United States
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Amendment No. 1 on Form 10-K
to Form 10-KSB
(Mark one)
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended September 30, 2007
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 No. 001-33322
CMS BANCORP, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 20-8137247 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
123 Main Street White Plains, New York | 10601 | |
| (Address of principal executive offices) | (Zip Code) | |
(914) 422-2700
(Registrant’s telephone number, including area code)
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 Capital Market |
Securities registered pursuant to section 12(g) of the Act:
None.
(Title of Class)
Indicate by checkmark 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 (§ 229.405 of this chapter) 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. x
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act). Yes ¨ No x
The issuer’s revenues for the fiscal year ended September 30, 2007 were $7.8 million.
The aggregate market value of the common equity held by non-affiliates of the registrant, computed by reference to the average bid and asked prices of the common stock as of December 11, 2007 was $18.3 million.
As of the latest practicable date, the registrant had 2,055,165 shares of common stock, par value $0.01 per share, outstanding.
EXPLANATORY NOTE:
This Amendment No. 1 (this “Amendment No. 1”) on Form 10-K to Form 10-KSB for the fiscal year ended September 30, 2007 is being filed to include the signature of the Chief Financial Officer (Principal Financial and Accounting Officer), which was inadvertently omitted from the signature page to the Form 10-KSB filed on December 28, 2007. This Amendment No. 1 is also being filed to identify the Principal Executive Officer, whose identification was inadvertently omitted from the signature page.
We are also including in this Amendment No. 1 updated Exhibit Index references and certifications of our principal executive and principal financial officers. This Amendment No. 1 to our Annual Report on Form 10-KSB as originally filed on December 28, 2007 (the “Original Report”) continues to speak as of the date of our Original Report, and we have not updated the disclosures contained in this Amendment No. 1 to reflect any events that occurred subsequent to the filing of the Original Report.
SIGNATURES
Pursuant to the requirements of 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.
| CMS BANCORP, INC. | ||
| By: | /S/ JOHN E. RITACCO | |
John E. Ritacco President and Chief Executive 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 the dates indicated.
Name | Title | Date | ||
/S/ THOMAS G. FERRARA Thomas G. Ferrara | Chairman of the Board of Directors | December 27, 2007 | ||
/S/ JOHN E. RITACCO John E. Ritacco | President, Chief Executive Officer and Director | December 27, 2007 | ||
/S/ STEPHEN E. DOWD Stephen E. Dowd | Senior Vice President and Chief Financial Officer | January 12, 2012 | ||
/S/ WILLIAM V. CUDDY William V. Cuddy | Director | December 27, 2007 | ||
/S/ SUSAN A. MASSARO Susan A. Massaro | Director | December 27, 2007 | ||
/S/ CHERI R. MAZZA Cheri R. Mazza | Director | December 27, 2007 | ||
/S/ MATTHEW G. MCCROSSON Matthew G. McCrosson | Director | December 27, 2007 | ||
/S/ ANNEMARIE V. ROMAGNOLI Annemarie V. Romagnoli | Director | December 27, 2007 | ||
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 No. 1 on Form 10-K to Form 10-KSB to be signed on its behalf by the undersigned, thereunto duly authorized.
| CMS BANCORP, INC. | ||
| By: | /S/ STEPHEN E. DOWD | |
Stephen E. Dowd Senior Vice President and Chief Financial Officer (Duly Authorized Representative) | ||
| Date: | January 12, 2012 |
EXHIBIT INDEX
Exhibit No. | Description | |
| 2.1 | Plan of Conversion and Stock Issuance of Community Mutual Savings Bank. (1) | |
| 3.1 | Certificate of Incorporation of CMS Bancorp, Inc. (1) | |
| 3.2 | Bylaws of CMS Bancorp, Inc. (1) | |
| 4.1 | Form of Stock Certificate of CMS Bancorp, Inc. (1) | |
| 10.1 | Form of Employee Stock Ownership Plan of CMS Bancorp, Inc. (2) | |
| 10.2 | Form of Employment Agreement between John E. Ritacco and CMS Bancorp, Inc. (1) | |
| 10.3 | Amended and Restated Employment Agreement between John E. Ritacco and Community Mutual Savings Bank. (1) | |
| 10.4 | Form of Two-Year Change of Control Agreement by and among certain officers, Community Mutual Savings Bank and CMS Bancorp, Inc. (1) | |
| 10.5 | CMS Bancorp, Inc. 2007 Stock Option Plan. (3) | |
| 10.6 | CMS Bancorp, Inc. 2007 Recognition and Retention Plan. (3) | |
| 13.1 | CMS Bancorp, Inc. 2007 Annual Report to Shareholders.* | |
| 14.1 | Code of Ethics.* | |
| 23.1 | Independent Registered Public Accounting Firm’s Consent.* | |
| 31.1 | Rule 13a-14(a)/15d-14(a) Certification.** | |
| 31.2 | Rule 13a-14(a)/15d-14(a) Certification.** | |
| 32.1 | Section 1350 Certification.* | |
| 32.2 | Section 1350 Certification.* | |
| * | Filed with the Annual Report on Form 10-KSB dated December 27, 2007, with the Commission on December 28, 2007. |
| ** | Filed herewith. |
| (1) | Incorporated by reference to Registration Statement No. 333-139176 on Form SB-2 filed with the Commission on December 7, 2006, as amended. |
| (2) | Incorporated by reference to the amendment to Registration Statement No. 333-139176 on Form SB-2 filed with the Commission on January 19, 2007. |
| (3) | Incorporated by reference to the Registrant’s Proxy Statement filed with the Commission on September 21, 2007. |
