Hawthorn Bancshares (HWBK) 10-Q/A 2008 Q2 Quarterly report (amended)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment No. 1

(Mark One)

þ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2008

or

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: 0-23636

HAWTHORN BANCSHARES, INC.

(Exact name of registrant as specified in its charter)

Missouri	43-1626350
(State or other jurisdiction of	(I.R.S. Employer
of incorporation or organization)	Identification No.)

300 Southwest Longview Boulevard, Lee’s Summit, Missouri

64081

(Address of principal executive offices)

(Zip Code)

(816) 347-8100
(Registrant’s telephone number, including area code)

N/A
(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.þ Yes     o 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 the definitions of “large accelerated filer, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filero  Accelerated filerþ  Non-accelerated filero
(Do not check if a smaller reporting company) Smaller reporting companyo 

Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act).o Yes     þ No

As of August 11, 2008 the registrant had 4,159,495 shares of common stock, par value $1.00 per share, outstanding.

Page 1 of 9 pages
Index to Exhibits located on page 5

TABLE OF CONTENTS

PART II — OTHER INFORMATION
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
	Item 6. Exhibits
SIGNATURES
EX-31.1
EX-31.2
EX-32.1
EX-32.2

EXPLANATORY NOTE

     Our Company, Hawthorn Bancshares, Inc., is filing this Amendment to its Quarterly Report on Form 10-Q for its quarterly period ended June 30, 2008, originally filed with the Securities and Exchange Commission on August 8, 2008. Subsequent to the date of the original filing of our Quarterly Report on Form 10-Q, our management realized that we inadvertently omitted disclosure of the purchases made by or on behalf of our Company or certain affiliated purchasers of shares of our common stock during the second quarter ended June 30, 2008. This Amendment revises the disclosure contained in Part II Item 2. “Unregistered Sales of Equity Securities and Use of Proceeds” of our original Quarterly Report on Form 10-Q to provide the previously omitted disclosure.

     Our Company has not modified or updated disclosures presented in our original Quarterly Report on Form 10-Q, except as noted with respect to the disclosure contained in Part II Item 2. “Unregistered Sales of Equity Securities and Use of Proceeds.” Accordingly, this Amendment does not reflect events occurring after the date of the original filing of that Quarterly Report, or modify or update any disclosures affected by subsequent events. Accordingly, you should read the filings we have made with the Securities and Exchange Commission since the date of the original filing of that Quarterly Report.

PART II — OTHER INFORMATION

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Our Purchases of Equity Securities

The following table summarizes the purchases made by or on behalf of our Company or certain affiliated purchasers of shares of our common stock during the second quarter ended June 30, 2008:

					(c) Total Number		(d) Maximum Number
	(a) Total				of Shares (or Units)		(or Approximate Dollar
	Number of		(b) Average		Purchased as Part		Value) of Shares (or
	Shares (or		Price Paid		of Publicly		Units) that May Yet Be
	Units)		per Share (or		Announced Plans		Purchased Under the
Period	Purchased		Unit)		or Programs		Plans or Programs *
April 1 - 30, 2008		—		—		—	$	1,135,483
May 1 - 31, 2008		—		—		—	$	1,135,483
June 1 - 30, 2008		10,000	$	26.97		10,000	$	865,778
Total		10,000	$	26.97		10,000	$	865,778

* On August 22, 2001, our Company announced that our Board of Directors authorized the purchase, through open market transactions, of up to $2,000,000 market value of our Company’s common stock. Management was given discretion to determine the number and pricing of the shares to be purchased, as well as, the timing of any such purchases. On November 26, 2002, our Company announced that our board of directors authorized an additional $2,000,000 for the purchase of our Company’s stock through open market transactions.

Item 6. Exhibits

Exhibit No.	Description
3.1	Restated Articles of Incorporation of our Company (filed as Exhibit 3.1 to our Company’s current report on Form 8-K on August 9, 2007 and incorporated herein by reference).
3.2	Amended and Restated Bylaws of our Company (filed as Exhibit 3.2 to our Company’s current report on Form 8-K on November 1, 2007 and incorporated herein by reference).
4	Specimen certificate representing shares of our Company’s $1.00 par value common stock (filed as Exhibit 4 to our Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1999 (Commission file number 0-23636) and incorporated herein by reference).
31.1	Certificate of the Chief Executive Officer of our Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certificate of the Chief Financial Officer of our Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certificate of the Chief Executive Officer of our Company pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certificate of the Chief Financial Officer of our Company pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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.

	HAWTHORN BANCSHARES, INC.
Date
November 10, 2008	/s/ James E. SmithJames E. Smith, Chairman of the Board
	and Chief Executive Officer (Principal Executive Officer)
November 10, 2008	/s/ Richard G. RoseRichard G. Rose, Chief Financial Officer (Principal Financial
	Officer and Principal Accounting Officer)

HAWTHORN BANCSHARES, INC.

INDEX TO EXHIBITS

June 30, 2008 Form 10-Q/A

Exhibit No.	Description	Page No.
3.1	Articles of Incorporation of our Company (filed as Exhibit 3(a) to our Company’s Registration Statement on Form S-4 (Registration No. 33-54166) and incorporated herein by reference).		**
3.2	Bylaws of our Company (filed as Exhibit 3.2 to our Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002 (Commission file number 0-23636) and incorporated herein by reference).		**
4	Specimen certificate representing shares of our Company’s $1.00 par value common stock (filed as Exhibit 4 to our Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1999 (Commission file number 0-23636) and incorporated herein by reference).		**
31.1	Certificate of the Chief Executive Officer of our Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002		6
31.2	Certificate of the Chief Financial Officer of our Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002		7
32.1	Certificate of the Chief Executive Officer of our Company pursuant to Section 906 of the Sarbanes-Oxley Act of 2002		8
32.2	Certificate of the Chief Financial Officer of our Company pursuant to Section 906 of the Sarbanes-Oxley Act of 2002		9

** Incorporated by reference.

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