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 December 31, 2012 | |
| 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 NUMBER 000-54280
| SUNSHINE FINANCIAL, INC. |
| (Exact Name of Registrant as Specified in its Charter) |
| MARYLAND | 36-4678532 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
| 1400 EAST PARK AVENUE, TALLAHASSEE, FLORIDA | 32301 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (850) 219-7200
Securities Registered Pursuant to Section 12(b) of the Act:
None
Securities Registered Pursuant to Section 12(g) of the Act:
Title of each class
Common Stock, par value $.01 per share
Indicate by checkmark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES [ ] NO [X]
Indicate by checkmark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES [ ] NO [X]
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 checkmark 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 (§ 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 [X] NO [ ]
Indicate by checkmark 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 checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “accelerated filer,” “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Act.
| Large accelerated filer [ ] | Accelerated filer [ ] | Non-accelerated filer [ ] | Smaller reporting company [X] |
| (Do not check if smaller reporting company) |
Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES [ ] NO [ X ]
The aggregate market value of the voting and non-voting common equity held by non-affiliates as of June 30, 2012, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $13.5 million. (The exclusion from such amount of the market value of the shares owned by any person shall not be deemed an admission by the registrant that such person is an affiliate of the registrant.)
Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date.
As of March 25, 2013, there were 1,234,454 shares of the registrant’s common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
PART III of Form 10-K--Portions of registrant’s Proxy Statement for its 2013 Annual Meeting of Stockholders.
1
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A to the Company’s Annual Report of Form 10-K for the fiscal year ended December 31, 2012 (“Form 10-K) and filed with the SEC on March 25, 2013, is being filed to correct the inadvertent omission of Exhibit 23 from the Form 10-K.
2
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.
| SUNSHINE FINANCIAL, INC. | ||
| Date: April 1, 2013 | By: | /s/ Louis O. Davis, Jr. |
| Louis O. Davis, Jr., President and Chief Executive Officer | ||
| Duly Authorized Representative) | ||
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.
/s/ Louis O. Davis, Jr. Louis O. Davis Jr., President, Chief Executive Officer and Director (Duly authorized representative and Principal Executive Officer) | Date: April 1, 2013 |
/s/ Benjamin F.Betts, Jr.* Benjamin F. Betts, Jr., Chairman of the Board and Director | Date: April 1, 2013 |
/s/ Patrick E. Lyons* Patrick E. Lyons, Director | Date: April 1, 2013 |
/s/ Doris K. Richter* Doris K. Richter, Director | Date: April 1, 2013 |
/s/ Fred G. Shelfer* Fred G. Shelfer, Director | Date: April 1, 2013 |
/s/ Robert K. Bacon* Robert K. Bacon, Director | Date: April 1, 2013 |
/s/ Joyce E. Chastain* Joyce E. Chastain, Director | Date: April 1, 2013 |
/s/ Brian P. Baggett* Brian P. Baggett, Director | Date: April 1, 2013 |
/s/ Scott A. Swain Scott A. Swain, Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) | Date: April 1, 2013 |
* Executed this 1st day of April 2013, on behalf of the indicated Directors by Scott A. Swain, duly appointed Attorney-in-Fact.
By: /s/ Scott A. Swain
Scott A. Swain
Attorney-in-Fact
3
EXHIBIT INDEX
Exhibits: | |
| 2.0 | Plan of Conversion and Reorganization (incorporated herein by reference to Exhibit 2.0 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-169555)) |
| 3.1 | Articles of Incorporation of Sunshine Financial, Inc. (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-169555)) |
| 3.2 | Bylaws of Sunshine Financial, Inc. (incorporated herein by reference to Exhibit 3.2 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-169555)) |
| 4.0 | Form of Common Stock Certificate of Sunshine Financial, Inc. (incorporated herein by reference to Exhibit 4.0 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-169555)) |
| 10.1 | Employment Agreement by and between Sunshine Savings Bank and Louis O Davis, Jr. (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-169555)) |
| 10.2 | Form of Change of Control Agreement by and between Sunshine Financial, Inc. and Louis O. Davis Jr. (incorporated herein by reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-169555)) |
| 10.3 | Form of Change of Control Agreement by and between Sunshine Financial, Inc. and each of Brian P. Baggett and Scott A. Swain (incorporated herein by reference to Exhibit 10.3 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-169555)) |
| 10.4 | Employee Severance Policy (incorporated herein by reference to Exhibit 10.4 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-169555)) |
| 10.5 | Director Fee Arrangements (incorporated herein by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 (File No. 000-54280)) |
| 10.6 | Sunshine Financial, Inc. 2012 Equity Incentive Plan (incorporated herein by reference to Appendix A to the Registrant's Definitive Proxy Statement filed on Schedule 14A on April 20, 2012 (File No. 000-54280)) |
| 10.7 | Forms of Incentive Stock Option, Non-Qualified Stock Option and Restricted Stock Agreements under the 2012 Equity Incentive Plan (incorporated by reference to the Exhibits to the Registrant's Registration Statement on Form S-8 filed with the SEC on June 29, 2012 (File No. 333-182450)) |
| 11.0 | Statement re computation of per share earnings (See Note1 of the Notes to Consolidated Financial Statements included in this Form10-K). |
| 21.0 | Subsidiaries of the registrant (incorporated herein by reference to Exhibit 21.0 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-169555)) |
| 23.0 | Consent of Accountants |
| 24.0 | Power of Attorney (on signature page) # |
| 31.1 | Rule 13a-14(a) Certification of the Chief Executive Officer # |
| 31.2 | Rule 13a-14(a) Certification of the Chief Financial Officer # |
| 32.0 | Section 1350 Certification # |
| 101 | Interactive Data Files*# |
# Exhibit was previously filed with the original Annual Report on Form 10-K for the fiscal year ended December 31, 2012.
* In accordance with Rule 406T of Regulation S-T, these interactive data files are deemed not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are not deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.