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, 2013
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 0-20167
MACKINAC FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
MICHIGAN |
| 38-2062816 |
(State of other jurisdiction of |
| (I.R.S. Employer |
incorporation or organization) |
| Identification No.) |
130 South Cedar Street, Manistique, Michigan 49854
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (888) 343-8147
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class |
| Name of Each Exchange on Which Registered |
Common Stock, no 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 o No x
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 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 Web site, 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 o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 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 amendments to this Form 10-K. Yes x No o
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 o |
| Accelerated filer o |
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Non-accelerated filer o |
| 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). Yes o No x
The aggregate market value of the common stock held by non-affiliates of the Registrant, based on a per share price of $5.99 as of June 30, 2012, was $9.431 million. As of March 30, 2013, there were outstanding, 5,559,859 shares of the Corporation’s Common Stock (no par value).
Documents Incorporated by Reference:
Portions of the Corporation’s Annual Report to Shareholders for the year ended December 31, 2013, are incorporated by reference into Part II of this Report.
EXPLANATORY NOTE
This amendment No. 1 to Mackinac Financial Corporation’s Annual Report on Form 10-K for the period ended December 31, 2013, filed on March 28, 2014, is being filed solely for the purposes of furnishing a signed Report of Independent Registered Public Accounting Firm in Exhibit 13 in accordance with Rule 2-02 of Regulation S-X. Exhibit 13 to this report provides the 2013 Annual Report to Shareholders.
This Amendment No. 1 does not reflect any subsequent events occurring after the original filing date of the Form 10-K or modify or update in any way disclosures made in the original filing.
PART II
Item 8. Financial Statements and Supplementary Data
Incorporated by reference to the Corporation’s Consolidated Financial Statements for the years ended December 31, 2013, 2012, and 2011, in the Corporation’s 2013 Annual Report to Shareholders.
PART IV - OTHER INFORMATION
Item 15. Exhibits
(a)
Exhibit |
| Description |
|
|
|
*Exhibit 13 |
| 2013 Annual Report to Shareholders. This exhibit, except for those portions expressly incorporated by reference in this filing, is furnished for the information of the Securities and Exchange Commission and is not deemed “filed” as part of this filing |
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*Exhibit 31 |
| Rule 13a-14(a) Certifications |
|
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|
*Exhibit 32.1 |
| Section 1350 Chief Executive Officer Certification |
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*Exhibit 32.2 |
| Section 1350 Chief Financial Officer Certification |
* Filed herewith.
SIGNATURES
Pursuant to the requirements 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.
| MACKINAC FINANCIAL CORPORATION | |
| (Registrant) | |
Date: July 10, 2014 | By: | /s/ Ernie R. Krueger |
|
| ERNIE R. KRUEGER |
|
| EVP/CHIEF FINANCIAL OFFICER |
|
| (principal financial and accounting officer) |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on July 10, 2014, by the following persons on behalf of the Corporation and in the capacities indicated.
/s/ Paul D. Tobias* |
| /s/ Ernie R. Krueger |
Paul D. Tobias — Chairman, Chief Executive Officer & Director |
| Ernie R. Krueger — Executive Vice President/Chief Financial Officer |
(principal executive officer) |
| (principal financial and accounting officer) |
|
|
|
/s/Walter J. Aspatore* |
| /s/ Joseph D. Garea* |
Walter J. Aspatore - Director |
| Joseph D. Garea — Director |
|
|
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/s/ Robert E. Mahaney* |
| /s/Robert H. Orley* |
Robert E. Mahaney — Director |
| Robert H. Orley - Director |
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|
/s/ Dennis B. Bittner* |
| /s/ L. Brooks Patterson* |
Dennis B. Bittner — Director |
| L. Brooks Patterson — Director |
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|
/s/ Kelly W. George* |
| /s/ Randolph C. Paschke* |
Kelly W. George — President & Director |
| Randolph C. Paschke — Director |
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/s/ David R. Steinhardt* |
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David R. Steinhardt — Director |
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*By: | /s/ Ernie R. Krueger |
|
| Ernie R. Krueger, attorney-in-fact |
|