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, 2009
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES |
| EXCHANGE ACT OF 1934 |
Commission File Number 000-32017
CENTERSTATE BANKS, INC.
(Name of registrant as specified in its charter)
| Florida | 59-3606741 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| 42745 U.S. Highway 27, Davenport, Florida | 33837 | |
| (Address of principal executive offices) | (Zip Code) |
Issuer’s telephone number, including area code: (863) 419-7750
Securities registered pursuant to Section 12(b) of the Act: Common Stock, par value $0.01 per share
Securities registered pursuant to Section 12(g) of the Act: None
The registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ¨ NO x
The registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES ¨ NO x
Check whether the issuer has (1) 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 issuer 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 during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). YES x NO ¨
Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation SK contained in this form, and no disclosure will be contained, to the best of issuer’s 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. x
Indicate by check mark if 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):
| Large accelerated filer | ¨ | Accelerated filer | x | |||
| Non-accelerated filer | ¨ | Smaller reporting company | ¨ | |||
The registrant is a shell company, as defined in Rule 12b-2 of the Exchange Act. YES ¨ NO x
The aggregate market value of the Common Stock of the issuer held by non-affiliates of the issuer (8,697,011 shares) on June 30, 2009, was approximately $64,532,000. The aggregate market value was computed by reference the last sale of the Common Stock of the issuer at $7.42 per share on June 30, 2009. For the purposes of this response, directors, executive officers and holders of 5% or more of the issuer’s Common Stock are considered the affiliates of the issuer at that date.
As of March 1, 2010 there were outstanding 25,778,229 shares of the issuer’s Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for the Annual Meeting of Shareholders to be held on May 10, 2010 to be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days of the issuer’s fiscal year end are incorporated by reference into Part III, of this Annual Report on Form 10-K.
Explanatory Note:
This Amendment No. 1 on Form 10-K/A to the CenterState Banks, Inc. Annual Report on Form 10-K for fiscal year ending December 31, 2009 filed with the Securities and Exchange Commission on March 4, 2010 is being filed solely for the purpose of adding the enclosed Exhibits 99.1 and 99.2.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has caused this report to be duly signed on its behalf by the undersigned, thereunto duly authorized, in the City of Davenport, State of Florida, on the 25th day of March, 2010.
| CENTERSTATE BANKS, INC. |
| /s/ ERNEST S. PINNER |
| Ernest S. Pinner |
Chairman of the Board, President and Chief Executive Officer |
| /s/ JAMES J. ANTAL |
| James J. Antal |
| Senior Vice President and Chief Financial Officer |
(Principal financial officer and principal accounting officer) |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on March 25, 2010.
Signature | Title | |||
/s/ ERNEST S. PINNER Ernest S. Pinner | Chairman of the Board President and Chief Executive Officer | |||
/s/ JAMES H. BINGHAM James H. Bingham | Director | |||
/s/ G. ROBERT BLANCHARD, JR. G. Robert Blanchard, Jr. | Director | |||
/s/ C. DENNIS CARLTON C. Dennis Carlton | Director | |||
/s/ FRANK M. FOSTER, JR. Frank M. Foster, Jr. | Director | |||
/s/ GAIL E. GREGG-STRIMENOS Gail E. Gregg-Strimenos | Director | |||
/s/ BRYAN W. JUDGE Bryan W. Judge | Director | |||
/s/ SAMUEL L. LUPFER, IV Samuel L. Lupfer, IV | Director | |||
/s/ LAWRENCE W. MAXWELL Lawrence W. Maxwell | Director | |||
/s/ RULON D. MUNNS Rulon D. Munns | Director | |||
/s/ G. TIERSO NUNEZ II G. Tierso Nunez II | Director | |||
/s/ THOMAS E. OAKLEY Thomas E. Oakley | Director | |||
/s/ J. THOMAS ROCKER J. Thomas Rocker | Director | |||
CenterState Banks, Inc.
Form 10-K/A
For Fiscal Year Ending December 31, 2009
EXHIBIT INDEX
Exhibit No. | Exhibit | |
31.1 | Certification of President and Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002 | |
31.2 | Certification of Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002 | |
32.1 | Certification of President and Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of 2002 | |
32.2 | Certification of Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002 | |
99.1 | Certification of Chief Executive Officer pursuant to section 111(b)(4) of EESA for TARP recipient | |
99.2 | Certification of Chief Financial Officer pursuant to section 111(b)(4) of EESA for TARP recipient | |
