Amendment No. 1 to Form 10-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year 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 No.: 0-22444
WVS Financial Corp.
(Exact name of registrant as specified in its charter)
| Pennsylvania | 25-1710500 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | |
9001 Perry Highway Pittsburgh, Pennsylvania | 15237 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
Registrant’s telephone number, including area code: (412) 364-1911
Securities registered pursuant to Section 12(b) of the Act:
| Common Stock, par value $.01 per share | The NASDAQ Global MarketSM | |
| (Title of Class) | (Name of exchange on which registered) |
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x
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 report(s), 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 Website, 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 if disclosure of delinquent filers pursuant 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. ¨
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 “accelerated filer”, “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
| Non-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 Act). Yes ¨ No x
As of December 31, 2011, the aggregate value of the 1,487,258 shares of Common Stock of the registrant issued and outstanding on such date, which excludes 570,672 shares held by all directors and officers of the registrant as a group, was approximately $13.46 million. This figure is based on the last known trade price of $9.05 per share of the registrant’s Common Stock on December 31, 2011.
Number of shares of Common Stock outstanding as of September 18, 2012: 2,057,930
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents incorporated by reference and the Part of the Form 10-K into which the document is incorporated:
| (1) | Portions of the Annual Report to Stockholders for the fiscal year ended June 30, 2012 are incorporated into Part II. |
| (2) | Portions of the definitive proxy statement for the 2012 Annual Meeting of Stockholders are incorporated into Part III. |
Explanatory Note
The sole purpose of this Amendment No. 1 to our Annual Report on Form 10-K for the fiscal year ended June 30, 2012, as filed with the Securities Exchange Commission on September 18, 2012, is to furnish Exhibit 101 to the form 10-K as required by Rule 405 of Regulation S-T. Exhibit 101 to this report contains information from WVS Financial Corp.’s Annual Report on Form 10-K formatted in eXtensible Business Reporting Language (XBRL).
Investors should continue to rely on the originally filed version of the Form 10-K in making investment decisions. No other changes have been made to the form 10-K other than those described above. This Form 10-K/A Amendment No. 1 does not reflect subsequent events occurring after the original filing date of the Form 10-K or modify or update any disclosures made in the Form 10-K.
Users of this data are advised that pursuant to Rule 406T of Regulation S-T, these interactive data files included in Exhibit 101 are deemed not filed or part of a registration statement or prospectus for purposes of Section 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 those sections.
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PART IV.
| Item 15. | Exhibits and Financial Statement Schedules. |
(a) Documents filed as part of this report.
The following exhibits are filed as part of this Form 10-K/A, and this list includes the Exhibit Index.
No. | Description | Location | ||
| 3.1 | Amended and Restated Articles of Incorporation | Incorporated by reference from the Current Report on Form 8-K filed by the Company with the SEC on August 1, 2007. | ||
| 3.2 | Amended and Restated By-Laws | Incorporated by reference from the Current Report on Form 8-K filed by the Company with the SEC on August 28, 2009. | ||
| 4 | Stock Certificate of WVS Financial Corp. | Incorporated by reference from the Registration Statement on Form S-1 (Registration No. 33-67506) filed by the Company with the SEC on August 16, 1993, as amended. | ||
| 10.1 | WVS Financial Corp. Amended and Restated Recognition Plans and Trusts for Executive Officers, Directors and Key Employees * | Incorporated by reference from the Current Report on Form 8-K filed by the Company with the SEC on November 28, 2008. | ||
| 10.2 | WVS Financial Corp. Employee Stock Ownership Plan * | Incorporated by reference from the Registration Statement on Form S-1 (Registration No. 33-67506) filed by the Company with the SEC on August 16, 1993, as amended. | ||
| 10.3 | Amended West View Savings Bank Employee Profit Sharing Plan * | Incorporated by reference from the Registration Statement on Form S-1 (Registration No. 33-67506) filed by the Company with the SEC on August 16, 1993, as amended. | ||
| 10.4 | Amended and Restated Employment Agreement between WVS Financial Corp., West View Savings Bank and David Bursic * | Incorporated by reference from the Current Report on Form 8-K filed by the Company with the SEC on November 28, 2008. | ||
| 10.5 | Amended and Restated Directors Deferred Compensation Program * | Incorporated by reference from the Current Report on Form 8-K filed by the Company with the SEC on November 28, 2008. | ||
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No. | Description | Location | ||
| 10.6 | WVS Financial Corp. 2008 Stock Incentive Plan * | Incorporated by reference from the Definitive Proxy Statement filed by the Company with the SEC on September 26, 2008. | ||
| 13 | 2011 Annual Report to Stockholders | *** | ||
| 14.1 | Ethics Policy | Incorporated by reference from the Annual Report on Form 10-K filed by the Company with the SEC on September 24, 2004. | ||
| 14.2 | Code of Ethics for Senior Financial Officers | Incorporated by reference from the Annual Report on Form 10-K filed by the Company with the SEC on September 24, 2004. | ||
| 21 | Subsidiaries of the Registrant – Reference is made to Item 1. “Business” for the required information | — | ||
| 23 | Consent of Independent Registered Public Accounting Firm | *** | ||
| 31.1 | Rule 13a-14(a)/ 15d-14(a) Certification of the Chief Executive Officer | Filed herewith | ||
| 31.2 | Rule 13a-14(a)/ 15d-14(a) Certification of the Chief Accounting Officer | Filed herewith | ||
| 32.1 | Section 1350 Certification of the Chief Executive Officer | Filed herewith | ||
| 32.2 | Section 1350 Certification of the Chief Accounting Officer | Filed herewith | ||
| 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** | |||
| * | Management contract or compensatory plan or arrangement. |
| ** | These interactive data files shall not be deemed filed for purposes of Section 11 or Section 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. |
| *** | Filed with the WVS Financial Corp. Form 10-K on September 18, 2012. |
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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.
| WVS FINANCIAL CORP. | ||||
| September 19, 2012 | By: | /s/ David J. Bursic | ||
| David J. Bursic | ||||
| President and Chief Executive Officer | ||||
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