Attached files
| file | filename |
|---|---|
| EX-31.1 - FAUQUIER BANKSHARES, INC. | exhibit31_1.htm |
| EX-32.1 - FAUQUIER BANKSHARES, INC. | exhibit32_1.htm |
| EX-31.2 - FAUQUIER BANKSHARES, INC. | exhibit31_2.htm |
| EX-23.1 - FAUQUIER BANKSHARES, INC. | exhibit23_1.htm |
| EX-32.2 - FAUQUIER BANKSHARES, INC. | exhibit32_2.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
| ☒ | Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the fiscal year ended December 31, 2014
or
| ☐ | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the transition period from _____________to_____________
Commission File No.: 000-25805
Fauquier Bankshares, Inc.
(Exact name of registrant as specified in its charter)
|
Virginia
|
|
54-1288193
|
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
|
10 Courthouse Square, Warrenton, Virginia
|
|
20186
|
|
(Address of principal executive offices)
|
|
(Zip Code)
|
(540) 347-2700
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class
|
|
Name of each exchange on which registered
|
|
Common Stock, par value $3.13 per share
|
|
The NASDAQ Stock Market LLC
|
|
|
|
(NASDAQ Capital Market)
|
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒
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 ☒ No ☐
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 (§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 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. (Check one):
|
Large accelerated filer
☐
|
Accelerated filer
☐
|
Non-accelerated filer
☐
|
Smaller reporting
Company ☒
|
|
|
|
(Do not check if smaller reporting company)
|
Indicate by check mark if the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) Yes ☐ No ☒
The aggregate market value of the registrant's common shares held by "non-affiliates" of the registrant, based upon the closing sale price of its common stock on the NASDAQ Capital Market on June 30, 2014, was $53.0 million. Shares held by each executive officer, director and holder of 10% or more of the registrant's outstanding common stock have been excluded as shares held by affiliates. Such determination of affiliate status is not a conclusive determination for other purposes.
The registrant had 3,744,562 shares of common stock outstanding as of March 9, 2015.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive proxy statement for the 2015 Annual Meeting of Shareholders to be held on May 19, 2015 are incorporated by reference into Part III of this Form 10-K.
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A ("Amendment No. 1") to the Company's Annual Report on Form 10-K for the year ended December 31, 2014, originally filed with the Securities and Exchange Commission on March 17, 2015 ("Form 10-K"), amends Exhibit 32.1, Certification of Chief Executive Officer, and Exhibit 32.2, Certification of Chief Financial Officer, to correct the dates stated in the certifications from December 31, 2013 to December 31, 2014. This Amendment No. 1 additionally amends the exhibit list contained in Part IV, Item 15 to correct the description for Exhibit 10.3.2 in order to reference the correct previously filed exhibit number, and Exhibit 23.1 to include the Company name which was omitted.
No other changes have been made to the Form 10-K. This Amendment No. 1 does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the Form 10-K.
Pursuant to Exchange Rule 12b-15, new certifications by the Company's principal executive officer and principal financial officer are filed or furnished with this Amendment No. 1 as Exhibits 31.1, 31.2, 32.1, and 32.2.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
The following exhibits are filed as part of this Form 10-K and this list includes the Exhibit Index.
|
Exhibit
Number
|
Exhibit
Description
|
|
3.1
|
Articles of Incorporation of Fauquier Bankshares, Inc., as amended, incorporated by reference to Exhibit 3.1 to Form 10-K filed March 15, 2010.
|
|
|
|
|
3.2
|
Bylaws of Fauquier Bankshares, Inc., as amended and restated, incorporated by reference to Exhibit 3.2 to Form 10-Q filed August 9, 2010.
|
|
|
|
|
10.1
|
Fauquier Bankshares, Inc. Omnibus Stock Ownership and Long-Term Incentive Plan, as amended and restated effective January 1, 2000, incorporated by reference to Exhibit 4.B to Form S-8 filed October 15, 2002.
|
|
|
|
|
10.1.1
|
Form of Restricted Stock Grant Agreement for Employee, incorporated by reference to Exhibit 10.1.1 to Form 8-K filed February 16, 2005.
|
|
|
|
|
10.1.2
|
Form of Restricted Stock Grant Agreement for Non-Employee Director, incorporated by reference to Exhibit 10.1.2 to Form 8-K filed February 16, 2005.
|
|
|
|
|
10.2
|
Fauquier Bankshares, Inc. Director Deferred Compensation Plan, as adopted effective May 1, 1995, incorporated by reference to Exhibit 4.C to Form S-8 filed October 15, 2002.
|
|
|
|
|
10.3
|
Fauquier Bankshares, Inc. Stock Incentive Plan, incorporated by reference to Exhibit 99.0 to Form S-8 filed August 21, 2009.
|
|
|
|
|
10.3.1
|
Form of Incentive Stock Option Agreement relating to Fauquier Bankshares, Inc. Stock Incentive Plan, incorporated by reference to Exhibit 10.4.1 to Form 10-K filed March 15, 2010.
|
|
|
|
|
10.3.2
|
Form of Nonstatutory Stock Option Agreement relating to Fauquier Bankshares, Inc. Stock Incentive Plan, incorporated by reference to Exhibit 10.4.2 to Form 10-K filed March 15, 2010
|
|
|
|
|
10.3.3
|
Form of Restricted Stock Award Agreement relating to Fauquier Bankshares, Inc. Stock Incentive Plan, incorporated by reference to Exhibit 10.4.3 to Form 10-K filed March 15, 2010.
|
|
|
|
|
10.4
|
Change of Control Agreement, dated November 27, 2000, between Fauquier Bankshares, Inc. and Eric P. Graap, incorporated by reference to Exhibit 10.8 to Form 10-K filed March 25, 2003.
|
|
|
|
|
10.4.1
|
First Amendment, dated December 31, 2008, to Change of Control Agreement, dated November 27, 2000, between Fauquier Bankshares, Inc. and Eric P. Graap, incorporated by reference to Exhibit 10.4.1 to Form 10-K filed March 16, 2009.
|
|
|
|
|
10.5
|
Form of the Executive Survivor Income Agreement, dated on or about May 9, 2003, between The Fauquier Bank and each of Randy K. Ferrell and Eric P. Graap, incorporated by reference to Exhibit 10.13 to Form 10-Q filed August 14, 2003.
|
|
|
|
|
10.6
|
Employment Agreement, dated January 19, 2005, between Fauquier Bankshares, Inc., The Fauquier Bank and Randy K. Ferrell, as amended, incorporated by reference to Exhibit 10.9 to Form 10-K filed March 16, 2009.
|
|
|
|
|
10.7
|
Employment Agreement, dated November 7, 2011, between Fauquier Bankshares, Inc., The Fauquier Bank and Eric P. Graap, incorporated by reference to Exhibit 10.1 to Form 10-Q filed November 14, 2011.
|
|
|
|
|
10.8
|
Fauquier Bankshares, Inc. Supplemental Executive Retirement Plan, as amended and restated October 21, 2010, incorporated by reference to Exhibit 10.15 to Form 10-Q filed November 8, 2010.
|
|
|
|
|
10.8.1
|
Form of Participation Agreement for Fauquier Bankshares, Inc. Supplemental Executive Retirement Plan, incorporated by reference to Exhibit 10.15.1 to Form 10-Q filed November 8, 2010.
|
|
|
|
|
10.9
|
Base Salaries for Named Executive Officers.
|
|
|
|
|
14
|
Code of Business Conduct and Ethics, incorporated by reference to Exhibit 14 to Form 10-Q filed August 11, 2006.
|
|
|
|
|
21
|
Subsidiaries of the Fauquier Bankshares, Inc., incorporated herein by reference to Part I of this Form 10-K.
|
|
|
|
|
23.1
|
Consent of Smith Elliott Kearns & Company, LLC.
|
|
|
|
|
31.1
|
Certification of CEO pursuant to Rule 13a-14(a).
|
|
|
|
|
31.2
|
Certification of CFO pursuant to Rule 13a-14(a).
|
|
|
|
|
32.1
|
Certification of CEO pursuant to 18 U.S.C. Section 1350.
|
|
|
|
|
32.2
|
Certification of CFO pursuant to 18 U.S.C. Section 1350.
|
|
|
|
|
101.00
|
The following materials from the Company's 10-K Report for the period ended December 31, 2014, formatted in XBRL: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income (iv) the Consolidated Statements of Changes in Shareholders' Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to the Consolidated Financial Statements.
|
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.
FAUQUIER BANKSHARES, INC.
(Registrant)
/s/ Randy K. Ferrell
Randy K. Ferrell
President & Chief Executive Officer
Dated: April 3, 2015
/s/ Eric P. Graap
Eric P. Graap
Executive Vice President & Chief Financial Officer
Dated: April 3, 2015
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.
|
SIGNATURE
|
TITLE
|
DATE
|
|
|
|
|
|
/s/ John B. Adams, Jr.
|
Chairman, Director
|
April 3, 2015
|
|
John B. Adams, Jr.
|
|
|
|
|
|
|
|
/s/ Randy K. Ferrell
|
President & Chief Executive Officer, Director
|
April 3, 2015
|
|
Randy K. Ferrell
|
(principal executive officer)
|
|
|
|
|
|
|
/s/ Eric P. Graap
|
Executive Vice President & Chief Financial Officer, Director
|
April 3, 2015
|
|
Eric P. Graap
|
(principal financial and accounting officer)
|
|
|
|
|
|
|
/s/ Randolph T. Minter
|
Vice Chairman, Director
|
April 3, 2015
|
|
Randolph T. Minter
|
|
|
|
|
|
|
|
/s/ Randolph D. Frostick
|
Director
|
April 3, 2015
|
|
Randolph D. Frostick
|
|
|
|
|
|
|
|
/s/ Jay B. Keyser
|
Director
|
April 3, 2015
|
|
Jay B. Keyser
|
|
|
|
|
|
|
|
/s/ Brian S. Montgomery
|
Director
|
April 3, 2015
|
|
Brian S. Montgomery
|
|
|
|
|
|
|
|
/s/ P. Kurt Rodgers
|
Director
|
April 3, 2015
|
|
P. Kurt Rodgers
|
|
|
|
|
|
|
|
/s/ Sterling T. Strange III
|
Director
|
April 3, 2015
|
|
Sterling T. Strange III
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|