UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2008
Commission File Number 000-51305
HERITAGE FINANCIAL GROUP
(A United States Corporation)
IRS Employer Identification Number 45-0479535
721 N. Westover Blvd., Albany, GA 31707
229-420-0000
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Name of Each Exchange on which registered | |
| Common Stock, Par Value $0.01 per share | NASDAQ Stock Market, LLC |
Check whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.o Yesþ No
Check whether the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.o Yesþ No
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the 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.þ Yeso No
Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-K contained in this form, and no disclosure will 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.þ
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. (Check one):
| o Large accelerated filer | o Accelerated filer | o Non-accelerated filer | þ Smaller reporting company | |||
| (Do not check if a smaller reporting company) |
Check whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).o Yesþ No
As of March 24, 2009, there were issued and outstanding 10,411,496 shares of the registrant’s common stock. The aggregate market value of the voting stock held by non-affiliates of the registrant on this date was approximately $11.7 million, computed by reference to the last sales price on NASDAQ Global Market on that date of $6.50 per share on 1,799,767 shares.
DOCUMENTS INCORPORATED BY REFERENCE
Part III of Form 10-K – Portions of the Proxy Statement for the 2009 Annual Meeting of Stockholders.
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A (the “Amendment”) amends the Annual Report on Form 10-K of Heritage Financial Group for the fiscal year ended December 31, 2008, originally filed with the Securities and Exchange Commission (“SEC”) on March 31, 2009 (the “Original Filing”). We are filing this Amendment to amend the front cover of the Original Filing to correct a typographical error on the front cover in which the “yes” box was inadvertently checked in answer to the question of whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). This amendment is being filed to correctly indicate “no” as the answer to that item. In connection with the filing of this Amendment and pursuant to the rules of the SEC, we are including with this Amendment certain new certifications by our principal executive officer and principal financial officer. Accordingly, Item 15 of Part IV has also been amended to reflect the filing of these new certifications.
Except as described above, no other changes have been made to the Original Filing. The Original Filing continues to speak as of the date of the Original Filing, and we have not updated the disclosures contained therein to reflect any events which occurred at a date subsequent to the filing of the Original Filing other than as expressly indicated in this Amendment. In this Amendment, unless the context indicates otherwise, the terms “Company,” “we,” “us,” and “our” refer to Heritage Financial Group and its subsidiaries. Other defined terms used in this Amendment but not defined herein shall have the meaning specified for such terms in the Original Filing.
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PART IV
Item 15. Exhibits
| Reference to | ||||
| Prior Filing | ||||
| or Exhibit Number | ||||
| Exhibit Number | Document | Attached Hereto | ||
| 31 | Rule 13a-14(a)/15d-14(a) Certifications | 31 | ||
| 32 | Section 1350 Certifications | 32 |
| * | Filed as an exhibit to the Registrant’s Registration Statement on Form SB-2 (File No. 333-123581), declared effective by the Securities and Exchange Commission on May 16, 2005. | |
| ** | Filed as an exhibit to Pre-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form SB-2. (File No. 333-123581) declared effective by the Securities and Exchange Commission on May 16, 2005. | |
| *** | Filed as an exhibit to the Filer’s Form 10-KSB for the year ended December 31, 2005, filed with the commission on March 30, 2006. |
SIGNATURES
In accordance with 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.
| HERITAGE FINANCIAL GROUP | ||||
| Date: May 1, 2009 | By: | /s/ O. Leonard Dorminey | ||
| O. Leonard Dorminey, President and | ||||
| Chief Executive Officer (Duly Authorized Representative) | ||||
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints O. Leonard Dorminey his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Date: May 1, 2009 | /s/ O. Leonard Dorminey | |
| O. Leonard Dorminey | ||
| President, Chief Executive Officer and Director (Principal Executive Officer) | ||
| Date: May 1, 2009 | /s/ Antone D. Lehr | |
| Antone D. Lehr, Chairman of the Board | ||
| Date: May 1, 2009 | /s/ Joseph C. Burger | |
| Joseph C. Burger, Vice Chairman of the Board | ||
| Date: May 1, 2009 | /s/ Douglas J. McGinley | |
| Douglas J. McGinley, Director | ||
| Date: May 1, 2009 | /s/ Carol W. Slappey | |
| Carol W. Slappey, Director | ||
| Date: May 1, 2009 | /s/ J. Keith Land | |
| J. Keith Land, Director | ||
| Date: May 1, 2009 | /s/ J. Lee Stanley | |
| J. Lee Stanley, Director | ||
| Date: May 1, 2009 | /s/ T. Heath Fountain | |
| T. Heath Fountain | ||
| Senior Vice President and Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) |
Index to Exhibits
| 31.1 | Rule 13a-14(a)/15d-14(a) Certifications of President and Chief Executive Officer | |
| 31.2 | Rule 13a-14(a)/15d-14(a) Certifications of Chief Financial Officer | |
| 32 | Section 1350 Certifications |