- Amended Annual Report (10-K/A)
12 May 2009 - 3:44AM
Edgar (US Regulatory)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K/A
Amendment No. 1
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2008
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or
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from
to
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Commission File Number 0-26366
ROYAL BANCSHARES OF PENNSYLVANIA, INC.
(Exact name of registrant as specified in its charter)
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Pennsylvania
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23-2812193
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(State of other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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732 Montgomery Avenue, Narberth, Pennsylvania
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19072
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(Address of principal executive offices)
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(Zip Code)
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(610) 668-4700
(Issuers telephone number, including area code)
(Former name, former address and former year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
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Name of Each Exchange on Which Registered
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Title of Each Class
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The NASDAQ Stock Market, LLC
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Class A Common Stock ($2.00 par value)
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Securities registered pursuant to Section 12(g) of the Act:
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Name of Each Exchange on Which Registered
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Title of Each Class
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None
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Class B Common Stock ($0.10 par value)
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of
the Securities Act.
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Yes No
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Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or
15(d) of the Exchange Act.
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Yes No
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 of 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.
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Yes No
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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 during the preceding 12 months (or for such shorter period)
that the registrant was required to submit and post such files).
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Yes
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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 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.
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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):
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act)
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Yes No
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The aggregate market value of Registrants Common Stock held by non-affiliates is $49,004,093 based
on the June 30, 2008 closing price of the Registrants Common Stock of $9.41 per share.
As of February 28, 2009, the Registrant had 11,345,127 and 2,095,681 shares outstanding of Class A
and Class B common stock, respectively.
Documents Incorporated by Reference
Portions of the following documents are incorporated by reference: the definitive Proxy Statement
of the Registrant relating to Registrants Annual meeting of Shareholders to be held on May 20,
2009Part III.
EXPLANATORY NOTE
The Company is amending Item 13 of Part III of the Companys Form 10-K for the year ended December
31, 2008 (the Form 10-K) to add a statement to the Form 10-K confirming the Companys status as a
controlled company for purposes of the Nasdaq Marketplace Rules.
The Form 10-K as amended hereby continues to speak as of the date of the Form 10-K and the
disclosures have not been updated to speak as of any later date. Any items in this Form 10-K/A
that are not expressly changed hereby shall be as set forth in the Form 10-K. All information
contained in this Amendment No. 1 and the Form 10-
K
is subject to updating and
supplementing as provided in the Companys periodic reports filed with the Securities and Exchange
Commission subsequent to the filing of the Form 10-K.
Pursuant to SEC Rule 12b-15, in connection with this Amendment No. 1 on Form 10-K/A, the Company is
filing updated Exhibits 31.1, 31.2, 32.1, and 32.2.
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ITEM 13.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
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The information required by this Item, relating to transactions with management and others, certain
business relationships and indebtedness of management, is set forth in the Companys Proxy
Statement to be used in connection with the 2009 Annual Meeting of Shareholders, under the headings
Interest of Management and Others in Certain Transactions, which pages are incorporated herein by
reference.
Due to an exemption as a Controlled Company under NASDAQ Rules, we are not required to meet
NASDAQ independence standards for our Board of Directors. NASDAQ Rules define a Controlled
Company as one in which more than 50% of the voting power is held by an individual, group or
another company. As shown in the stock ownership table included in the Companys proxy statement,
through the ownership of Class A and Class B common stock, the Daniel M. Tabas Trust and Evelyn R.
Tabas control more than 50% of the voting power of the Company.
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ITEM 15.
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EXHIBITS, FINANCIAL STATEMENT SCHEDULES
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(a)(3)
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The following Exhibits are filed herewith as a part of this amendment to report:
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31.1
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Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
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31.2
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Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
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32.1
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Section 1350 Certification of Chief Executive Officer.
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32.1
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Section 1350 Certification of Chief Financial Officer.
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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 amendment to report to be signed on its behalf by the undersigned,
thereunto duly authorized.
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ROYAL BANCSHARES OF PENNSYLVANIA, INC.
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/s/ Robert R. Tabas
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Robert R. Tabas
Chief Executive Officer
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May 8, 2009
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