| 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 December 31, 2011 | |
Commission File number 1-11826 | |
 | |
| MIDSOUTH BANCORP, INC. | |
| (Exact name of registrant as specified in its charter) | |
| Louisiana | 72-1020809 |
| (State of Incorporation) | (I.R.S. EIN Number) |
| 102 Versailles Boulevard, Lafayette, Louisiana 70501 | |
| (Address of principal executive offices) | |
Registrant's telephone number, including area code: (337) 237-8343 | |
| Securities registered pursuant to Section 12(b) of the Act: | |
| Title of each class | Name of each exchange on which registered |
| Common Stock, $.10 par value | New York Stock Exchange AMEX |
| Securities registered pursuant to Section 12(g) of the Act: none | |
| Indicate by check mark if this registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. | |
Yes ¨ No þ | |
| Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. | |
Yes ¨ No þ | |
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 þ No ¨ | |
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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No ¨ | |
Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K 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 þ | |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a nonaccelerated filer. A large accelerated filer ¨ An accelerated filer þ A nonaccelerated filer ¨ 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 þ | |
| The aggregate market value of the voting and nonvoting common equity held by nonaffiliates of the registrant at June 30, 2011 was approximately $83,527,025 based upon the closing market price on NYSE Amex Equities as of such date. As of May 23, 2012 there were 10,465,506 outstanding shares of MidSouth Bancorp, Inc. common stock. | |
| DOCUMENTS INCORPORATED BY REFERENCE | |
| Portions of the Company’s Proxy Statement for its 2012 Annual Meeting of Shareholders are incorporated by reference into Part III of this Form 10-K. | |
EXPLANATORY NOTE
MidSouth Bancorp, Inc. is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to our Annual Report on Form 10-K for the year ended December 31, 2011, originally filed with the Securities and Exchange Commission on March 15, 2012 (the “Original Form 10-K”), for the purpose of including (i) the currently-dated certifications from our chief executive officer and chief financial officer, as required by Section 906 of the Sarbanes-Oxley Act of 2002, that are furnished with this Amendment as Exhibits 32.1 and 32.2, respectively, and (ii) the Description of the MidSouth Bancorp, Inc. 2011 Annual Incentive Compensation Plan, that is filed with this Amendment as Exhibit 10.10. Accordingly, this Amendment amends and restates in its entirety Item 15 of Part IV of the Original Form 10-K as reflected below.
Except as noted above, this Amendment does not update or modify any disclosures in or reflect any events occurring after the filing of the Original Form 10-K. Accordingly, this Amendment should be read in conjunction with the Original Form 10-K.
The registrant hereby amends and restates Item 15 of Part IV of the Original Form 10-K as follows:
Item 15 - Exhibits and Financial Statement Schedules
The following documents are filed as a part of this report:
(a)(1) The following consolidated financial statements and supplementary data of the Company are included in Part II of this Form 10-K:
| Selected Quarterly Financial Data | |
| Report of Independent Registered Public Accounting Firm | |
| Consolidated Balance Sheets – December 31, 2011 and 2010 | |
| Consolidated Statements of Earnings – Years ended December 31, 2011, 2010, and 2009 | |
| Consolidated Statements of Changes in Shareholders’ Equity – Years ended December 31, 2011, 2010, and 2009 | |
| Consolidated Statements of Cash Flows – Years ended December 31, 2011, 2010, and 2009 | |
| Notes to Consolidated Financial Statements |
(a)(2) All schedules have been outlined because the information required is included in the financial statements or notes or have been omitted because they are not applicable or not required.
Exhibits
| Exhibit No. | Description | |
| 3.1 | Amended and Restated Articles of Incorporation of MidSouth Bancorp, Inc. (restated solely for purposes of Item 601(b)(3) of Regulation S-K) (filed as Exhibit 3.1 to MidSouth’s Current Report on Form 8-K filed on May 27, 2011 and incorporated herein by reference). | |
| 3.1(a) | Articles of Amendment to the Amended and Restated Articles of Incorporation of MidSouth Bancorp, Inc. (filed as Exhibit 3.1 to MidSouth’s Current Report on Form 8-K filed on August 29, 2011 and incorporated herein by reference). | |
| 3.2 | Amended and Restated By-laws of MidSouth Bancorp, Inc. effective December 19, 2007 (filed as Exhibit 3.3 to MidSouth’s Annual Report on Form 10-K for the year ended December 31, 2008 and incorporated herein by reference). |
| 4.1 | Specimen Common Stock Certificate. (filed as Exhibit 4.1 to MidSouth’s Registration Statement (No. 333-163361) on Form S-1 filed November 25, 2009 and incorporated herein by reference). | |
| 4.2 | Specimen Stock Certificate for Series A Fixed Rate Cumulative Perpetual Preferred Stock (included as part of Exhibit 3.1 to MidSouth’s Current Report on Form 8-K filed January 14, 2009 and incorporated herein by reference). | |
| 4.3 | Warrant to Purchase Shares of Common Stock of MidSouth Bancorp, Inc. (filed as Exhibit 3.2 to Form 8-K filed January 14, 2009 and incorporated herein by reference). | |
| 10.1 | MidSouth National Bank Lease Agreement with Southwest Bank Building Limited Partnership (filed as Exhibit 10.7 to the Company's annual report on Form 10-K for the Year Ended December 31, 1992, and incorporated herein by reference). | |
| 10.2 | First Amendment to Lease between MBL Life Assurance Corporation, successor in interest to Southwest Bank Building Limited Partnership in Commendam, and MidSouth National Bank (filed as Exhibit 10.1 to the Company's annual report on Form 10-KSB for the year ended December 31, 1994, and incorporated herein by reference). | |
| 10.3+ | Amended and Restated Deferred Compensation Plan and Trust effective dated December 17, 2008 (filed as Exhibit 10.3 to MidSouth’s Annual Report on Form 10-K for the year ended December 31, 2008 and incorporated herein by reference). | |
| 10.4+ | Employment Agreement with Karen L. Hail (filed as Exhibit 10.4 to MidSouth’s Registration Statement (No. 333-163361) on Form S-1 filed November 25, 2009 and incorporated herein by reference). | |
| 10.5+ | The MidSouth Bancorp, Inc. 2007 Omnibus Incentive Plan (filed as an appendix to MidSouth’s definitive proxy statement filed April 23, 2007 and incorporated herein by reference). | |
| 10.6 | Letter Agreement, dated January 9, 2009, including the Securities Purchase Agreement – Standard Terms incorporated by reference therein, between the Company and the United States Department of the Treasury (filed as Exhibit 10.1 to Form 8-K filed January 14, 2009 and incorporated herein by reference). | |
| 10.7+ | Form of Letter Agreement, executed by each of Messrs. C.R. Cloutier, J. Eustis Corrigan, Jr., Donald R. Landry and A. Dwight Utz, and Ms. Karen L. Hail with the Company (filed as Exhibit 10.3 to Form 8-K filed January 14, 2009 and incorporated herein by reference). | |
| 10.8+ | Form of Restricted Stock Award Agreement (filed as Exhibit 10.1 to the Form 8-K filed July 6, 2010 and incorporated herein by reference). | |
| 10.9 | Small Business Lending Fund Securities Purchase Agreement, dated August 25, 2011, between MidSouth Bancorp, Inc. and the Secretary of the Treasury (filed as Exhibit 10.1 to the Form 8-K filed on August 29, 2011 and incorporated herein by reference). | |
| 10.10+ | Description of the MidSouth Bancorp, Inc. 2011 Annual Incentive Compensation Plan** | |
| 21 | Subsidiaries of the Registrant* | |
| 23.1 | Consent of Porter, Keadle, Moore LLC* | |
| 31.1 | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended * | |
| 31.2 | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended * | |
| 31.3 | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended** | |
| 31.4 | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended ** | |
| 32.1 | Certification by the Company’s Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002** | |
| 32.2 | Certification by the Company’s Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002** | |
99.1 | Certification of Chief Executive Officer pursuant to the Emergency Economic Stability Act of 2008* | |
99.2 | Certification of Chief Financial Officer pursuant to the Emergency Economic Stability Act of 2008* | |
| 101 | The following financial information from the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011, formatted in Extensible Business Reporting Language (“XBRL”): (i) Consolidated Statements of Operations, (ii) Consolidated Balance Sheets, (iii) Consolidated Statements of Stockholders’ Equity, (iv) Consolidated Statements of Cash Flows and (v) Notes to Consolidated Financial Statements.#* |
| + | Management contract or compensatory plan or arrangement |
| # | Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not to be “filed” or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, or Section 18 of the Securities Act of 1934, as amended, and otherwise are not subject to liability under these sections. |
| * | Previously included as an exhibit to MidSouth’s Annual Report on Form 10-K for the year ended December 31, 2011 filed on March 15, 2012 |
| ** | Included herewith |
Agreements with respect to certain of the Company’s long-term debt are not filed as Exhibits hereto inasmuch as the debt authorized under any such agreement does not exceed 10% of the Company’s total assets. The Company agrees to furnish a copy of each such agreement to the Securities & Exchange Commission upon request.
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.
| MIDSOUTH BANCORP, INC. | |||||
| Registrant | |||||
| By: | /s/ C. R. Cloutier | ||||
| C. R. Cloutier | |||||
| President and Chief Executive Officer | |||||
| Date: | May 23, 2012 | ||||