Form 10-Q/A FIRST NATIONAL COMMUNITY For: Mar 31
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
Amendment No. 1
(Mark One)
x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2015
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. 000-53869
FIRST NATIONAL COMMUNITY BANCORP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Pennsylvania | 23-2900790 | |
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) | |
102 E. Drinker St., Dunmore, PA | 18512 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code (570) 346-7667
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
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 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 ¨
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 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
Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date:
Common Stock, $1.25 par value | 16,500,945 shares | |
(Title of Class) | (Outstanding at May 8, 2015) |
EXPLANATORY NOTE
The sole purpose of filing this Amendment No. 1 (this “Amendment”) to the Quarterly Report on Form 10-Q for First National Community Bancorp, Inc. (the “Company”) for the quarterly period ended March 31, 2015 (the “Original Filing”), as filed with the Securities and Exchange Commission (the “SEC”) on May 8, 2015, is to correct the XBRL role type code applied by the Company’s financial printer to certain notes to financial statements which were inadvertently coded as “financial statements.” The content of the XBRL is correct as filed with the error was solely a formatting error. This Amendment contains only the cover page to this Amendment, this Explanatory Note, Item 6, Exhibit 31.1, Exhibit 31.2, Exhibit 32.1, Exhibit 101.INS, Exhibit 101.SCH, Exhibit 101.CAL, Exhibit 101.DEF, Exhibit 101.LAB and Exhibit 101.PRE. Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Amendment also contains new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which are attached hereto. Because this Amendment does not contain or amend disclosure to Item 307 or 308 of Regulation S-K and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 4 and 5 of the certifications have been omitted.
Except as described above, no changes have been made to the content of the originally filed XBRL or to the Original Filing itself, and this Amendment does not reflect events that may have occurred subsequent to the date of the Original Filing, and does not modify or update in any way disclosures made in the Original Filing. Accordingly, this Amendment should be read in conjunction with the Original Filing and the Company’s other filings with the SEC.
2 |
Item 6 — Exhibits.
The following exhibits are filed herewith or incorporated by reference.
EXHIBIT 31.1 | Certification of Chief Executive Officer | |
EXHIBIT 31.2 | Certification of Chief Financial Officer | |
EXHIBIT 32.1 | Section 1350 Certification —Chief Executive Officer and Chief Financial Officer |
EXHIBIT 101.INS | XBRL INSTANCE DOCUMENT |
EXHIBIT 101.SCH | XBRL TAXONOMY EXTENSION SCHEMA |
EXHIBIT 101.CAL | XBRL TAXONOMY EXTENSION CALCULATION LINKBASE |
EXHIBIT 101.DEF | XBRL TAXONOMY EXTENSION DEFINITION LINKBASE |
EXHIBIT 101.LAB | XBRL TAXONOMY EXTENSION LABEL LINKBASE |
EXHIBIT 101.PRE | XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE |
3 |
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.
Registrant: FIRST NATIONAL COMMUNITY BANCORP, INC.
Date: June 2, 2015 | By: | /s/ Steven R. Tokach |
Steven R. Tokach | ||
President and Chief Executive Officer | ||
Date: June 2, 2015 | By: | /s/ James M. Bone, Jr. |
James M. Bone, Jr., CPA | ||
Executive Vice President and Chief Financial Officer | ||
Principal Financial Officer | ||
Date: June 2, 2015 | By: | /s/ Stephanie A. Westington |
Stephanie A. Westington, CPA | ||
Senior Vice President and Controller | ||
Principal Accounting Officer |
4 |
EXHIBIT 31.1
CERTIFICATION
I, Steven R. Tokach, certify that:
1. I have reviewed this quarterly report on Form 10-Q/A of First National Community Bancorp, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
Date: June 2, 2015 | By: | /s/ Steven R. Tokach |
Steven R. Tokach, | ||
President and Chief Executive Officer |
EXHIBIT 31.2
CERTIFICATION
I, James M. Bone, Jr., certify that:
1. I have reviewed this quarterly report on Form 10-Q/A of First National Community Bancorp, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
Date: June 2, 2015 | By: | /s/ James M. Bone, Jr. |
James M. Bone, Jr., CPA | ||
Executive Vice President and Chief Financial Officer |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADDED BY
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q/A of First National Community Bancorp, Inc. (the “Company”) for the quarter ended March 31, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, Steven R. Tokach, President and Chief Executive Officer, and James M. Bone, Jr., Executive Vice President and Chief Financial Officer, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: June 2, 2015 | By: | /s/ Steven R. Tokach |
Steven R. Tokach, | ||
President and Chief Executive Officer | ||
Date: June 2, 2015 | By: | /s/ James M. Bone, Jr. |
James M. Bone, Jr., CPA | ||
Executive Vice President and Chief Financial Officer |
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