuel S. Strausbaugh

   Director
Samuel S. Strausbaugh   

/s/ Thomas A. Voigt

   Director
Thomas A. Voigt   

 

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Table of Contents

Exhibit Index

This report incorporates by reference the documents listed below that we have previously filed with the SEC. The SEC allows us to incorporate by reference information in this document. The information incorporated by reference is considered to be part of this document.

This information may be read and copied at the Public Reference Room of the SEC at 100 F Street, N.E., Washington D.C. 20549. The SEC also maintains an internet web site that contains reports, proxy statements, and other information about issuers, like First Defiance, who file electronically with the SEC. The address of the site is http://www.sec.gov. The reports and other information filed by First Defiance with the SEC are also available at the First Defiance Financial Corp. web site. The address of the site is http://www.fdef.com. Except as specifically incorporated by reference into this Annual Report on Form 10-K, information on those web sites is not part of this report.

 

Exhibit
Number

  

Description

      
  3.1    Articles of Incorporation      (1
  3.2    Code of Regulations      (1
  3.3    Bylaws      (1
  3.4    Amendment to Articles of Incorporation      (11
  4.1   

Agreement to furnish instruments and agreements defining

rights of holders of long-term debt

     (16
  4.2    Form of Warrant for Purchase of Shares of Common Stock      (15
10.1    1996 Stock Option Plan      (2
10.2    Form of Incentive Stock Option Award Agreement under 2001 Plan      (3
10.3    Form of Nonqualified Stock Option Award Agreement under 1996 Plan      (3
10.4    1996 Management Recognition Plan and Trust      (8
10.5    2001 Stock Option and Incentive Plan      (5
10.7    Employment Agreement with William J. Small      (6
10.8    Employment Agreement with James L. Rohrs      (7
10.9    Employment Agreement with Donald P. Hileman      (18
10.10    Employment Agreement with Gregory R. Allen      (9
10.12    2005 Stock Option and Incentive Plan      (10
10.13    Letter Agreement, dated December 5, 2008, between First Defiance and the U.S. Treasury      (12
10.14    2008 Long Term Incentive Compensation Plan (LTIP)      (13
10.15    Form of Contingent Award Agreement under LTIP      (14
10.16    Form of Stock Option Award Agreement under 2005 Plan      (4
10.17    Amendment to all Employment Agreements for CPP      (4
10.18    Form of Agreement for CPP Compensation Standards      (21
10.19    Form of Option Award Agreement with EESA restriction under 2005 Plan      (21
10.20    First Federal Executive Group Life Plan – Post Separation      (19
10.21    2010 Equity Incentive Plan      (20
10.22    Form of Restricted Stock Award Agreement      (22
10.23    2010 Equity Plan Form of Long-Term Incentive Plan Award Agreement      (23
10.24    2010 Equity Plan Form of Short-Term Incentive Plan Award Agreement      (24
10.25    2010 Equity Plan Form of Long-Term Incentive Plan Award Agreement (with TARP Restrictions)      (25
10.26    2010 Equity Plan Form of Short-Term Incentive Plan Award Agreement (with TARP Restrictions)      (26
21    List of Subsidiaries of the Company      (16
23.1    Consent of Crowe Horwath LLP      (16
31.1    Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Registrant’s 2011 Form 10-K      (16
31.2    Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Registrant’s 2011 Form 10-K      (16

 

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31.3    Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002      (17
31.4    Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002      (17
32.1    Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002      (16
32.2    Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002      (16
99.1    PEO TARP Capital Purchase Program Certification      (16
99.2    PFO TARP Capital Purchase Program Certification      (16
101    Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Condensed Balance Sheet, (ii) the Consolidated Condensed Statements of Income, (iii) the Consolidated Condensed Statements of Changes in Equity, (iv) the Consolidated Condensed Statements of Cash Flows, and (v) the Notes to Consolidated Condensed Financial Statements tagged as blocks of text and in detail.      (16

 

(1)    Incorporated herein by reference to the like numbered exhibit in the Registrant’s Form S-1 (File No. 33-93354)

(2)    Incorporated herein by reference to like numbered exhibit in Registrant’s 2001 Form 10-K (Film No. 02580719)

(3)    Incorporated herein by reference to like numbered exhibit in Registrant’s 2004 Form 10-K (Film No. 0568550)

(4)    Incorporated herein by reference to like numbered exhibit in Registrant’s 2008 Form 10-K (Film No. 09683948)

(5)    Incorporated herein by reference to Appendix B to the 2001 Proxy Statement (Film No. 1577137)

(6)    Incorporated herein by reference to exhibit 10.1 in Form 8-K filed October 1, 2007 (Film No. 071144951)

(7)    Incorporated herein by reference to exhibit 10.2 in Form 8-K filed October 1, 2007 (Film No. 071144951)

(8)    Incorporated herein by reference to exhibit 10.2 in Registrant’s 2001 Form 10-K (Film No. 02580719)

(9)    Incorporated herein by reference to exhibit 10.4 in Form 8-K filed October 1, 2007 (Film No. 071144951)

(10)  Incorporated herein by reference to Appendix A to the 2005 Proxy Statement (Film No. 05692264)

(11)  Incorporated herein by reference to exhibit 3 in Form 8-K filed December 8, 2008 (Film No. 081236105)

(12)  Incorporated herein by reference to exhibit 10 in Form 8-K filed December 8, 2008 (Film No. 081236105)

(13)  Incorporated herein by reference to exhibit 10.1 in Form 8-K filed December 12, 2008 (Film No. 081245224)

(14)  Incorporated herein by reference to exhibit 10.2 in Form 8-K filed December 12, 2008 (Film No. 081245224)

(15)  Incorporated herein by reference to exhibit 4 in Form 8-K filed December 8, 2008 (Film No. 081236105)

(16)  Incorporated herein by reference to like numbered exhibit in Registrant’s 2011 Form 10-K (Film No. 12672883)

(17)  Included herein

(18)  Incorporated herein by reference to exhibit 10.1 in Form 8-K filed December 16, 2009 (Film No. 091245196)

(19)  Incorporated herein by reference to exhibit 10.1 in Form 10-Q filed November 2, 2010 (Film No. 101158262)

(20)  Incorporated herein by reference to Annex A to 2010 Proxy Statement (Film No. 10693151)

(21)  Incorporated herein by reference to like numbered exhibit in Registrant’s 2010 Form 10-K (Film No. 10652528)

(22)  Incorporated herein by reference to exhibit 10.1 in Form 10-Q filed May 5, 2011 (Film No. 11803357)

(23)  Incorporated herein by reference to exhibit 10.1 in Form 10-Q filed November 8, 2011 (Film No. 111188059)

(24)  Incorporated herein by reference to exhibit 10.2 in Form 10-Q filed November 8, 2011 (Film No. 111188059)

(25)  Incorporated herein by reference to exhibit 10.3 in Form 10-Q filed November 8, 2011 (Film No. 111188059)

(26)  Incorporated herein by reference to exhibit 10.4 in Form 10-Q filed November 8, 2011 (Film No. 111188059)

 

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