United States
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 March 31, 2010
| o | 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: 0-52517
DELANCO BANCORP, INC.
(Name of small business issuer in its charter)
United States (State or other jurisdiction of incorporation or organization) | 36-4519533 (I.R.S. Employer Identification No.) |
615 Burlington Avenue, Delanco, New Jersey (Address of principal executive offices) | 08075 (Zip Code) |
Issuer’s telephone number: (856) 461-0611
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, par value $0.01 per share
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o 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 o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, 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 o No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, will not be contained, to the best of the 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 large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “accelerated filer,” “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer o | Accelerated filer o |
| Non-accelerated filer o (Do not check if a smaller reporting company) | Smaller reporting company x |
Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Act).
Yes o No x
The aggregate market value of the voting and non-voting common equity held by non-affiliates as of September 30, 2009 was approximately $3.8 million.
The number of shares outstanding of the registrant’s common stock as of June 30, 2010 was 1,634,725.
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A (this “Amendment”) amends the Annual Report on Form 10-K for the fiscal year ended March 31, 2010 of Delanco Bancorp, Inc. (the “Company”) originally filed on June 28, 2010 (the “Original Filing”). The Company is filing this Amendment to attach as Exhibit 23.1 a consent of the Company’s independent accountants which consent was inadvertently omitted from the Original Filing. Accordingly, the Company hereby amends and restates in its entirety Part IV, Item 15 of the Original Filing. In addition, updated certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 have been included as Exhibits 31.1 and 31.2. Because the Company’s financial statements are not being amended and are not contained within this Amendment, we are not including updated certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
PART IV
| ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
| | (1) | The financial statements required in response to this item are incorporated by reference from Item 8 of this report. |
| | (2) | All financial statement schedules are omitted because they are not required or applicable, or the required information is shown in the consolidated financial statements or the notes thereto. |
| 3.1 | Charter of Delanco Bancorp, Inc. (Incorporated herein by reference to Exhibit 3.1 to the Registration Statement on Form SB-2 (File No. 333-139339)) |
| 3.2 | Bylaws of Delanco Bancorp, Inc. (Incorporated herein by reference to Exhibit 3.2 to the Form 8-K filed with the Securities and Exchange Commission on August 21, 2009 |
| 4.0 | Stock Certificate of Delanco Bancorp, Inc. (Incorporated herein by reference to Exhibit 4.1 to the Registration Statement on Form SB-2 (File No. 333-139339)) |
| 10.1 | Order to Cease and Desist dated March 17, 2010, by and between Delanco Federal Savings Bank and the Office of Thrift Supervision (Previously filed as an exhibit to the Company’s Annual Report on Form 10-K filed on June 28, 2010). |
| 10.2 | Employment Agreement between Delanco Bancorp, Inc. and James E. Igo (Incorporated by reference from Exhibits to the Form 10-K filed with the Securities and Exchange Commission on June 26, 2009) |
| 10.3 | Employment Agreement between Delanco Federal Savings Bank and James E. Igo (Incorporated by reference from Exhibits to the Form 10-K filed with the Securities and Exchange Commission on June 26, 2009) |
| 10.4 | Delanco Federal Savings Bank Employee Severance Compensation Plan (Incorporated by reference from Exhibit 10.5 of the Form 10-KSB filed with the Securities and Exchange Commission on July 13, 2007) |
| 10.5 | Delanco Federal Savings Bank Directors Retirement Plan (Incorporated herein by reference to Exhibit 10.5 to the Registration Statement on Form SB-2 (File No. 333-139339)) |
| 10.6 | Delanco Bancorp, Inc. 2009 Equity Incentive Plan (Incorporated herein by reference the Company’s definitive proxy materials for the Annual Meeting of Stockholders filed with the Securities and Exchange Commission on July 17, 2009) |
| 23.1 | Consent of Connolly, Grady & Cha, P.C. |
| 31.1 | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer |
| 31.2 | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer |
| 32.0 | Section 1350 Certification (Previously filed as an exhibit to the Company’s Annual Report on Form 10-K filed on June 28, 2010). |
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | DELANCO BANCORP, INC. | |
| | | |
| | | | |
| Date: August 11, 2010 | By: | /s/ James E. Igo | |
| | | James E. Igo | |
| | | Chairman, President and Chief Executive Officer | |
| | | | |
