First Citizens Banc 10-K 2011
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 1
For the fiscal year ended December 31, 2010
For the transition period from to
Commission file number 0 - 25980
First Citizens Banc Corp
(Exact name of registrant as specified in its charter)
Registrants telephone number, including area code (419) 625 - 4121
Securities registered pursuant to Section 12(b) of the Act:
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 o No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ
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 þ 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 o No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrants 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. 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. (check one):
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ
The aggregate market value of the voting and non-voting common equity stock held by non-affiliates of the registrant based upon the closing market price as of June 30, 2010 was $29,951,164. For this purpose, shares held by non-affiliates include all outstanding shares except those held by the directors and executive officers of the registrant.
As of February 28, 2011, there were 7,707,917 common shares, no par value, of the registrant issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrants Annual Report to Shareholders for the fiscal year ended December 31, 2010 (the 2010 Annual Report) are incorporated by reference into Parts I and II of this Form 10-K. Portions of the registrants Proxy Statement for the registrants 2011 Annual Meeting of Shareholders to be held on April 19, 2011 (the 2011 Proxy Statement) are incorporated by reference into Part III of this Form 10-K.
TABLE OF CONTENTS
We are filing this Amendment No. 1 on Form 10-K/A to amend our Annual Report on Form 10-K for the fiscal year ended December 31, 2010, as filed with the Securities and Exchange Commission on March 16, 2011 (the Original Form 10-K). The purpose of this Amendment No. 1 is to revise Part III, Item 12 (Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters) of the Original Form 10-K to disclose information inadvertently omitted from the Original Form 10-K with respect to a person who beneficially owns more than 5% of our outstanding common shares. As required by Rule 12b-15 of the Securities Exchange Act of 1934, as amended (the Exchange Act), the complete text of Part III, Item 12 has been set forth in this Amendment No. 1, including those portions that have not been modified from the Original Form 10-K. The information required by Item 12 was incorporated by reference into the Original Form 10-K from our definitive Proxy Statement filed pursuant to Regulation 14A of the Exchange Act for our 2011 Annual Meeting of Stockholders, as filed with the Securities and Exchange Commission on March 16, 2011. In addition, as required by Rule 12b-15, this Amendment No. 1 contains new certifications by our Principal Executive Officer and Principal Financial Officer, filed as exhibits hereto.
Except as set forth above, we have not modified or updated disclosures presented in the Original Form 10-K to reflect events or developments that have occurred after the date of the Original Form 10-K. Among other things, forward-looking statements made in the Original Form 10-K have not been revised to reflect events, results, or developments that have occurred or facts that have become known to us after the date of the Original Form 10-K (other than as discussed above), and such forward-looking statements should be read in their historical context. Accordingly, this Amendment No. 1 should be read in conjunction with our filings made with the Securities and Exchange Commission subsequent to the filing of the Original Form 10-K.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Beneficial Ownership of Common Shares
To the Corporations knowledge, except as noted below, no person or entity owns beneficially, directly or indirectly, five percent (5%) or more of the Corporations common stock as of December 31, 2010:
The following table sets forth information regarding the beneficial ownership of the Corporations common shares, as of February 22, 2011, for each of the current directors of the Corporation, each of the named executive officers of the Corporation for the fiscal year ended December 31, 2010, and all directors and executive officers of the Corporation as a group.
Equity Compensation Plan Information
The following table sets forth information concerning common shares authorized or available for issuance under the Corporations Stock Option and Stock Appreciation Rights Plan as of December 31, 2010.
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.
Date: April 8, 2011
FIRST CITIZENS BANC CORP
ANNUAL REPORT ON FORM 10-K/A
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2010
INDEX TO EXHIBITS