U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q/A
Amendment No. 1
| x | Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the quarterly period ended September 30, 2005
| ¨ | 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 0-26551
INTEGRITY FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
| NORTH CAROLINA | 56-2137427 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |
39 Second Street, N.W. Hickory, North Carolina | 28601 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
Registrant’s Telephone number, including area code: (888) 894-2483
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 past 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 is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes x No ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
Number of shares of Common Stock outstanding as of November 10, 2005: 5,258,669.
EXPLANATORY NOTE
This Amendment No. 1 to the quarterly report on Form 10-Q of Integrity Financial Corporation (the “Registrant”) for the quarter ended September 30, 2005 is being filed for the sole purpose of filing, as Exhibit 10.1 hereto, the Agreement and Plan of Merger by and between the Registrant and FNB Corp., Asheboro, North Carolina. This material agreement was executed on September 18, 2005 and previously reported pursuant to Item 1.01 of the Registrant’s Current Report on Form 8-K, filed with the Commission on September 20, 2005.
Item 6. Exhibits
| 10.1 | Agreement and Plan of Merger by and between FNB Corp. and Integrity Financial Corporation |
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this amendment to this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| INTEGRITY FINANCIAL CORPORATION | ||||
| Date: November 18, 2005 | By: | /s/ W. Alex Hall, Jr. | ||
| W. Alex Hall, Jr. | ||||
| President and Chief Executive Officer | ||||
| Date: November 18, 2005 | By: | /s/ Susan B. Mikels | ||
| Susan B. Mikels | ||||
| Principal Financial Officer | ||||
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Exhibit Index
| Exhibit No. | Description | |
| 10.1 | Agreement and Plan of Merger by and between FNB Corp. and Integrity Financial Corporation |
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