UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
(Mark One)
| X | Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the quarterly period ended March 31, 2010
| | Transition report pursuant to Section 13 or 15(d) of the Exchange Act of 1934 |
| | For the transition period from _____________ to ___________ |
Commission file number: 0-26003
ALASKA PACIFIC BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
2094 Jordan Avenue, Juneau, Alaska 99801
(Address of Principal Executive Offices)
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year,
if changed since last report)
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 [_] No [_]
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.
| | Large accelerated filer _____ | Accelerated filer _____ |
| | Non-accelerated filer _____ | Smaller reporting company __X___ |
| | (do not check if a smaller reporting company) | |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No X
State the number of shares outstanding of each of the issuer's classes of common equity as of the latest practicable date:
654,486 shares outstanding on May 1, 2010
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-Q/A amends our Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, initially filed with the Securities and Exchange Commission on May 17, 2010. (“Original Form 10-Q”), is being filed to include Exhibit 18 that was inadvertently omitted from the filing. No other changes to the Original Form 10-Q have been made.
Item 6. Exhibits
| 3.1 | Articles of Incorporation of Alaska Pacific Bancshares, Inc. (1) |
| 3.2 | Statement of Establishment and Designations of Series of Preferred Stock for the Series A Preferred Stock (2) |
| 3.3 | Bylaws of Alaska Pacific Bancshares, Inc. (3) |
| 4.1 | Warrant For Purchase of shares of Common Stock (2) |
| 4.2 | Letter Agreement dated February 6, 2009 between Alaska Pacific Bancshares, Inc. and United States Department of the Treasury, will respect to the issuance and sale of the Series A Preferred Stock and the Warrant(2) |
| 10.1 | Employment Agreement with Craig E. Dahl (4) |
| 10.2 | Severance Agreement with Julie M. Pierce (9) |
| 10.3 | Severance Agreement with Thomas C. Sullivan (4) |
| 10.4 | Severance Agreement with Tammi L. Knight (4) |
| 10.5 | Severance Agreement with John E. Robertson (6) |
| 10.6 | Severance Agreement with Leslie D. Dahl (9) |
| 10.7 | Severance Agreement with Christopher P. Bourque (98) |
| 10.8 | Alaska Federal Savings Bank 401(k) Plan (1) |
| 10.9 | Alaska Pacific Bancshares, Inc. Employee Stock Ownership Plan (4) |
| 10.10 | Alaska Pacific Bancshares, Inc. Employee Severance Compensation Plan (4) |
| 10.11 | Alaska Pacific Bancshares, Inc. 2000 Stock Option Plan (5) |
| 10.12 | Alaska Pacific Bancshares, Inc. 2003 Stock Option Plan (7) |
| 10.13 | Form of Compensation Modification Agreement (2) |
| 14 | Code of Ethics (8) |
| 18 | Moss Adams LLP Letter Regarding Change in Accounting Principles |
| 21 | Subsidiaries of the Registrant |
| 23 | Consent of Independent Registered Public Accounting Firm |
| 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 |
| 32.1 | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 32.2 | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
________________
| (1) | Incorporated by reference to the registrant’s Registration Statement on Form SB-2 (333-74827). |
| (2) | Incorporated by reference to the registrant’s current report on Form 8-K filed on February 6, 2009. |
| (3) | Incorporated by reference to the registrant’s Registration Statement on Form SB-2 (333-74827), except for amended Article III, Section 2, which was incorporated by reference to the registrant’s quarterly report on Form 10-QSB for the quarterly period ended March 31, 2004. |
| (4) | Incorporated by reference to the registrant’s Annual Report on Form 10-KSB for the year ended December 31, 1999. |
| (5) | Incorporated by reference to the registrant’s annual meeting proxy statement dated May 5, 2000. |
| (6) | Incorporated by reference to the registrant’s quarterly report on Form 10-QSB for the quarterly period ended March 31, 2004. |
| (7) | Incorporated by reference to the registrant’s annual meeting proxy statement dated April 10, 2004. |
| (8) | Incorporated by reference to the registrant’s Annual Report on Form 10-KSB for the year ended December 31, 2005 |
| (9) | Incorporated by reference to the registrant’s quarterly report on Form 10-QSB for the quarterly period ended September 30, 2007. |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amended report to be signed on its behalf by the undersigned thereunto duly authorized.
| | | Alaska Pacific Bancshares, Inc. |
| | | |
| | | |
| | | |
| May 21, 2010 | | /s/Craig E. Dahl |
| Date | | Craig E. Dahl |
| | | President and |
| | | Chief Executive Officer |
| | | |
| | | |
| | | |
| May 21, 2010 | | /s/Julie M. Pierce |
| Date | | Julie M. Pierce |
| | | Senior Vice President and |
| | | Chief Financial Officer |
| | | |
EXHIBIT INDEX
| 18 | Moss Adams LLP Letter Regarding Change in Accounting Principles |
| 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 |
| 32.1 | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 32.2 | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
