UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q/A
(Amendment No. 1)
(Mark One)
| ý | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 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 0-17706
| QNB Corp. |
(Exact Name of Registrant as Specified in Its Charter)
| Pennsylvania | 23-2318082 |
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
| 15 North Third Street, P.O. Box 9005 Quakertown, PA | 18951-9005 |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant's Telephone Number, Including Area Code (215) 538-5600
| Not Applicable |
| Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report. |
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. Yesþ 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 (§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). Yesþ 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¨ | Smaller Reporting Companyþ |
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes¨ Noþ
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
| Class | Outstanding at August 6, 2012 | |
| Common Stock, par value $0.625 | 3,201,606 |
Explanatory Note
The sole purpose of this Amendment No. 1 on Form 10-Q/A to our Quarterly Report on Form 10-Q for the period ended June 30, 2012 (the “Form 10-Q”), filed with the Securities and Exchange Commission on August 10, 2012, is to furnish the Exhibits 101 to the Form 10-Q in accordance with Rule 402 of Regulation S-T which provides the required items from our Form 10-Q formatted in Extensible Business Reporting Language (XBRL).
This Amendment No. 1 does not otherwise change or update the disclosures set forth in the Form 10-Q as originally filed and does not otherwise reflect events occurring after the original filing of the Form 10-Q.
Pursuant to Rule 406T of Regulation S-T, the interactive data files contained in Exhibit 101 are not deemed filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under these sections.
Item 6. Exhibits
| Exhibit 3(i) | Articles of Incorporation of Registrant, as amended. (Incorporated by reference to Exhibit 3(i) of Registrants Form DEF 14-A filed with the Commission on April 15, 2005). | |
| Exhibit 3(ii) | Bylaws of Registrant, as amended. (Incorporated by reference to Exhibit 3(ii) of Registrant’s Form 8-K filed with the Commission on January 23, 2006). | |
| Exhibit 11 | Statement Re: Computation of Earnings Per Share. (Included in Part I, Item I, hereof.) * | |
| Exhibit 31.1 | Section 302 Certification of Chief Executive Officer * | |
| Exhibit 31.2 | Section 302 Certification of Chief Financial Officer * | |
| Exhibit 32.1 | Section 906 Certification of Chief Executive Officer * | |
| Exhibit 32.2 | Section 906 Certification of Chief Financial Officer * |
The following Exhibits are being furnished ** as part of this report:
No. | Description | |
| 101.INS | XBRL Instance Document ** | |
| 101.SCH | XBRL Taxonomy Extension Schema Document ** | |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document ** | |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document ** | |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document ** | |
| 101.DEF | XBRL Taxonomy Extension Definitions Linkbase Document ** |
| * | Previously filed or furnished, as applicable, as an exhibit to the Quarterly Report on Form 10-Q (File No. 000-17706) of QNB Corp. for the period ended June 30, 2012 filed with the SEC on August 10, 2012. |
| ** | These interactive data files are being furnished as part of this Quarterly Report, and, in accordance with Rule 402 of Regulation S-T, shall not be deemed filed for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, or Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under those sections. |
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.
| QNB Corp. | |||
| Date: September 13, 2012 | By: | /s/ Thomas J. Bisko | |
| Thomas J. Bisko | |||
| Chief Executive Officer | |||
| Date: September 13, 2012 | By: | /s/ Bret H. Krevolin | |
| Bret H. Krevolin | |||
| Chief Financial Officer |