Attached files
| file | filename |
|---|---|
| EX-31 - EXHIBIT 31-2 - Corning Natural Gas Holding Corp | exhibit31-2.htm |
| EX-32 - EXHIBIT 32 - Corning Natural Gas Holding Corp | exhibit32-1.htm |
| EX-31 - EXHIBIT 31-1 - Corning Natural Gas Holding Corp | exhibit31-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 2)
[X]
___ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 2013
OR
[_]___TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 000-00643
Corning Natural Gas Holding Corporation
(Exact name of registrant as specified in its charter)
|
New York |
46-3235589 |
|
|
(State or other jurisdiction of incorporation or organization) |
(I.R.S. employer Identification no.) |
330 W. William St.
Corning, New York 14830
(Address of principal executive offices, including zip code)
(607) 936-3755
(Registrant's telephone number, including area code)
Securities registered pursuant to Section12(b) of the Act:
None
Securities registered pursuant to Section12(g) of the Act:
Common Stock, par value $.01 per share
(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 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 Section13 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 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. [_]
Indicate by check mark 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 (Section 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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.
|
Large accelerated Filer [ _] |
Accelerated Filer[ _] |
|
Non-Accelerated Filer [ _] |
Smaller Reporting Company [X] |
Indicate by check mark whether the registrant is a shell company.Yes [
_] No [X]The aggregate market value of the 1,389,226 shares of the Common Stock held by non-affiliates of the Registrant at the $15.49 average of bid and asked prices as of the last business day of registrant's most recently completed second fiscal quarter, March 31,
2013, was $21,519,111.Number of shares of Common Stock outstanding as of the close of business on December 1, 2013: 2,264,771
Explanation of Amendment
Corning Natural Gas Holding Corporation is filing this Form 10-K/A as Amendment No. 2 (the "Amendment") to its Annual Report on Form 10-K for the fiscal year ended September 30, 2013 (the "Annual Report") that was filed with the Securities and Exchange Commission (the "SEC") on December 27, 2013, as amended by Amendment No. 1 to the Annual Report filed on Form 10-K/A with the SEC on January 24, 2014 ("Amendment No. 1"). This Amendment is being filed for the purpose of correcting (a) the number of shares of common stock outstanding as of January 24, 2014, and (b) the beneficial ownership table in Item 12 -- Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters, each as set forth in Amendment No. 1 to the Annual Report.
Except as described above, no other amendments are being made to the Annual Report.This Amendment does not reflect events occurring after the September 30, 2013 fiscal year end except as expressly set forth in the December 27, 2013 filing of the Annual Report, Amendment No. 1, or herein, or modify or update the disclosure contained in the Annual Report or Amendment No. 1 in any way other than as required to reflect the additions discussed above and reflected below.
EXPLANATORY NOTE
Corning Natural Gas Holding Corporation ("Holding Company") is a successor issuer to Corning Natural Gas Corporation ("Company") as of November 12, 2013 as a result of a share-for-share exchange (the "Share Exchange"), creating a holding company structure. See "Item1. Business - Recent Developments" and elsewhere in the Annual Report on Form 10-K. As of the fiscal year end September30, 2013, Holding Company was a newly-formed New York corporation with no assets, liabilities or operations, and a wholly-owned subsidiary of the Company. Accordingly, no separate financial statements of Holding Company are included. As of November 12, 2013, the Company is a wholly-owned subsidiary of Holding Company.
Page 2.
PART III
ITEM 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Security Ownership of Principal Shareholders and Management.As of January 24, 2014, there are 2,270,865 shares of common stock outstanding. The following table sets forth, as of January 24, 2014 information regarding the beneficial ownership of our common stock, by each shareholder known by us to be the beneficial owner of more than 5% of our stock, each director, each executive officer, and all our directors and executive officers as a group. The shares that each beneficial owner has the right to acquire are added to total shares for purposes of calculating percentage of ownership of common stock outstanding. As previously noted, all shares of the Company's common stock were exchanged for shares of the Holding Company's stock on a 1:1 basis effective November 12, 2013.
|
Names and Address (1)(2) |
Common Stock Shares |
Right to Acquire (3) |
Total |
Percentage |
||||
|
The Gabelli Group (4) |
440,820 |
-- |
440,820 |
19.41% |
||||
|
One Corporate Center |
||||||||
|
Rye, NY 10580 |
||||||||
|
Michael I. German (5) |
430,745 |
7,500 |
438,245 |
19.30% |
||||
|
Anita G. Zucker, trustee of |
214,451 |
-- |
214,451 |
9.44% |
||||
|
the Article 6 Marital Trust (6)under The First Amended and Restated Jerry Zucker Revocable Trust 4838 Jenkins Avenue North Charleston, SC 29405 |
||||||||
|
Mirabito Holdings, Inc. (7) |
185,425 |
-- |
185,425 |
8.17% |
||||
|
49 Court Street, PO Box 5306 |
||||||||
|
Binghamton, NY 13901 |
||||||||
|
Mitchell Partners, L.P. (8) |
135,488 |
-- |
135,488 |
5.97% |
||||
|
3187-D Airway Avenue |
||||||||
|
Costa Mesa, CA 92626 |
||||||||
|
Ted W. Gibson (9) |
103,212 |
-- |
103,212 |
4.55% |
||||
|
Henry B. Cook, Jr. (10) |
23,222 |
-- |
23,222 |
* |
||||
|
Firouzeh Sarhangi (11) |
14,912 |
1,500 |
16,412 |
* |
||||
|
GeorgeJ. Welch (12) |
15,539 |
-- |
15,539 |
* |
||||
|
Stanley G. Sleve (13) |
8,948 |
1,500 |
10,448 |
* |
||||
|
Joseph P. Mirabito (14) |
192,689 |
-- |
192,689 |
8.49% |
||||
|
William Mirabito (15) |
190,389 |
-- |
190,389 |
8.38% |
||||
|
John B, Williamson III 16) |
7,110 |
-- |
7,110 |
* |
||||
|
Russell Miller (17) |
766 |
1,500 |
2,266 |
* |
||||
|
Matthew Cook (18) |
618 |
1,500 |
2,118 |
* |
||||
|
All directors, director nominees |
||||||||
|
and executive officers as a group |
||||||||
|
(11 individuals)(19) |
802,725 |
13,500 |
816,225 |
35.94% |
||||
* Less than 1 percent
|
(1) |
Unless otherwise indicated, we believe that all persons named in the table have sole investment and voting power over the shares of common stock owned. |
|
(2) |
Unless otherwise indicated, the address of each beneficial owner is c/o Corning Natural Gas Holding Corporation, 330 West William Street, Corning, New York 14830. |
|
(3) |
Shares of common stock the beneficial owner has the right to acquire through stock options or warrants that are or will become exercisable within 60 days. |
Page 3.
|
(4) |
Includes 350,251 shares of common stock held by Gabelli Funds, LLC and 90,569 shares held by Teton Advisors, Inc. Each of Gabelli Funds and Teton Advisors has sole voting and dispositive power over the shares of common stock held by it. Based solely on information in Amendment No. 15 to Schedule 13D filed with the SEC on September 21, 2012. |
|
(5) |
Includes (a) 7,660 shares of common stock owned by Mr. German's son which Mr. German disclaims beneficial ownership except to the extent of his pecuniary interest therein, (b) 7,500 options to purchase common stock and (c) 11,511 shares of common stock acquired through the Holding Company's Dividend Reinvestment Program. |
|
(6) |
Based solely on information in Amendment No. 1 to Schedule 13D filed with the SEC on September 24, 2012. |
|
(7) |
Based solely on information in Amendment No. 1 to Schedule 13G filed with the SEC on September 13, 2010 and the Form 4 filed with the SEC on October 12, 2012 and adjusted for the shares of common stock purchased by the corporation pursuant to the Company's rights offering in September 2012. |
|
(8) |
Based solely on information in Amendment 3 to the Schedule 13G filed with the SEC on February 7, 2013. |
|
(9) |
Includes 8,025 shares of restricted stock. |
|
(10) |
Includes 7,950 shares of restricted stock and 600 shares of common stock acquired through the Holding Company's Dividend Reinvestment Program. |
|
(11) |
Includes 600 shares of restricted stock, options to purchase 1,500 shares of common stock and 368 shares of common stock acquired through the Holding Company's Dividend Reinvestment Program. |
|
(12) |
Includes 7,875 shares of restricted stock and 637 shares of common stock acquired through the Holding Company's Dividend Reinvestment Program.6,819 shares of common stock are beneficially owned by Vincent J. Welch Trust, of which Mr. Welch is one of three trustees having voting and investment powers. |
|
(13) |
Includes 600 shares of restricted stock, options to purchase 1,500 shares of common stock and 467 shares of common stock acquired through the Holding Company's Dividend Reinvestment Program. |
|
(14) |
Includes 4,747 shares of restricted stock and 2,229 shares held by Mr. Mirabito's wife. Mr. Mirabito disclaims beneficial ownership of the securities owned by his wife except to the extent of his pecuniary interest therein. Also includes 185,425 shares of common stock owned by Mirabito Holdings, Inc. Mr. Mirabito is the chief executive officer of Mirabito Holdings, Inc. and holds a 20% ownership interest in the corporation. |
|
(15) |
Includes 4,747 shares of restricted stock. Also includes 185,425 shares of common stock owned by Mirabito Holdings, Inc. Mr. Mirabito is the vice president of Mirabito Holdings, Inc. and holds a 21% ownership interest in the corporation. |
|
(16) |
Includes 4,747 shares of restricted stock and 1,687 shares owned jointly with spouse. |
|
(17) |
Includes (a) 600 shares of restricted stock, (b) options to purchase 1,500 shares of common stock, (c) 53 shares owned by Mr. Miller's wife and (d) 28 shares of common stock acquired through the Holding Company's Dividend Reinvestment Program. Mr. Miller disclaims beneficial ownership of the securities owned by his wife except to the extent of his pecuniary interest therein. |
|
(18) |
Includes 600 shares of restricted stock, 9 shares of common stock acquired through the Holding Company's Dividend Reinvestment Program and options to purchase 1,500 shares of common stock. \ |
|
(19) |
Includes 185,425 shares of common stock owned by Mirabito Holdings, Inc. Mr. Joseph Mirabito is the chief executive officer of Mirabito Holdings, Inc. and holds a 20% ownership interest in the corporation, and Mr. William is the vice president of Mirabito Holdings, Inc. and holds a 21 % ownership interest in the corporation. |
Page 4.
Equity Compensation Plan Information.The Corning Natural Gas Corporation 2007 Stock Plan provides for the issuance of 121,432 shares of our common stock.Beginning in 2008 and continuing for a period of nine years, on the day of each annual meeting of shareholders, the total maximum number of shares available for issuance will automatically increase to the number of shares equal to 15% of the shares outstanding. On the date of the 2012 annual meeting, April 16, 2013, the total maximum number of shares available for issuance increased to 335,757. As of September 30, 2013, there were 13,500 options outstanding and the maximum number of shares available for future grants under the plan, excluding the 13,500 options outstanding, was 300,057. This plan was assumed by Holding Company as of November 12, 2013, and all outstanding grants were deemed to relate to common stock of Holding Company as of that date.
|
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 the first column) |
|||
|
Equity compensation plans approved |
13,500 |
$12.83 |
300,057 |
|||
|
by security holders |
||||||
|
Equity compensation plans not approved |
-- |
-- |
-- |
|||
|
by security holders |
||||||
|
Total |
13,500 |
$12.83 |
300,057 |
|
ITEM 15. Exhibits and Financial Statements Schedules |
||
|
2.1** |
Agreement and Plan of Exchange, dated September 12, 2013, between The Company and Holding Company (filed as Exhibit 2.1 to the Holding Company's Registration Statement on Form S-4 (No. 333-190348 (the "Form S-4") |
|
|
3.1** |
The Holding Company's Certificate of Incorporation, (included as Exhibit B to the Proxy Statement/Prospectus forming portion of the Form S-4) |
|
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3.2** |
Certificate of Exchange, dated November6, 2013, consented to by the New York Public Service Commission on November 8, 2013, and filed with the New York Department of State on November12, 2013 |
|
|
3.3** |
By-Laws of the Holding Company (included as Exhibit C to the Proxy Statement/Prospectus forming portion of the Form S-4) |
|
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4.1** |
See Exhibits 3.1 and 3.2 for provisions in the Holding Company's Certificate of Incorporation and By-laws defining the rights of holders of the Holding Company Common Stock |
|
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4.2* |
Amended and Restated 2007 Stock Plan (incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 10-Q dated August 12, 2009) |
|
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4.3** |
Dividend Reinvestment Plan (filed as Exhibit 4.3 of the Company's Registration Statement on Form S-1 (No. 333-182386), originally filed with the Securities And Exchange Commission on June 28, 2012) |
|
|
10.1* |
Employment Agreement dated November 30, 2006 between Michael German and the Company (incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K dated November 30, 2006) |
|
|
10.2* |
Amended and Restated Severance Agreement effective August 18, 2006 between the Company and Kenneth J. Robinson (incorporated by reference to Exhibit 10.18 of the Company's Current Report on Form 8-K dated August 14, 2006) |
|
|
10.3** |
Credit Agreement made by the Company to Manufacturers and Traders Trust Company dated October 16, 2008 (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K dated October 16, 2008) |
|
|
10.4** |
Replacement Term Note of Corning Gas in favor of Manufacturers and Traders Trust Company dated October 16, 2008 (incorporated by reference to Exhibit 10.2 of Corning Gas's Current Report on Form 8-K dated October 16, 2008) |
|
|
10.5** |
Demand Note made by Corning Gas in favor of Manufacturers and Traders Trust Company dated October 27, 2008 (incorporated by reference to Exhibit 10.1 of Corning Gas's Current Report on Form 8-K dated October 27, 2008) |
|
Page 5.
|
10.6** |
Amended Warrant Agreement dated July 1, 2009 (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K dated July 1, 2009) |
|
|
10.7* |
First Amendment to Employment Agreement between Michael I. German and the Company dated December 31, 2008 (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 10-Q dated August 12, 2009) |
|
|
10. 8** |
Amended and Restated 2007 Stock Plan (incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 10-Q dated August 12, 2009) |
|
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10.9** |
First Amendment to Note Agreements between The Company and Great West Life & Annuity Insurance Company dated December 1, 2009 (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K dated January 6, 2010) |
|
|
10.10** |
Intercreditor and Collateral Agency Agreement among Manufacturers and Traders Trust Company, as collateral agent and bank lender, and Great West Life & Annuity Insurance Company dated December 1, 2009 (incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K dated January 6, 2010) |
|
|
10.11** |
Amendment to Credit Agreement between the Company and Manufacturers and Traders Trust Company dated March 4, 2010 (incorporated by reference to Exhibit 10.1 of The Company's Current Report on Form 8-K dated March 8, 2010) |
|
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10.12** |
Replacement Term Note of The Company in favor of Manufacturers and Traders Trust Company dated March 4, 2010 (incorporated by reference to Exhibit 10.2 of The Company's Current Report on Form 8-K dated March 8, 2010) |
|
|
10.14** |
Commercial Promissory Note between the Company and Community Bank, N.A. dated March 31, 2010 (incorporated by reference to Exhibit 10.3 of The Company's Current Report on Form 8-K dated May 7, 2010) |
|
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10.15** |
Commercial Security Agreement between the Company and Community Bank, N.A. dated March 31, 2010 (incorporated by reference to Exhibit 10.4 of The Company's Current Report on Form 8-K dated May 7, 2010) |
|
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10.16** |
Commercial Security Agreement between The Company and Community Bank, N.A. dated March 31, 2010 (incorporated by reference to Exhibit 10.5 of The Company's Current Report on Form 8-K dated May 7, 2010) |
|
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10.17** |
Commitment Letter between The Company and Manufacturers and Traders Trust Company dated May 10, 2010 (incorporated by reference to Exhibit 10.16 of The Company's Current Report on Form 10-Q dated May 12, 2010) |
|
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10.18** |
Negotiated 311 Gas Transportation Agreement between The Company and Talisman Energy USA, Inc. dated May 13, 2010, with confidential portions redacted. Confidential information omitted and filed separately with the SEC (incorporated by reference to Exhibit 10.1 of The Company's Current Report on Form 8-K dated May 21, 2010) |
|
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10.19** |
Disclosure regarding Promissory Note between The Company and Five Star Bank dated September 27, 2010 (incorporated by reference to Item 7.01 on The Company's Current Report on Form 8-K dated August 27, 2010) |
|
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10.20** |
Letter of Commitment between The Company and Manufacturers and Traders Trust Company dated June 16, 2010 (incorporated by reference to Exhibit 10.1 of The Company's Current Report on Form 8-K dated October 27, 2010) |
|
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10.21** |
Multiple Disbursement Term Note between The Company and Manufacturers and Traders Trust Company dated October 27, 2010 (incorporated by reference to Exhibit 10.2 of The Company's Current Report on Form 8-K dated October 27, 2010) |
|
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10.22** |
General Security Agreement made by the Company and Manufacturers and Traders Trust Company dated October 27, 2010 (incorporated by reference to Exhibit 10.3 of the Company's Current Report on Form 8-K dated October 27, 2010) |
|
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10.23** |
Specific Security Agreement made by the Company and Manufacturers and Traders Trust Company dated October 27, 2010 (incorporated by reference to Exhibit 10.4 of The Company's Current Report on Form 8-K dated October 27, 2010) |
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10.24** |
Credit Agreement made by the Company and Manufacturers and Traders Trust Company dated October 27, 2010 (incorporated by reference to Exhibit 10.4 of the Company's Current Report on Form 8-K dated October 27, 2010) |
|
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10.25** |
Letter of Commitment between the Company and Community Bank N.A dated February 16, 2011 (incorporated by reference to Exhibit 10.1 of The Company's Current Report on Form 8-K dated February 28, 2011) |
|
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10.26** |
Letter of Credit Agreement between the Company and Community Bank N.A dated February 16, 2011 (incorporated by reference to Exhibit 10.2 of The Company's Current Report on Form 8-K dated February 28, 2011) |
|
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10.27** |
Change in Terms Agreement between the Company and Community Bank N.A. dated March 10, 2011 (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K dated March 10, 2011) |
|
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10.28** |
Multiple Disbursement Term Note between the Company and Manufacturers and Traders Trust Company dated July 14, 2011 (incorporated by reference to Exhibit 10.1 of The Company's Current Report on Form 8-K dated July 14, 2011) |
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10.29** |
Letter of Credit Agreement between the Company and Manufacturers and Traders Trust Company dated July 14, 2011 (incorporated by reference to Exhibit 10.1 of The Company's Current Report on Form 8-K dated July 14, 2011) |
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10.30** |
Promissory Note between the Company and Five Star Bank dated September 1, 2011 (incorporated by reference The Company's Current Report on Form 10-K, dated December 28, 2012) |
Page 6.
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10.31** |
Base Contract for Sale and Purchase of Natural Gas between the Company and ConocoPhillips dated April 1, 2011. Confidential information omitted and filed separately with the Securities and Exchange Commission (incorporated by reference to the Company's Current Report on Form 10-K/A, Amendment 2, dated January 27, 2012) |
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10.32** |
Purchase Agreement between the Company and Article 6 Marital Trust under the First Amended and Restated Jerry Zucker Revocable Trust dated April 2, 2007, dated January 23, 2012 (incorporated by reference to Exhibit 99.1 on The Company's Current Report on Form 8-K dated January 27, 2012) |
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10.33** |
Registration Rights Agreement between the Company and Article 6 Marital Trust under the First Amended and Restated Jerry Zucker Revocable Trust dated April 2, 2007, dated January 23, 2012 (incorporated by reference to Exhibit 99.2 on The Company's Current Report on Form 8-K dated January 27, 2012) |
|
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10.34** |
Commercial Line of Credit Agreement and Note between the Company and Community Bank N.A. dated February 27, 2012 (incorporated by reference to Exhibit 10.2 of The Company's Current Report on Form 8-K dated February 27, 2012) |
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10.35* |
Form of Change of Control Agreement between the Company and Firouzeh Sarhangi, Stanley G. Sleve, Matthew J. Cook and Russell Miller dated April 17, 2012 (incorporated by reference to Exhibit 10.1 of The Company's Current Report on Form 8-K dated April 17, 2012) |
|
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10.36* |
Settlement and Release Agreement between The Company and Thomas K. Barry dated December 30, 2011 (incorporated by reference to Exhibit 10.30 of The Company's Registration Statement on Form S-1 (No. 333-182386), originally filed with the Securities and Exchange Commission on June 28, 2012) |
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10.37** |
Operating Agreement of the Leatherstocking Pipeline Company, LLC (incorporated by reference to Exhibit 10.31 of The Company's Registration Statement on Form S-1 (No. 333-182386), originally filed with the Securities and Exchange Commission on June 28, 2012) |
|
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10.38** |
Operating Agreement of the Leatherstocking Gas Company, LLC (incorporated by reference to Exhibit 10.32 of the Company's Registration Statement on Form S-1 (No. 333-182386), originally filed with the Securities and Exchange Commission on June 28, 2012) |
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10.39** |
Line of Credit Agreement between The Company and Community Bank N.A. dated July 27, 2012 (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K dated July 30, 2012) |
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10.40** |
Term Loan Agreement between The Company and Community Bank N.A. dated July 27, 2012 (incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K dated July 30, 2012) |
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10.41** |
Promissory Note in the principal amount of $250,000 payable by The Company to Five Star Bank dated August 13, 2012 (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K dated August 15, 2012) |
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10.42** |
Promissory Note in the principal amount of $250,000 payable by The Company to Five Star Bank dated August 13, 2012 (incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K dated August 15, 2012) |
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10.43* |
Form of Restricted Stock Agreement - Officers under the Corning Natural Gas Corporation's Amended and Restated 2007 Stock Plan (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K dated December 11, 2012) |
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10.44* |
Form of Restricted Stock Agreement - Non-employee Directors under the Corning Natural Gas Corporation's Amended and Restated 2007 Stock Plan (incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K dated December 11, 2012) |
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10.45** |
10.2 Commercial Line of Credit Agreement and Note as of June 21, 2013 by and between Corning Natural Gas Corporation and Community Bank N.A. (incorporated by reference to Exhibit 10.2 of The Company's Current Report on Form 8-K dated June 21, 2013) |
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10.46** |
10.3 Addendum to Commercial Line of Credit Agreement and Note dated June 21, 2013 by and between Corning Natural Gas Corporation and Community Bank N.A. (incorporated by reference to Exhibit 10.3 of The Company's Current Report on Form 8-K dated June 21, 2013) |
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10.47** |
10.4 Agreement to Cancel Security Agreement dated June 21, 2013 by and between Corning Natural Gas Corporation and Community Bank N.A. (incorporated by reference to Exhibit 10.4 of the Company's Current Report on Form 8-K dated June 21, 2013) |
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10.48** |
Replacement Multiple Disbursement Term Note, dated as of September 3, 2013, by and between the Company and M&T Bank (incorporated by reference to Exhibit 10.1 of The Company's Current Report on Form 8-K dated September 3, 2013) |
|
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10.49** |
Replacement Term Note, dated as of September 3, 2013, by and between the Company and M&T Bank (incorporated by reference to Exhibit 10.2 of The Company's Current Report on Form 8-K dated September 3, 2013) |
|
|
10.50** |
Multiple Disbursement Term Note, dated as of September 3, 2013, by and between the Company and M&T Bank (incorporated by reference to Exhibit 10.3 of The Company's Current Report on Form 8-K dated September 3, 2013) |
|
|
10.51** |
Specific Security Agreement, dated as of September 3, 2013, by and between the Company and M&T Bank (incorporated by reference to Exhibit 10.4 of The Company's Current Report on Form 8-K dated September 3, 2013) |
Page 7
.
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16.1** |
Letter of EFP Rotenberg, LLP addressed to the Securities and Exchange Commission, dated September 11, 2013 (filed as Exhibit 16.1 to Form S-4) |
|
|
101** |
The following materials from the Corning Natural Gas Corporation Annual Report on Form 10-K for the period |
|
|
ended September 30, 2013, formatted in XBRL (eXtensible Business Reporting Language): |
||
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(i) the Condensed Consolidated Balance Sheets at September 30, 2013 and 2012 |
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(ii) the Condensed Consolidated Statements of Income and Comprehensive Income (Loss) for the years ended |
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September 30, 2013 and 2012 |
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(iii) the Condensed Consolidated Statements of Stockholders' Equity for the years ended |
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September 30, 2013 and 2012 |
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(iv) the Condensed Consolidated Statements of Cash Flows for the years ended September 30, 2013 and 2012 |
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(v) related notes to the Condensed Consolidated financial Statements |
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As provided in Rule 406T of Regulation S-T, this information is furnished and not filed for purposes of Sections 11 |
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and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934. |
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31.1*** |
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act - Michael I. German |
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31.2*** |
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act - Firouzeh Sarhangi |
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32.1*** |
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act |
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* |
Indicates management contract or compensatory plan or arrangement that was previously filed with, or incorporated by reference into, Corning Natural Gas Holding Corporation's Annual Report on Form 10-K for the fiscal year ended September 30, 2013 as filed with the Securities and Exchange Commission on December 27, 2013. |
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** |
Previously filed with, or incorporated by reference into, Corning Natural Gas Holding Corporation's Annual Report on Form 10-K for the fiscal year ended September 30, 2013 as filed with the Securities and Exchange Commission on December 27, 2013. |
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*** |
Filed herewith |
SIGNATURES
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.
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Corning Natural Gas Holding Corporation (Registrant) |
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Date January 28, 2014 |
/s/ Firouzeh Sarhangi |
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By: Firouzeh Sarhangi, Chief Financial Officer and Treasurer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this Amendment No. 2 to Annual Report has been signed below by the following persons on behalf of the registrant and in the capacitated and on the dates indicated.
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/s/ Michael I. German |
Chief Executive Officer, |
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Michael I. German |
President and Director |
January 28, 2014 |
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/s/ Firouzeh Sarhangi |
Chief Financial Officer and |
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Firouzeh Sarhangi |
Treasurer |
January 28, 2014 |
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/s/ Henry B. Cook, Jr. |
Chairman of the Board and |
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Henry B. Cook, Jr. |
Director |
January 28, 2014 |
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Page 8
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/s/ Ted W. Gibson |
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Ted W. Gibson |
Director |
January 28, 2014 |
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/s/ Joseph P. Mirabito |
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Joseph P. Mirabito |
Director |
January 28, 2014 |
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/s/ William Mirabito |
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William Mirabito |
Director |
January 28, 2014 |
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/s/ George J. Welch |
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George J. Welch |
Director |
January 28, 2014 |
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/s/ John B. Williamson III |
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John B. Williamson III |
Director |
January 28, 2014 |
Page 9.