UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A (Amendment No. 1) (Mark one) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2008 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: 000-25286 Cascade Financial Corporation (Exact name of registrant as specified in its charter) |
| Washington | 91-1661954 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
2828 Colby Avenue Everett, Washington | 98201 |
| (Address of principal executive offices) | (Zip Code) |
| | |
| Registrant’s telephone number, including area code: | (425) 339-5500 |
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| Securities Registered pursuant to Section 12(b) of the Act: | None |
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| Securities Registered pursuant to Section 12(b) of the Act: | Common Stock, par value $0.01 per share |
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| 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 þ
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 þ
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 þ 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. þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See the definitions of “large accelerated filer” and “accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer ¨ Accelerated Filer þ Non-accelerated Filer ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ¨ No þ
The aggregate market value of Common Stock held by non-affiliates of registrant at February 28, 2009 was $28.8 million (based on the last reported sale on such date). The number of shares of registrant’s Common Stock outstanding at February 28, 2009, was 12,110,434.
CASCADE FINANCIAL CORPORATION
Explanatory Note
This Amendment No. 1 on Form 10-K/A (“Form 10-K/A”) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008, initially filed with the Securities Exchange Commission (the “SEC”) on March 13, 2009, (the “Original Filing”) amends and restates the Signatures page of the Original Filing to identify the Company’s Principal Accounting Officer or Controller as required by General Instruction D(2)(a) of Form 10-K.
Except as expressly set forth in this Amendment No. 1, the Original Filing has not been amended, updated or otherwise modified.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CASCADE FINANCIAL CORPORATION
By: /s/ Carol K. Nelson
Carol K. Nelson
President and Chief Executive Officer
Dated: March 12, 2009.
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
| By: | /s/ Lars H. Johnson | | By: | /s/ D. R. Murphy |
| | Lars H. Johnson Executive Vice President Chief Financial Officer Principal Accounting Officer | | | D. R. Murphy Chairman |
| Date: | March 12, 2009 | | Date: | March 12, 2009 |
| | | | | |
| By: | /s/ David W. Duce | | By: | /s/ Ronald E Thompson |
| | David W. Duce Director | | | Ronald E. Thompson Director |
| Date: | March 12, 2009 | | Date: | March 12, 2009 |
| | | | | |
| By: | /s/ Janice Halladay | | By: | /s/ G. Brandt Westover |
| | Janice Halladay Director | | | G. Brandt Westover Director |
| Date: | March 12, 2009 | | Date: | March 12, 2009 |
| | | | | |
| By: | /s/ Craig Skotdal | | By: | /s/ Dwayne Lane |
| | Craig Skotdal Director | | | Dwayne Lane Director |
| Date: | March 12, 2009 | | Date: | March 12, 2009 |
| | | | | |
| By: | /s/ David O’Connor | | By: | /s/ Richard Anderson |
| | David O’Connor Director | | | Richard Anderson Director |
| Date: | March 12, 2009 | | Date: | March 12, 2009 |
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| By: | /s/ Katherine M. Lombardo | | By: | /s/ Jim Gaffney |
| | Katherine M. Lombardo Director | | | Jim Gaffney Director |
| Date: | March 12, 2009 | | Date: | March 12, 2009 |
CASCADE FINANCIAL CORPORATION
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amended report to be signed on its behalf by the undersigned thereunto duly authorized.
CASCADE FINANCIAL CORPORATION
By: /s/ Carol K. Nelson
Carol K. Nelson
President and Chief Executive Officer
Dated: July 15, 2009
