WashingtonFirst Bankshares, Inc. - FORM 10-K/A

Attached files

file	filename
EX-32.1 - EXHIBIT - WashingtonFirst Bankshares, Inc.	wfbi201310kaex321.htm
EX-31.1 - EXHIBIT - WashingtonFirst Bankshares, Inc.	wfbi201310kaex311.htm
EX-31.2 - EXHIBIT - WashingtonFirst Bankshares, Inc.	wfbi201310kaex312.htm

As filed with the Securities and Exchange Commission on October 23, 2014

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A

(Amendment No.1)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2013

Commission File Number: 001-35768

_____________________________________________________________________________________________

WASHINGTONFIRST BANKSHARES, INC.

(Exact name of registrant as specified in its charter)



VIRGINIA		26-4480276
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

11921 Freedom Drive, Suite 250, Reston, Virginia 20190

(Address of principal executive offices) (Zip Code)

(703) 840-2410

(Registrant’s telephone number, including area code)

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 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	o	Accelerated filer	o
Non-accelerated filer	o	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 o No x

The aggregate market value of the common stock voting and common stock non-voting held by non-affiliates of the registrant was $67.2 million as of June 30, 2013, based upon the closing prices on June 30, 2013 reported by the NASDAQ Stock Market.

As of March 14, 2014, the registrant had outstanding 6,565,376 shares of voting common stock and 1,096,359 shares of non-voting common stock.

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A (“Amendment No. 1”) to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2013 (the "Annual Report") is being filed solely to attach signatures of a majority of the registrant’s directors as required by General Instruction D of Form 10-K. Director approval was received at a regularly scheduled meeting of the board of directors on March 19, 2014 but the Annual Report as filed inadvertently failed to include the directors’ signature pages. Therefore, the required signatures are set forth on the pages immediately following this Explanatory Note.

As required by the rules of the SEC, this Amendment No. 1 includes in Part IV new certifications of our Chief Executive Officer and Chief Financial Officer (Exhibits 31.1, 31.2, and 32.1).

Except as set forth above, no changes have been made to the Annual Report, and this Amendment No. 1 does not amend, modify or update the disclosures in the Annual Report in any way.

DIRECTORS SIGNATURES

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 and on the dates indicated.



March 19, 2014		/s/ Charles E. Andrews
Date		Charles E. Andrews
		Director

March 19, 2014		/s/ George W. Connors IV
Date		George W. Connors IV
		Director, President & Chief Lending Officer

March 19, 2014		/s/ Josephine S. Cooper
Date		Josephine S. Cooper
		Director

March 19, 2014		/s/ John H. Dalton
Date		John H. Dalton
		Director

March 19, 2014		/s/ Donald W. Fisher
Date		Donald W. Fisher
		Director

March 19, 2014		/s/ Richard D. Horn
Date		Richard D. Horn
		Director and General Counsel

March 19, 2014		/s/ John J. Mahoney
Date		John J. Mahoney
		Director

March 19, 2014		/s/ Juan A. Mencia
Date		Juan A. Mencia
		Director

March 19, 2014		/s/ Larry D. Meyers
Date		Larry D. Meyers
		Director

March 19, 2014		/s/ Mark C. Michael
Date		Mark C. Michael
		Director

March 19, 2014		/s/ Madhu K. Mohan, MD
Date		Madhu K. Mohan, MD
		Director



March 19, 2014		/s/ Ken Morrissette
Date		Ken Morrissette
		Director

March 19, 2014		/s/ James P. Muldoon
Date		James P. Muldoon
		Director

March 19, 2014		/s/ William C. Oldaker
Date		William C. Oldaker
		Director

March 19, 2014		/s/ Randall S. Peyton, MD
Date		Randall S. Peyton, MD
		Director

March 19, 2014		/s/ Joe R. Reeder
Date		Joe R. Reeder
		Director

March 19, 2014		/s/ William G. Reilly
Date		William G. Reilly
		Director

March 19, 2014		/s/ Gail R. Steckler
Date		Gail R. Steckler
		Director

March 19, 2014		/s/ Johnnie E. Wilson
Date		Johnnie E. Wilson
		Director

March 19, 2014		/s/ Shaza L. Anderson
Date		Shaza L. Andersen
		Director and Chief Executive Officer
		(Principal Executive Officer)

March 19, 2014		/s/ Matthew R. Johnson
Date		Matthew R. Johnson
		Executive Vice President & Chief Financial Officer
		(Principal Financial and Accounting Officer)

PART IV

Item 15. Exhibits, Financial Statement Schedules

(a) The following financial statements, financial statement schedules and exhibits are filed as a part of this report:


1.	Financial Statements. WashingtonFirst’s consolidated financial statements are included in Item 8 of this report.


2.	Financial Statement Schedules. Financial statement schedules have been omitted because they are either not required, not applicable or the information required to be presented is included in WashingtonFirst’s financial statements and related notes.


3.	Exhibits. The following exhibits are filed herewith pursuant to the requirements of Item 601 of Regulation S-K:

EXHIBIT LIST



Exhibit		Description

2.1†		Agreement and Plan of Reorganization, dated as of May 3, 2012, by and among WashingtonFirst Bankshares, Inc., Alliance Bankshares Corporation and Alliance Bank Corporation (included as Appendix A to Amendment No. 3 to the Registration Statement on Form S-4 filed with the Securities and Exchange Commission by WashingtonFirst Bankshares, Inc. on November 9, 2012 (File No. 333-183255)).

2.2		Amendment No. 1, dated August 9, 2012, to the Agreement and Plan of Reorganization, dated as of May 3, 2012, by and among WashingtonFirst Bankshares, Inc., Alliance Bankshares Corporation and Alliance Bank Corporation (included as Appendix A to Amendment No. 3 to the Registration Statement on Form S-4 filed with the Securities and Exchange Commission by WashingtonFirst Bankshares, Inc. on November 9, 2012 (File No. 333-183255)).

3.1		Articles of Incorporation of WashingtonFirst Bankshares, Inc. filed February 25, 2009, as amended (filed as Exhibit 3.1 to Form 8-K filed with the Securities and Exchange Commission by WashingtonFirst on December 21, 2012 (File No. 001-35768)).

3.2		Articles of Amendment to the Articles of Incorporation of WashingtonFirst Bankshares, Inc. filed January 28, 2013 (filed as Exhibit 3.1 to Form 8-K filed with the Securities and Exchange Commission by WashingtonFirst on February 6, 2013 (File No. 001-35768)).

3.3		Bylaws of WashingtonFirst Bankshares, Inc. adopted February 25, 2009 (included as Exhibit 3.7 to the Registration Statement on Form S-4 filed with the Securities and Exchange Commission by WashingtonFirst Bankshares, Inc. on August 13, 2012 (File No. 333-183255)).

4.1		Form of certificate representing shares of WashingtonFirst Bankshares, Inc.’s common stock (included as Exhibit 4.1 to Amendment No. 1 to the Registration Statement on Form S-4 filed with the Securities and Exchange Commission by WashingtonFirst Bankshares, Inc. on September 21, 2012 (File No. 333-183255)).

4.2		WashingtonFirst Bankshares, Inc. Senior Non-Cumulative Perpetual Preferred Stock, Series D (included as part of Exhibit 3.5 to the Registration Statement on Form S-4 filed with the Securities and Exchange Commission by WashingtonFirst Bankshares, Inc. on August 13, 2012 (File No. 333-183255)).

4.3		Form of certificate representing shares of WashingtonFirst Bankshares, Inc.’s non-voting common stock (included as Exhibit 4.3 to Amendment No. 2 to the Registration Statement on Form S-4 filed with the Securities and Exchange Commission by WashingtonFirst Bankshares, Inc. on November 5, 2012 (File No. 333-183255)).

10.1		Second Amended and Restated Executive Employment Agreement, dated September 21, 2012, by and between WashingtonFirst Bank and Shaza L. Andersen (included as Exhibit 10.1 to Amendment No. 1 to the Registration Statement on Form S-4 filed with the Securities and Exchange Commission by WashingtonFirst Bankshares, Inc. on September 21, 2012 (File No. 333-183255)).




*		Filed with this Annual Report on Form 10-K.

**		Furnished with this Annual Report on Form 10-K.

***		Filed with this Amendment No. 1 on Form 10-K/A.

†		The schedules to this agreement have been omitted for this filing pursuant to Item 601(b)(2) of Regulation S-K. The registrant will furnish copies of such schedules to the SEC upon request.



Exhibit		Description

10.2		Second Amended and Restated Severance Payment Agreement, dated September 21, 2012, by and between WashingtonFirst Bank and Richard D. Horn (included as Exhibit 10.2 to Amendment No. 1 to the Registration Statement on Form S-4 filed with the Securities and Exchange Commission by WashingtonFirst Bankshares, Inc. on September 21, 2012 (File No. 333-183255)).

10.3		Second Amended and Restated Severance Payment Agreement, dated September 21, 2012, by and between WashingtonFirst Bank and George W. Connors, IV (included as Exhibit 10.3 to Amendment No. 1 to the Registration Statement on Form S-4 filed with the Securities and Exchange Commission by WashingtonFirst Bankshares, Inc. on September 21, 2012 (File No. 333-183255)).

10.4		Investment Agreement, dated as of May 3, 2012, by and between WashingtonFirst Bankshares, Inc. and Endicott Opportunity Partners III, L.P. (included as Exhibit 10.4 to the Registration Statement on Form S-4 filed with the Securities and Exchange Commission by WashingtonFirst Bankshares, Inc. on August 13, 2012 (File No. 333-183255)).

10.5		Investment Agreement, dated as of June 20, 2012, by and between WashingtonFirst Bankshares, Inc. and Castle Creek Capital Partners IV, L.P. (included as Exhibit 10.5 to the Registration Statement on Form S-4 filed with the Securities and Exchange Commission by WashingtonFirst Bankshares, Inc. on August 13, 2012 (File No. 333-183255)).

10.6		WashingtonFirst Bankshares, Inc. 2010 Equity Compensation Plan (including form of award agreement) (included as Exhibit 99.1 to Form 8-K filed with the Securities and Exchange Commission by WashingtonFirst Bankshares, Inc. on May 3, 2013 (File No. 001-35768)).

10.7		Form on Incentive Stock Option Agreement (included as Exhibit 99.2 to Form 8-K files with the Securities and Exchange Commission by WashingtonFirst Bankshares, Inc. on May 3, 2013 (File No. 001-35768)).

10.8		Form of Nonqualified Stock Option Agreement (included as Exhibit 10.7 to the Registration Statement on Form S-4 filed with the Securities and Exchange Commission by WashingtonFirst Bankshares, Inc. on August 13, 2012 (File No. 333-183255))).

10.9		Form of Restricted Stock Agreement (included as Exhibit 10.8 to the Registration Statement on Form S-4 filed with the Securities and Exchange Commission by WashingtonFirst Bankshares, Inc. on August 13, 2012 (File No. 333-183255)).

10.10		Form of Indemnification Agreement between WashingtonFirst Bankshares, Inc. and each of the directors and executive officers thereof (included as Exhibit 10.9 to Amendment No. 1 to the Registration Statement on Form S-4 filed with the Securities and Exchange Commission by WashingtonFirst Bankshares, Inc. on September 21, 2012 (File No. 333-183255)).

10.11		Amendment No. 1 to Investment Agreement, dated September 21, 2012, by and between WashingtonFirst Bankshares, Inc. and Endicott Opportunity Partners III, L.P. (included as Exhibit 10.10 to Amendment No. 1 to the Registration Statement on Form S-4 filed with the Securities and Exchange Commission by WashingtonFirst Bankshares, Inc. on September 21, 2012 (File No. 333-183255)).

10.12		Amendment No. 1 to Investment Agreement, dated September 21, 2012, by and between WashingtonFirst Bankshares, Inc. and Castle Creek Capital Partners IV, L.P. (included as Exhibit 10.11 to Amendment No. 1 to the Registration Statement on Form S-4 filed with the Securities and Exchange Commission by WashingtonFirst Bankshares, Inc. on September 21, 2012 (File No. 333-183255)).

21*		Subsidiaries of WashingtonFirst Bankshares, Inc.

23*		Consent of BDO USA, LLP to the incorporation by reference in the Registration Statement on Form S-8, dated December 18, 2013 (File No. 333-192926), of the consolidated financial statements dated March 19, 2014 of WashingtonFirst Bankshares, Inc which are contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2013.




*		Filed with this Annual Report on Form 10-K.

**		Furnished with this Annual Report on Form 10-K.

***		Filed with this Amendment No. 1 on Form 10-K/A.

†		The schedules to this agreement have been omitted for this filing pursuant to Item 601(b)(2) of Regulation S-K. The registrant will furnish copies of such schedules to the SEC upon request.



Exhibit		Description

31.1***		Certification by CEO pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2***		Certification by CFO pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1***		Certification by CEO and CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101**		Interactive data files pursuant to Rule 405 of Regulation S-T: WashingtonFirst Bankshares, Inc.’s (i) Consolidated Statements of Operations for the years ended December 31, 2013 and 2012; (ii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2013 and 2012; (iii) Consolidated Balance Sheets as of December 31, 2013 and 2012; (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2013 and 2012; (v) Consolidated Statement of Shareholders’ Equity for the years ended December 31, 2013 and 2012; and (vi) the notes to the foregoing Consolidated Financial Statements.




*		Filed with this Annual Report on Form 10-K.

**		Furnished with this Annual Report on Form 10-K.

***		Filed with this Amendment No. 1 on Form 10-K/A.

†		The schedules to this agreement have been omitted for this filing pursuant to Item 601(b)(2) of Regulation S-K. The registrant will furnish copies of such schedules to the SEC upon request.

SIGNATURES

Pursuant to the requirements 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.



				WASHINGTONFIRST BANKSHARES, INC.
				(Registrant)

October 23, 2014				/s/ Shaza Andersen
Date				Shaza L. Andersen
				Chief Executive Officer
				(Principal Executive Officer)

October 23, 2014				/s/ Matthew Johnson
Date				Matthew R. Johnson
				Executive Vice President & Chief Financial Officer
				(Principal Financial and Accounting Officer)



October 23, 2014		/s/ Charles E. Andrews
Date		Charles E. Andrews
		Director

October 23, 2014		/s/ George W. Connors IV
Date		George W. Connors IV
		Director, President & Chief Lending Officer

October 23, 2014		/s/ Josephine S. Cooper
Date		Josephine S. Cooper
		Director

October 23, 2014		/s/ John H. Dalton
Date		John H. Dalton
		Director

October 23, 2014		/s/ Donald W. Fisher
Date		Donald W. Fisher
		Director

October 23, 2014		/s/ Richard D. Horn
Date		Richard D. Horn
		Director and General Counsel

October 23, 2014		/s/ John J. Mahoney
Date		John J. Mahoney
		Director

October 23, 2014		/s/ Juan A. Mencia
Date		Juan A. Mencia
		Director

October 23, 2014		/s/ Larry D. Meyers
Date		Larry D. Meyers
		Director

October 23, 2014		/s/ Mark C. Michael
Date		Mark C. Michael
		Director

October 23, 2014		/s/ Madhu K. Mohan, MD
Date		Madhu K. Mohan, MD
		Director

October 23, 2014		/s/ Ken Morrissette
Date		Ken Morrissette
		Director



October 23, 2014		/s/ James P. Muldoon
Date		James P. Muldoon
		Director

October 23, 2014		/s/ William C. Oldaker
Date		William C. Oldaker
		Director

October 23, 2014		/s/ Randall S. Peyton, MD
Date		Randall S. Peyton, MD
		Director

October 23, 2014		/s/ Joe R. Reeder
Date		Joe R. Reeder
		Director

October 23, 2014		/s/ William G. Reilly
Date		William G. Reilly
		Director

October 23, 2014		/s/ Gail R. Steckler
Date		Gail R. Steckler
		Director

October 23, 2014		/s/ Johnnie E. Wilson
Date		Johnnie E. Wilson
		Director

October 23, 2014		/s/ Shaza L. Anderson
Date		Shaza L. Andersen
		Director and Chief Executive Officer
		(Principal Executive Officer)

October 23, 2014		/s/ Matthew R. Johnson
Date		Matthew R. Johnson
		Executive Vice President & Chief Financial Officer
		(Principal Financial and Accounting Officer)

WashingtonFirst Bankshares, Inc. - FORM 10-K/A - October 23, 2014

Attached files

WashingtonFirst Bankshares, Inc. Reports