UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2004 | Commission File No. 0-26486 |
Auburn National Bancorporation, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 63-0885779 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
100 N. Gay Street
Auburn, Alabama 36830
(334) 821-9200
(Address and telephone number of principal executive offices)
Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each class | Name of each exchange on which registered | |
None | None |
Securities registered pursuant to Section 12(g) of the Exchange Act:
Common Stock, Par Value, $.01 Per Share
(Title of class)
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or 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 ¨
Check if disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained in this form, and no disclosure will be contained, to the best of the 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. ¨
Check whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes ¨ No x
The aggregate market value of common stock held by non-affiliates of registrant computed by reference to the price at which the common stock was last sold as of June 30, 2004 was $52,479,832.
As of March 11, 2005, there were issued and outstanding 3,843,911 shares of the registrant’s $.01 par value common stock.
Documents Incorporated by Reference
Portions of the definitive proxy statement for the Annual Meeting of Shareholders to be held on May 10, 2005 are incorporated by reference into Part III.
Explanatory Note
On March 31, 2005, Auburn National Bancorporation, Inc. (the “Company”) filed with the Securities and Exchange Commission its Annual Report on Form 10-K for the fiscal year ended December 31, 2004. This Amendment No. 1 on Form 10-K/A to the Annual Report on Form 10-K has been filed solely to amend Exhibit 10.3 (Summary Descriptions of Director and Executive Compensation) to correct the table of Short Term Cash Incentive Compensation. As a result of this amendment, the Company is also filing as exhibits to this Amendment No. 1 to Form 10-K the certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002. This Form 10-K/A does not reflect events occurring after the date of the filing of the original Form 10-K, or amend or update other disclosures therein.
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, in the City of Auburn, State of Alabama, on the 19th day of April, 2005.
AUBURN NATIONAL BANCORPORATION, INC. | ||
(Registrant) | ||
By: | /S/ E. L. SPENCER, JR. | |
E. L. Spencer, Jr. | ||
President and Chief Executive Officer and | ||
Chairman of the Board |
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AUBURN NATIONAL BANCORPORATION, INC.
10-K/A
EXHIBIT INDEX
Exhibit Number | Description | |
10.3 | Summary of Director and Executive Compensation. | |
31.1 | Certification signed by the Chief Executive Officer pursuant to SEC Rule 13a-14(a). | |
31.2 | Certification signed by the Director of Financial Operations pursuant to SEC Rule 13a-14(a). | |
32.1 | Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 of the Sarbanes-Oxley Act of 2002 by E.L. Spencer, Jr., President, Chief Executive Officer and Chairman of the Board. | |
32.2. | Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 of the Sarbanes-Oxley Act of 2002 by C. Wayne Alderman, Director of Financial Operations. |
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