0001214659-18-002213.txt : 20180319 0001214659-18-002213.hdr.sgml : 20180319 20180319140706 ACCESSION NUMBER: 0001214659-18-002213 CONFORMED SUBMISSION TYPE: NT 10-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20171231 FILED AS OF DATE: 20180319 DATE AS OF CHANGE: 20180319 EFFECTIVENESS DATE: 20180319 FILER: COMPANY DATA: COMPANY CONFORMED NAME: 1ST CONSTITUTION BANCORP CENTRAL INDEX KEY: 0001141807 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 223665653 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: NT 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-32891 FILM NUMBER: 18698311 BUSINESS ADDRESS: STREET 1: 2650 ROUTE 130 STREET 2: BOX 634 CITY: CRANBURY STATE: NJ ZIP: 08512 BUSINESS PHONE: 6096554500 MAIL ADDRESS: STREET 1: 2650 ROUTE 130 STREET 2: BOX 634 CITY: CRANBURY STATE: NJ ZIP: 08512 NT 10-K 1 j319180nt10k.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 12b-25
 
NOTIFICATION OF LATE FILING

 
Commission File Number  000-32891
   
 
 (Check One):
☒ Form 10-K      ☐  Form 20-F    ☐  Form 11-K    ☐ Form 10-Q  ☐  Form 10-D  
☐  Form N-SAR          ☐  Form N-CSR
   
 
For Period Ended:  December 31, 2017
 
  
 
☐  Transition Report on Form 10-K
 
☐  Transition Report on Form 20-F
 
☐  Transition Report on Form 11-K
 
☐  Transition Report on Form 10-Q
 
☐  Transition Report on Form N-SAR
 
 
 
For the Transition Period Ended:                                                  
 
 
Read Instruction (on back page) Before Preparing Form. Please Print or Type.
 
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
 
 
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
 

 
PART I – REGISTRANT INFORMATION
 
1ST CONSTITUTION BANCORP
Full Name of Registrant
 
 
Former Name if Applicable
 
2650 Route 130, P.O. Box 634
Address of Principal Executive Office (Street and Number)

Cranbury, New Jersey 08512
City, State and Zip Code
 
 
 
PART II – RULES 12b-25(b) AND (c)
 
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
 
  
 
 
 
 
  
(a)
 
The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
 
☒
(b)
 
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
 
  
(c)
 
The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III – NARRATIVE
 
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period. (Attach extra Sheets if Needed)
 
1st Constitution Bancorp (the “Registrant”) experienced unanticipated technical difficulties with the interactive data files the Registrant was filing as part of its Annual Report on Form 10-K for the year ended December 31, 2017 (the “2017 Form 10-K”). Because of the timing of the unexpected technical difficulties, the Registrant was unable to file the 2017 Form 10-K on time.  The Registrant was able to resolve the technical issues regarding the interactive data files and filed the 2017 Form 10-K on March 19, 2018.
 
Cautionary Statement Regarding Forward-Looking Statements
 
This Form contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements.  When used in this and in future filings by the Registrant with the Securities and Exchange Commission, in the Registrant’s press releases and in oral statements made with the approval of an authorized executive officer of the Registrant, the words or phrases “will,” “will likely result,” “could,” “anticipates,” “believes,” “continues,” “expects,” “plans,” “will continue,” “is anticipated,” “estimated,” “project” or “outlook” or similar expressions (including confirmations by an authorized executive officer of the Registrant of any such expressions made by a third party with respect to the Registrant) are intended to identify forward-looking statements.  The Registrant cautions readers not to place undue reliance on any such forward-looking statements, each of which speaks only as of the date made.  Such statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical earnings and those presently anticipated or projected.

Factors that may cause actual results to differ from those results expressed or implied, include, but are not limited to, those reported in the Registrant’s periodic and other reports filed with the SEC, such as the overall economy and the interest rate environment; the ability of customers to repay their obligations; the adequacy of the allowance for loan losses; competition; significant changes in accounting, tax or regulatory practices and requirements; certain interest rate risks; risks associated with investments in mortgage-backed securities; risks associated with speculative construction lending; and risks associated with safeguarding information technology systems.  Although management has taken certain steps to mitigate any negative effect of the aforementioned items, significant unfavorable changes could severely impact the assumptions used and could have an adverse effect on profitability.  The Registrant undertakes no obligation to publicly revise any forward-looking statements to reflect anticipated or unanticipated events or circumstances occurring after the date of such statements, except as required by law.
 
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PART IV– OTHER INFORMATION
 
(1)
 
Name and telephone number of person to contact in regard to this notification:

Stephen J. Gilhooly
  
(609)
  
655-4500
(Name)
  
(Area Code)
  
(Telephone Number)

(2)
 
Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).    
☒ Yes   ☐ No
  
(3)
 
Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
☐  Yes    ☒  No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
 

1ST CONSTITUTION BANCORP
(Name of Registrant as Specified in Charter)
 has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 
Date:     March 19, 2018
  
By:
/s/ Robert F. Mangano
  
   
 
Name:    Robert F. Mangano
  
   
Title:      President and Chief Executive Officer
  

 
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