UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q/A Amendment No. 1 | |||||
| [X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
For Quarterly period ended September 30, 2011 | |||||
| Or | |||||
| [ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
| Commission File No. 0-13888 | |||||
| CHEMUNG FINANCIAL CORPORATION | |||||
| (Exact name of registrant as specified in its charter) | |||||
| New York | 16-1237038 | ||||
| (State or other jurisdiction of incorporation or organization) | I.R.S. Employer Identification No. | ||||
| One Chemung Canal Plaza, P.O. Box 1522, Elmira, NY | 14902 | ||||
| (Address of principal executive offices) | (Zip Code) | ||||
| (607) 737-3711 or (800) 836-3711 | |||||
| (Registrant's telephone number, including area code) | |||||
| 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:____ | |||||
| 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:____ | |||||
| 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 definitions of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. | |||||
| Large accelerated filer | [ ] | Non-accelerated filer | [ ] | ||
| Accelerated filer | [ ] | 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: NO: X | |||||
| The number of shares of the registrant's common stock, $.01 par value, outstanding on October 31, 2011 was 4,569,710. | |||||
EXPLANATORY NOTE
The sole purpose of this Amendment to the Registrant's Quarterly Report on Form 10-Q for the period ended September 30, 2011 (the "10-Q"), is to furnish the Interactive Data File exhibits rquired by Item 601(b) (101) of Regulation S-K. No other changes have been made to the 10-Q, and this Amendment has not been updated to reflect events occuring subsequent to the filing of the 10-Q.
| 3.1 Certificate of Incorporation of Chemung Financial Corporation dated December 20, 1984. Filed as Exhibit 3.1 to Registrant’s Form 10-K filed with the SEC on March 13, 2008 and incorporated herein by reference.* |
| 3.2 Certificate of Amendment to the Certificate of Incorporation of Chemung Financial Corporation, dated March 28, 1988. Filed as Exhibit 3.2 to Registrant's Form 10-K filed with the SEC on March 13, 2008 and incorporated herein by reference.* |
| 3.3 Certificate of Amendment to the Certificate of Incorporation of Chemung Financial Corporation, dated May 13, 1998. Filed as Exhibit 3.4 of the Registrant's Form 10-K for the year ended December 31, 2005 and incorporated herein by reference.* |
| 3.4 Amended and Restated Bylaws of the Registrant, as amended to December 15, 2010. Filed as Exhibit 3.4 to Registrant's Form 10-K filed with the SEC on March 16, 2011 and incorporated herein by reference.* |
| 10.15 Settlement Agreement and Waiver and Release dated July 5, 2011 between Chemung Financial Corporation, Chemung Canal Trust Company and Peter D. Cureau. Filed herewith and incorporated herein by reference.* |
| 31.1 Certification of President and Chief Executive Officer of the Registrant pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.* |
| 31.2 Certification of Treasurer and Chief Financial Officer of the Registrant pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.* |
| 32.1 Certification of President and Chief Executive Officer of the Registrant pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. §1350.* |
| 32.2 Certification of Treasurer and Chief Financial Officer of the Registrant pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. §1350.* |
| 101.INS Instance Document ** |
| 101.SCH XBRL Taxonomy Schema** |
| 101.CAL XBRL Taxonomy Calculation Linkbase** |
| 101.DEF XBRL Taxonomy Definition Linkbase** |
| 101.LAB XBRL Taxonomy Label Linkbase** |
| 101 PRE XBRL Taxonomy Presentation Linkbase** |
*Filed with the 10-Q
**Furnished, not 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.
CHEMUNG FINANCIAL CORPORATION
| DATE: | November 14, 2011 | /s/ Ronald M. Bentley | ||
| Ronald M. Bentley | ||||
| President & Chief Executive Officer | ||||
| (Principal Executive Officer) | ||||
| DATE: | November 14, 2011 | /s/ John R. Battersby Jr. | ||
| John R. Battersby Jr. | ||||
| Treasurer & Chief Financial Officer | ||||
| (Principal Financial and Accounting Officer) |