10-K/A 1 v373434_10ka.htm AMENDMENT TO FORM 10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K/A

(Amendment No. 1)

(Mark One)

 

xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2013

 

£TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from __________________ to __________________

 

Commission File Number: 0-54447

 

Naugatuck Valley Financial Corporation

(Exact name of registrant as specified in its charter)

 

Maryland 01-0969655
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)  

 

333 Church Street, Naugatuck, Connecticut 06770
(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (203) 720-5000

 

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 $0.01 per share Nasdaq Global 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 x

 

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 ¨    No x

 

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 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 the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K/A or any amendment to this Form 10-K/A. x

 

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 “accelerated filer,” “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ¨ Accelerated filer ¨
       
Non-accelerated filer ¨ (Do not check if a smaller reporting company) Smaller reporting company x

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨    No x

 

The aggregate market value of the voting and non-voting common equity held by non-affiliates as of June 30, 2013 was $51,466,229.

 

As of March 21, 2014, there were 7,002,208 shares of the registrant’s common stock outstanding.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Portions of the Proxy Statement for the 2014 Annual Meeting of Stockholders are incorporated by reference in Part III of this Form 10-K/A.

 
 

Explanatory Note

 

The purpose of this Amendment No. 1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2013, initially filed with the U.S. Securities and Exchange Commission on March 31, 2014 (the “Form 10-K”), is to file Exhibit 101.0 to the Form 10-K as required by Rule 405 of Regulation S-T. Exhibit 101.0 to this Amendment No. 1 to the Form 10-K provides the following items from the Form 10-K formatted in Extensible Business Reporting Language (“XBRL”): (i) the Consolidated Statements of Financial Condition, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Changes In Stockholders’ Equity, (iv) the Consolidated Statements of Cash Flows and (v) the Notes to the Consolidated Financial Statements. No other changes have been made to the Form 10-K as previously filed.

 

 

 

 

 
 

 

PART IV

 

ITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

 

(1)The financial statements required in response to this item are incorporated by reference from Item 8 of this report.

 

(2)All financial statement schedules are omitted because they are not required or applicable, or the required information is shown in the consolidated financial statements or the notes thereto.

 

(3)Exhibits

 

Exhibit No. Description

 

3.1   Articles of Incorporation of Naugatuck Valley Financial Corporation (1)
3.2   Bylaws of Naugatuck Valley Financial Corporation (2)
4.1   Specimen Stock Certificate of Naugatuck Valley Financial Corporation (3)
10.1   Naugatuck Valley Financial Corporation and Naugatuck Valley Savings Deferred Compensation Plan for Directors (4)*
10.2   Form of Naugatuck Valley Savings Employee Severance Compensation Plan (5)*
10.3   Naugatuck Valley Financial Corporation 2005 Equity Incentive Plan (6)*
10.4   Agreement by and between Naugatuck Valley Savings and Loan and the Comptroller of the Currency, dated January 17, 2012 (7)
14.0   Code of Ethics and Business Conduct (8)
21.0   List of Subsidiaries (9)
23.1   Consent of Whittlesey & Hadley, P.C. (10)
23.2   Consent of McGladrey LLP (11)
31.1   Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
31.2   Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
32.0   Section 1350 Certification of Chief Executive Officer and Chief Financial Officer
101.0   The following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Financial Condition, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Changes In Stockholders’ Equity, (iv) the Consolidated Statements of Cash Flows and (v) the Notes to the Consolidated Financial Statements.

 

*Management contract or compensation plan arrangement

 

  (1) Incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1, as amended, initially filed on June 11, 2011.

 

  (2) Incorporated herein by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1, as amended, initially filed on June 11, 2011.

 

  (3) Incorporated herein by reference to Exhibit 4.0 to the Company’s Registration Statement on Form S-1, as amended, initially filed on June 11, 2011.

 

  (4) Incorporated herein by reference to Exhibit 10.1 to the Naugatuck Valley Financial Corporation (File No. 000-50876) Quarterly Report on Form 10-Q for the three months ended March 31, 2007, filed on May 15, 2007.

 

  (5) Incorporated herein by reference to Exhibit 10.8 to the Naugatuck Valley Financial Corporation (File No. 333-116627) Registration Statement on Form S-1, as amended, initially filed on June 18, 2004.

 

  (6) Incorporated herein by reference to Appendix C to the Naugatuck Valley Financial Corporation (File No. 000-50876) Proxy Statement filed on April 1, 2005.

 

 
 

 

  (7) Incorporated herein by reference to Exhibit 10.1 to the Naugatuck Valley Financial Corporation (File No. 000-54447) Current Report on Form 8-K, filed on January 20, 2013.

 

  (8) Incorporated by reference to Exhibit 14 to Naugatuck Valley Financial Corporation (File No. 000-50876) Form 10-K for the fiscal year ended December 31, 2004 filed on March 31, 2005.

 

  (9) Incorporated by reference to Exhibit 21.0 to Naugatuck Valley Financial Corporation (File No. 000-54447) Form 10-K for the fiscal year ended December 31, 2013 filed on March 31, 2014.

 

  (10) Incorporated by reference to Exhibit 23.1 to Naugatuck Valley Financial Corporation (File No. 000-54447) Form 10-K for the fiscal year ended December 31, 2013 filed on March 31, 2014.

 

  (11) Incorporated by reference to Exhibit 23.2 to Naugatuck Valley Financial Corporation (File No. 000-54447) Form 10-K for the fiscal year ended December 31, 2013 filed on March 31, 2014.

 

 

 
 

SIGNATURE

 

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.

 

  NAUGATUCK VALLEY FINANCIAL CORPORATION
     
     
Date: April 1, 2014 By: /s/ William C. Calderara  
    William C. Calderara
    President and Chief Executive Officer
    (Principal executive officer)