UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
(Mark One)
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2005
OR
| ¨ | 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 51018
The Bancorp, Inc.
(exact name of registrant as specified in its charter)
| Delaware | 23-3016517 | |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
| 405 Silverside Road, Wilmington, DE | 19809 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (302) 385-5000
Securities registered pursuant to section 12(b) of the act:
Title of each Class | Name of each Exchange on which Registered | |
| None | None |
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $1.00 per share
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ¨ No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(a) of the Act.
Yes ¨ No x
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 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 registrant’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. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ¨ Accelerated filer x Non-accelerated filer ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No x
The aggregate market value of the common shares of the registrant held by non-affiliates of the registrant, based upon the closing price of such shares on June 30, 2005 of $17.44, was approximately $219 million.
As of March 1, 2006, 13,639,180 shares of common stock, par value $1.00 per share, of the registrant were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the proxy statement for registrant’s 2006 Annual Meeting of Shareholders are incorporated by reference in Part III of this Form 10-K.
EXPLANATORY NOTE
This abbreviated amendment on Form 10-K/A (this “Amendment”) amends Exhibit 31.1 and 31.2 originally filed with the Company’s Annual Report on Form 10-K for the year ended December 31, 2005 (the “Original Filing”). The exhibits contained in the Original Filing did not contain the proper internal control language in Item 4.
Except as described above, this Amendment does not revise or update or in any way affect any information or disclosures contained in the Original Filing.
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 be signed on its behalf by the undersigned, thereunto duly authorized.
| THE BANCORP, INC. (Registrant) | ||||
June 21, 2006 | By: | /s/ Betsy Z. Cohen | ||
| Betsy Z. Cohen | ||||
| Chief Executive Officer | ||||
June 21, 2006 | By: | /s/ Martin F. Egan | ||
| Martin F. Egan | ||||
| Chief Financial Officer, Senior Vice President and Secretary | ||||