Jacksonville Bancorp 10K/A 2014 Annual report (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2014.

☐ 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: 001-34821

JACKSONVILLE BANCORP, INC.

(Exact name of registrant as specified in its charter)

Maryland		36-4670835
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

1211 West Morton Avenue, Jacksonville, Illinois		62650
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (217) 245-4111

Securities registered pursuant to Section 12(b) of the Act:

	Title of each class	Name of each exchange on which registered

Common Stock, $0.01 par value		The NASDAQ Stock Market, LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

YES☐

NO☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

YES ☐

NO☒

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 ☒

NO ☐

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☒

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.☒

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 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☐

Non-accelerated filer ☐ Smaller reporting company☒

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES ☐ NO ☒

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant, computed by reference to the last sale price on June 30, 2014, as reported by the Nasdaq Capital Market, was approximately $38.6 million.

As of March 1, 2015, there were issued and outstanding 1,800,123 shares of the Registrant’s Common Stock.

DOCUMENTS INCORPORATED BY REFERENCE:

(1) Proxy Statement for the 2015 Annual Meeting of Stockholders of the Registrant (Part III).

(2) Annual Report to Stockholders (Parts II and IV).

EXPLANATORY NOTE

This Amendment No. 1 to the Annual Report on Form 10-K of Jacksonville Bancorp, Inc. (the “Company”) is being filed to add the signature of the Company’s independent registered public accounting firm to the audit report, which was inadvertently omitted from the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 13, 2015. In addition, the Company’s independent registered public accounting firm has issued a new consent for the Company’s Registration Statements on Form S-8.

ITEM 8. Financial Statement and Supplementary Data

The audited consolidated financial statements are incorporated herein by reference from the 2014 Annual Report to Stockholders which is filed as Exhibit 13 to this Annual Report on Form 10-K/A.

PART IV

ITEM 15. Exhibits and Financial Statement Schedules

(a)(1) Financial Statements

The documents filed as a part of this Form 10-K/A and incorporated by reference from Exhibit 13 are:

(A)

Report of Independent Registered Public Accounting Firm;

(B)

Consolidated Balance Sheets - December 31, 2014 and 2013;

(C)

Consolidated Statements of Income - years ended December 31, 2014 and 2013;

(D)

Consolidated Statements of Comprehensive Income – years ended December 31, 2014 and 2013;

(E)

Consolidated Statements of Stockholders’ Equity - years ended December 31, 2014 and 2013;

(F)

Consolidated Statements of Cash Flows - years ended December 31, 2014 and 2013; and

(G)

Notes to Consolidated Financial Statements.

(a)(2) Financial Statement Schedules

All financial statement schedules have been omitted as the required information is inapplicable or has been included in the Notes to Consolidated Financial Statements.

(a)(3) Exhibits


	3.1	Articles of Incorporation(1)
	3.2	Bylaws(2)
	4	Stock Certificate of Jacksonville Bancorp, Inc.(3)
	10.1	Employment Agreement between Jacksonville Savings Bank and Andrew F. Applebee(4)
	10.2	Employment Agreement between Jacksonville Savings Bank and Richard A. Foss(5)
	10.3	Employment Agreement between Jacksonville Savings Bank and John Williams(6)
	10.4	Change in Control Agreement between Jacksonville Savings Bank and Diana S. Tone(7)
	10.5	Amendments to the Jacksonville Savings Bank and Jacksonville Bancorp, MHC Stock Option Plans(8)
	10.6	Jacksonville Savings Bank Supplemental Life Insurance Plan(9)
	10.7	Amended and Restated Jacksonville Savings Bank Salary Continuation Plan 1(10)
	10.8	Jacksonville Savings Bank Long-Term Deferred Compensation Plan, as amended(11)
	10.9	Deferred Compensation Agreement between Chapin State Bank and John C. Williams(12)
	10.10	Director’s Compensation Agreement between Chapin State Bank and John C. Williams(13)
	10.11	Deferred Compensation Agreement between Chapin State Bank and Dean H. Hess(14)
	10.12	Director’s Compensation Agreement between Chapin State Bank and Dean H. Hess(15)
	10.13	Jacksonville Bancorp 2012 Stock Option Plan(16)
	13	2014 Annual Report to Stockholders
	14	Code of Ethics(17)
	21	Subsidiaries *
	23	Consent of BKD LLP to incorporate financial statements into Registration Statements on Form S-8
	31.1	Certification required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	31.2	Certification required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	101 INS	XBRL Instance Document
	101 SCH	XBRL Taxonomy Extension Schema Document
	101 CAL	XBRL Taxonomy Calculation Linkbase Document
	101 DEF	XBRL Taxonomy Extension Definition Linkbase Document
	101 LAB	XBRL Taxonomy Label Linkbase Document
	101 PRE	XBRL Taxonomy Presentation Linkbase Document

	*	Previously filed.
	(1)	Incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on March 12, 2010 (File No. 333-165466).
	(2)	Incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on March 12, 2010 (File No. 333-165466).
	(3)	Incorporated by reference to Exhibit 4 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on March 12, 2010 (File No. 333-165466).

	(4)	Incorporated by reference to Exhibit 10.1 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 20, 2009 (File No. 000-49792).
	(5)	Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on September 4, 2008 (File No. 000-49792).
	(6)	Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on September 4, 2008 (File No. 000-49792).
	(7)	Incorporated by reference to Exhibit 10.7 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on March 12, 2010 (File No. 333-165466).
	(8)	Incorporated by reference to Exhibit 10.6 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on March 12, 2010 (File No. 333-165466).
	(9)	Incorporated by reference to Exhibit 10.8 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on March 12, 2010 (File No. 333-165466).
	(10)	Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 26, 2012 (File No. 001-34821).
	(11)	Incorporated by reference to Exhibit 10.10 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on March 12, 2010 (File No. 333-165466).
	(12)	Incorporated by reference to Exhibit 10.11 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on March 12, 2010 (File No. 333-165466).
	(13)	Incorporated by reference to Exhibit 10.12 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on March 12, 2010 (File No. 333-165466).
	(14)	Incorporated by reference to Exhibit 10.13 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on March 12, 2010 (File No. 333-165466).
	(15)	Incorporated by reference to Exhibit 10.14 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on March 12, 2010 (File No. 333-165466).
	(16)	Incorporated by reference to Exhibit 10 to the Registration Statement on Form S-8 filed with the Securities and Exchange Commission on February 20, 2013 (File No. 333-186754).
	(17)	Incorporated by reference to Exhibit 14 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 29, 2004 (File No. 000-49792).

Signatures

Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	Jacksonville Bancorp, Inc.

Date: March 18, 2015	By:	/s/ Richard A. Foss
		Richard A. Foss, President
		and Chief Executive Officer

EXHIBIT INDEX


	3.1	Articles of Incorporation(1)
	3.2	Bylaws(2)
	4	Stock Certificate of Jacksonville Bancorp, Inc.(3)
	10.1	Employment Agreement between Jacksonville Savings Bank and Andrew F. Applebee(4)
	10.2	Employment Agreement between Jacksonville Savings Bank and Richard A. Foss(5)
	10.3	Employment Agreement between Jacksonville Savings Bank and John Williams(6)
	10.4	Change in Control Agreement between Jacksonville Savings Bank and Diana S. Tone(7)
	10.5	Amendments to the Jacksonville Savings Bank and Jacksonville Bancorp, MHC Stock Option Plans(8)
	10.6	Jacksonville Savings Bank Supplemental Life Insurance Plan(9)
	10.7	Amended and Restated Jacksonville Savings Bank Salary Continuation Plan 1(10)
	10.8	Jacksonville Savings Bank Long-Term Deferred Compensation Plan, as amended(11)
	10.9	Deferred Compensation Agreement between Chapin State Bank and John C. Williams(12)
	10.10	Director’s Compensation Agreement between Chapin State Bank and John C. Williams(13)
	10.11	Deferred Compensation Agreement between Chapin State Bank and Dean H. Hess(14)
	10.12	Director’s Compensation Agreement between Chapin State Bank and Dean H. Hess(15)
	10.13	Jacksonville Bancorp 2012 Stock Option Plan(16)
	13	2014 Annual Report to Stockholders
	14	Code of Ethics(17)
	21	Subsidiaries *
	23	Consent of BKD LLP to incorporate financial statements into Registration Statements on Form S-8
	31.1	Certification required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	31.2	Certification required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	101 INS	XBRL Instance Document
	101 SCH	XBRL Taxonomy Extension Schema Document
	101 CAL	XBRL Taxonomy Calculation Linkbase Document
	101 DEF	XBRL Taxonomy Extension Definition Linkbase Document
	101 LAB	XBRL Taxonomy Label Linkbase Document
	101 PRE	XBRL Taxonomy Presentation Linkbase Document

	*	Previously filed.
	(1)	Incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on March 12, 2010 (File No. 333-165466).
	(2)	Incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on March 12, 2010 (File No. 333-165466).
	(3)	Incorporated by reference to Exhibit 4 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on March 12, 2010 (File No. 333-165466).
	(4)	Incorporated by reference to Exhibit 10.1 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 20, 2009 (File No. 000-49792).
	(5)	Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on September 4, 2008 (File No. 000-49792).
	(6)	Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on September 4, 2008 (File No. 000-49792).
	(7)	Incorporated by reference to Exhibit 10.7 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on March 12, 2010 (File No. 333-165466).
	(8)	Incorporated by reference to Exhibit 10.6 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on March 12, 2010 (File No. 333-165466).
	(9)	Incorporated by reference to Exhibit 10.8 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on March 12, 2010 (File No. 333-165466).
	(10)	Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 26, 2012 (File No. 001-34821).
	(11)	Incorporated by reference to Exhibit 10.10 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on March 12, 2010 (File No. 333-165466).
	(12)	Incorporated by reference to Exhibit 10.11 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on March 12, 2010 (File No. 333-165466).

	(13)	Incorporated by reference to Exhibit 10.12 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on March 12, 2010 (File No. 333-165466).
	(14)	Incorporated by reference to Exhibit 10.13 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on March 12, 2010 (File No. 333-165466).
	(15)	Incorporated by reference to Exhibit 10.14 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on March 12, 2010 (File No. 333-165466).
	(16)	Incorporated by reference to Exhibit 10 to the Registration Statement on Form S-8 filed with the Securities and Exchange Commission on February 20, 2013 (File No. 333-186754).
	(17)	Incorporated by reference to Exhibit 14 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 29, 2004 (File No. 000-49792).

Jacksonville Bancorp Inactive 10-K/A2014 FY Annual report (amended)