UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
| |
☒ | Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the fiscal year ended SEPTEMBER 30, 2020
-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: 000-55084
PRUDENTIAL BANCORP, INC.
(Exact Name of Registrant as Specified in its Charter)
| ||
PENNSYLVANIA |
| 46-2935427 |
| ||
1834 WEST OREGON AVENUE |
| 19145 |
PHILADELPHIA, PENNSYLVANIA | | (Zip Code) |
(Address of Principal Executive Offices) | |
|
Registrant’s telephone number: (including area code) (215) 755-1500
Securities registered pursuant to Section 12(b) of the Act:
| | | ||
Title of Each Class |
| Trading Symbol (s) |
| Name of Each Exchange on Which Registered |
| | | |
|
Common Stock (par value $0.01 per share) | | PBIP | | 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 checkmark whether the Registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). YES ⌧ NO ◻
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:
| ||
Large Accelerated Filer ◻ |
| Accelerated Filer ◻ |
Non-Accelerated Filer ☒ | | Smaller Reporting Company ☒ |
| | Emerging Growth Company ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
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 stock held by non-affiliates of the Registrant based on the closing price of $14.80 on March 31, 2020, the last business day of the Registrant’s second quarter was approximately $115.2 million (8,202,479 shares issued and outstanding less approximately 418,000 shares held by affiliates at $14.80 per share). Although directors and executive officers of the Registrant and certain employee benefit plans were assumed to be "affiliates" of the Registrant for purposes of the calculation, the classification is not to be interpreted as an admission of such status.
As of the close of business on December 9, 2020 there were 8,098,675 shares of the Registrant’s Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
1. | Portions of the Definitive Proxy Statement for the 2021 Annual Meeting of Shareholders are incorporated by reference into Part III, Items 10-14 of this Form 10-K. |
EXPLANATORY NOTE
Prudential Bancorp, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (“Form 10-K/A”) to its original filing of its Annual Report on Form 10-K for the year ended September 30, 2020 on December 18, 2020 (the “Original Filing”) for the sole purpose of correcting Exhibit 23.1 with respect to the inadvertent incorrect dating of the consent.
As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), certifications by the Company’s principal executive officer and principal financial officer are filed as exhibits to this Form 10-K/A under Item 15 of Part IV hereof. Paragraphs 3, 4 and 5 of these certifications have been omitted in accordance with the SEC’s rules and guidance. Additionally, this Form 10-K/A does not include the certifications under Section 906 of the Sarbanes-Oxley Act of 2002, as no financial statements are being filed with this Form 10-K/A.
Except as described above, this Form 10-K/A does not modify or update disclosure in, or exhibits to, the Original Filing. Furthermore, this Form 10-K/A does not change any previously reported financial results, nor does it reflect events occurring after the date of the Original Filing. Information not affected by this Form 10-K/A remains unchanged and reflects the disclosures made at the time the Original Filing was made. Accordingly, this Form 10-K/A should be read in conjunction with the Original Filing and the Company's other filings with the Securities and Exchange Commission.
PART IV
Item 15. Exhibits, Financial Statement Schedules
Part IV of the Original Filing is hereby amended to solely provide for the corrected Exhibit 23.1 and the other exhibits required to be filed in connection with this Form 10-K/A.
The following exhibits are filed as part of this Form 10-K, and this list includes the Exhibit Index.
Exhibit No. |
| Description |
|---|---|---|
23.1 | | |
31.1 | ||
31.2 | ||
104 | | Cover Page Interactive Data (formatted as Inline XBRL) |
* | Filed herewith. |
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.
|
| Prudential Bancorp, Inc. | |
|
| ||
January 8, 2021 | By: | /S/DENNIS POLLACK | |
|
| Dennis Pollack | |
|
| President and Chief Executive Officer | |
