(Amendment No. 1)2)
MID-SOUTHERN BANCORP, INC.
(Exact(Exact name of registrant as specified in its charter)
Indiana
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(State or other jurisdiction of incorporation or organization)
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300 North Water Street, Salem, Indiana
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(Address of principal executive offices)
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Registrant's telephone number, including area code:
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Securities registered pursuant to Section 12(b) of the Act:
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Common Stock, Par Value $.01 per share
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(Title of each classEach Class)
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Securities registered pursuant to Section 12(g) of the Act:
| | Trading Symbol(s)None |
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Common Stock, par value $.01 per share
| | MSVB
| | The NASDAQ Stock Market LLC
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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 ⌧
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 ⌧
Indicate by check mark whether the registrant (1) 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 ⌧ No □
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ⌧ No □
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and disclosure will not be contained, to the best of the registrant's knowledge, in any definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendments to this Form 10-K. □
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ | □
| Accelerated filer ☐□ |
Non-accelerated filer ☐□
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Smaller reporting company ☒⌧
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| | Emerging growth company ☒⌧
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. □
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes □ No ⌧
The aggregate market value of the voting stock held by non-affiliates of the registrant, based on the closing sales price of the registrant's Common Stock as quoted on the Nasdaq Global Select Market System under the symbol "MSVB" on June 30, 2018 was $0 since the registrant had not issued any shares as of that date. As of March 10, 2019, there were 3,565,430 issued and 3,565,196 outstanding shares of the registrant’s common stock.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of registrant's Definitive Proxy Statement for the 2019 Annual Meeting of Stockholders (Part III).
EXPLANATORY NOTE
Mid-Southern Bancorp, Inc. (the “Company”) is filing this Amendment No. 12 to its Annual Report on Form 10‑K for the fiscal year ended December 31, 2018 for the sole purpose of filing a corrected Exhibit 10.2, which is the employment agreement foramending and restating in its entirety Part II, Item 9A. to clarify that this Annual Report does not include an attestation report of the Company’s President and Chief Executive Officer, Alexander G. Babey. The Annual Report on Form 10-K, as filed withregistered public accounting firm due to a transition period established by the rules of the Securities and Exchange Commission on March 22, 2019 (the “Original 10-K”), included a link to an unexecuted employment agreement, which had not been adopted. All of the Company’s disclosure which discussed the employment agreement, including the Proxy Statement for the Annual Meeting of Stockholders dated March 22, 2019 and the Proxy Statement for the Special Meeting of Stockholders dated August 12, 2019, was accurate in all material respects and properly described the employment agreement filed herewith.newly public companies. This Amendment No. 12 does not amend, modify or otherwise update any other information in the Original 10-K or Amendment No. 1 and does not reflect any events occurring after the filing of the Original 10-K. Accordingly, this Amendment No. 12 should be read in conjunction with the Original 10-K.10-K and Amendment No. 1.
PART IVII
Item 15. Exhibits9A. Controls and Financial Statement SchedulesProcedures
Exhibits:
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| Articles(a) Evaluation of Disclosure Controls and Procedures: An evaluation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934 (“Exchange Act”)) was carried out under the supervision and with the participation of the Company’s Chief Executive Officer, Chief Financial Officer and several other members of the Company’s senior management as of the end of the period covered by this annual report. The Company’s Chief Executive Officer and Chief Financial Officer concluded that as of December 31, 2018, the Company’s disclosure controls and procedures were effective in ensuring that the information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is (i) accumulated and communicated to the Company’s management (including the Chief Executive Officer and Chief Financial Officer) in a timely manner, and (ii) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
While the Company believes the present design of its disclosure controls and procedures is effective to achieve its goal, future events affecting its business may cause the Company to modify its disclosure controls and procedures. The Company does not expect that its disclosure controls and procedures and internal control over financial reporting will prevent all errors and fraud. A control procedure, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control procedure are met. Because of the inherent limitations in all control procedures, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns in controls or procedures can occur because of simple errors or mistakes. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any control procedure is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control procedure, misstatements attributable to errors or fraud may occur and not be detected.
(b) Changes in Internal Controls: There was no change in the Company’s internal control over financial reporting during the Company’s most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
(c) Management’s Annual Report on Internal Control Over Financial Reporting: The management of Incorporation of Mid-Southern Bancorp, Inc. (1) |
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14
| Code of Ethics (3)
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101
| The following materials from Mid-Southern Bancorp Inc.’s Annual Report on Form 10-K for the year ended December 31, 2018, formatted on Extensible Business Reporting Language (XBRL) (a) Consolidated Balance Sheets; (b) Consolidated Statements of Income; (c) Consolidated Statements of Comprehensive Income; (d) Consolidated Statements of Shareholders’ Equity (e) Consolidated Statements of Cash Flows; and (f) Notes to Consolidated Financial Statements |
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* | Previously filed with the Original Form 10-K.
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(1) Filed as exhibits to Mid-Southern Bancorp, Inc.’s Registration Statement on Form S-1 (333-223875). is responsible for establishing and maintaining adequate internal control over financial reporting. This internal control system has been designed to provide reasonable assurance to the Company’s management and board of directors regarding the preparation and fair presentation of the Company’s published financial statements.
All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
The management of Mid-Southern Bancorp, Inc.’s Registration Statement has assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2018. To make the assessment, we used the criteria for effective internal control over financial reporting described in Internal Control – Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on Form S-8 (333-226919).our assessment, we have concluded that, as of December 31, 2018, the Company’s internal control over financial reporting was effective based on those criteria.
(3) The Company elects
This annual report does not include an attestation report of the Company’s registered public accounting firm. We are an “emerging growth company,” as defined in the JOBS Act. For as long as we continue to satisfy Regulation S-K §229.406(c) by posting its Codebe an emerging growth company, we may take advantage of Ethics on its website at www.mid-southern.com.exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. As a result, for the year ended December 31, 2018 we were not required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act.
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.
Date: September 10, 2019January 7, 2020 | MID-SOUTHERN BANCORP, INC. |
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| | By: | /s/Alexander G. Babey |
| | | Alexander G. Babey President and Chief Executive Officer |
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