10-K/A 1 form10ka-68142_oneida.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2004 OR [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transaction period from ___________________ to ______________________ Commission File Number: 000-25101 --------- ONEIDA FINANCIAL CORP. ---------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) Federal 16-1561678 -------------------------------------------- --------------------- (State or Other Jurisdiction of Incorporation (I.R.S. Employer or Organization) Identification Number) 182 Main Street, Oneida, New York 13421-1676 -------------------------------------------- --------------------- (Address of Principal Executive Offices) (Zip Code) (315) 363-2000 ------------------------------------------------- (Registrant's Telephone Number including area code) Securities Registered Pursuant to Section 12(b) of the Act: None ---- Securities Registered Pursuant to Section 12(g) of the Act: Common Stock, par value $0.01 per share --------------------------------------- (Title of Class) 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 twelve months (or for such shorter period that the Registrant was required to file reports) and (2) has been subject to such requirements for the past 90 days. 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 Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendments to this Form 10-K. [X] Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). YES NO X --- --- As of June 30, 2004, there were issued and outstanding 7,488,007 shares of the Registrant's Common Stock. The aggregate market value of the 3,178,257 shares of voting stock held by non-affiliates of the Registrant, was $32,767,830 as computed by reference to the last sales price on June 30, 2004 ($10.31), as reported by the NASDAQ National Market. DOCUMENTS INCORPORATED BY REFERENCE 1. Sections of Annual Report to Stockholders for the fiscal year ended December 31, 2004 (Parts II and IV). 2. Proxy Statement for the 2005 Annual Meeting of Stockholders (Parts I and III). Explanatory Note This Annual Report on Form 10-K has been amended to include the City and State on the Report of the independent registered public accounting firm included in Item 8 and 15 and Exhibit 13. The City and State were inadvertently omitted from the Form 10-K originally filed. In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, our principal executive officer and principal financial officer are providing re-executed Rule 13a-14 certifications dated as of the date of this Amendment and are alos furnishing written statements pursuant to Title 18 United States Code, as added by Section 906 of the Sarbanes-Oxley Act of 2002. The certifications are attached as Exhibits 31.1, 31.2, and 32 to this Amendemnt. The Exhibit section also has been revised to include as Exhibit 13 the updated Report of Independent Registered Public Accounting Firm. Except as described above, no other changes have been made to the original Form 10-K and this Form 10-K/A does not amend, update or change the financial statements or any other items or disclosures in the original Form 10-K. TABLE OF CONTENTS ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES --------------------------------------------------- The exhibits and financial statement schedules filed as a part of this Form 10-K/A are as follows: (a)(1) Financial Statements o Report of Independent Registered Public Accounting Firm (a)(3) Exhibits 31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 1 SIGNATURES 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. ONEIDA FINANCIAL CORP. Date: April 21, 2005 By: /s/ Michael Kallet ------------------------------------- Michael R. Kallet President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange 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. By: /s/ Michael Kallet By: /s/ Eric Stickels --------------------------------------- ---------------------------------------------- Michael R. Kallet, President and Chief Eric E. Stickels, Executive Vice President and Executive Officer Chief Financial Officer (Principal Executive Officer) (Principal Financial and Accounting Officer) Date: April 21, 2005 Date: April 21, 2005 By: /s/ Thomas Dixon By: /s/ Patricia Caprio --------------------------------------- ---------------------------------------------- Thomas H. Dixon, Executive Vice President Patricia D. Caprio, Director Date: April 21, 2005 Date: April 21, 2005 By: /s/ Edward Clarke By: /s/ Marlene Denney --------------------------------------- ---------------------------------------------- Edward J. Clarke, Director Marlene C. Denney, Director Date: April 21, 2005 Date: April 21, 2005 By: /s/ John Haskell By: /s/ Rodney Kent --------------------------------------- ---------------------------------------------- John E. Haskell, Director Rodney D. Kent, Director Date: April 21, 2005 Date: April 21, 2005 By: /s/ William Matthews By: /s/ Michael Milmoe --------------------------------------- ---------------------------------------------- William D. Matthews, Director Michael W. Milmoe, Director Date: April 21, 2005 Date: April 21, 2005 By: /s/ Richard Myers By: /s/ Gerald Volk --------------------------------------- ---------------------------------------------- Richard B. Myers, Director Gerald N. Volk, Director Date: April 21, 2005 Date: April 21, 2005 By: /s/ Frank White, Jr. --------------------------------------- Frank O. White, Jr., Director Date: April 21, 2005