UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10 - K
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2010
[ ] 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 333-166660
CHOICE BANCORP, INC.
(Exact name of registrant as specified in its charter)
Wisconsin |
| 27-2416885 |
(State or other jurisdiction of |
| (I.R.S. Employer |
incorporation or organization) |
| Identification No.) |
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2450 Witzel Ave., Oshkosh, Wisconsin 54904 | ||
(Address of principal executive offices, including zip code) | ||
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(920) 230-1300 | ||
(Registrant’s telephone number, including area code) | ||
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Indicate by check mark whether the registrant: (i) 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 (ii) has been subject to such filing requirements for the past 90 days.
(1) Yesx No¨
(2) Yesx No¨
Indicate by checkmark whether registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant Rule 405 of Regulation S-T (§232.405 of this chapter) 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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer”, accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer¨ | Accelerated filer ¨ |
Non-accelerated filer ¨ (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 in Rule 12b-2 of the Exchange Act).
Yesx No¨
Number of shares of the issuer’s common stock, $1.00 par value per share, issued and outstanding as of March 9, 2011: one (1), which was held by Choice Bank (see “Explanatory Note” in this Report).
EXPLANATORY NOTE
Choice Bancorp, Inc., a Wisconsin corporation (the “Company”), was formed to serve as the holding company for Choice Bank, a Wisconsin-chartered bank (the “Bank”), as part of a reorganization (the “Reorganization”) whereby each share of Bank common stock will be automatically converted into one share of the Company’s common stock. As previously announced in a Form 8-K filed by the Company on March 15, 2011, the Reorganization was consummated on March 10, 2011.
As of December 31, 2010, the Reorganization had not been consummated, and, as of such date, the Company was a subsidiary of the Bank, had no assets or liabilities, and had not conducted any business other than that of an organizational nature. Accordingly, for informational purposes, the Bank’s annual report on Form 10-K for the year ended December 31, 2010, as filed with the Federal Deposit Insurance Corporation (“FDIC”) on March 31, 2010, is attached hereto as Exhibit 99.1.
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PART I FINANCIAL INFORMATION
ITEM 1. Financial Statements
Not applicable. Please see the Explanatory Note.
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Not applicable. Please see the Explanatory Note.
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk
Not applicable. Please see the Explanatory Note.
ITEM 4. Controls and Procedures
As of the end of the period covered by this annual report on Form 10-K, the Company carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of the Company ‘s “disclosure controls and procedures,” as such term is defined under Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Based on this evaluation, the Company’s chief executive officer and chief financial officer concluded that, as of the end of the fiscal year covered by this report, such disclosure controls and procedures were reasonably designed to ensure that information required to be disclosed by the Company in the reports it files or submit under the Exchange Act is: (a) recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and (b) accumulated and communicated to the Company’s management, including its chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, the Company’s management recognized that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance in achieving the desired control objectives and in reaching a reasonable level of assurance that management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
There were no changes in the Company’s internal controls over financial reporting during the fiscal year ended December 31, 2010 that materially affected, or were reasonably likely to materially affect, the Company’s internal controls over financial reporting.
PART II OTHER INFORMATION
ITEM 1. Legal Proceedings
Not applicable. Please see the Explanatory Note.
Item 1A. Risk Factors
Not applicable. Please see the Explanatory Note.
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
Not applicable. Please see the Explanatory Note.
ITEM 3. Defaults Upon Senior Securities
Not applicable. Please see the Explanatory Note.
ITEM 4. [Reserved]
ITEM 5. Other Information
ITEM 6. Exhibits
Exhibit Number | Description |
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31.1 | Rule 302 Certification of Principal Executive Officer |
31.2 | Rule 302 Certification of Principal Financial Officer |
32.1 | Rule 1350 Certification by Chief Executive Officer |
32.2 | Rule 1350 Certification by Chief Financial Officer |
99.1 | Annual Report on Form 10-K of Choice Bank for the fiscal year ended December 31, 2010 |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report of Choice Bancorp, Inc. on Form 10-K for the year ended December 31, 2010 to be signed on its behalf by the undersigned, thereunto duly authorized.
| CHOICE BANCORP, INC. |
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Date: MARCH 30 , 2011 | By: /s/ STANLEY G. LEEDLE |
| Stanley Leedle, Interim President and Chief |
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.
Signature | Title | Date |
/s/ STANLEY G. LEEDLE Stanley G. Leedle |
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/s/ JOHN GLYNN John Glynn |
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/s/ KENNETH BALDA Kenneth Balda |
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/s/ STEPHEN FORD Stephen Ford |
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Richard Gabert |
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/s/ PAUL GETCHEL Paul Getchel |
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Michael Hanneman D.D.S. |
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Rodney Oilschlager |
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/s/ THOMAS MUZA Thomas Muza |
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James Poeschl |
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/s/ JEFFREY ROGGE Jeffrey Rogge |
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Thomas Rusch |
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Randall Schmiedel |
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/s/ AREND STAM Arend Stam |
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John Supple III |
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/s/ GERALD THIELE Gerald Thiele |
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/s/ MARK TROUDT Mark Troudt |
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/s/ DAVID JANSSEN David Janssen, M.D. |
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