UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2007
Commission File Number 0-25756
IBERIABANK Corporation
(Exact name of Registrant as specified in its charter)
Louisiana | 72-1280718 | |
(State of incorporation or organization) | (I.R.S. Employer Identification Number) | |
200 West Congress Street, Lafayette, Louisiana | 70501 | |
(Address of principal executive office) | (Zip Code) |
Registrant’s telephone number, including area code: (337) 521-4003
Securities registered pursuant to Section 12(g) of the Act: Not Applicable
Securities registered pursuant to Section 12(b) of the Act
Common Stock (par value $1.00 per share)
(Title of Class)
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Exchange Act of 1934. Yes ¨ No x
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. 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 reports), and (2) has been subject to such filing requirements for the past 90 days. 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. x
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer (as defined in Securities Exchange Act Rule 12b-2).
Large Accelerated Filer ¨ Accelerated Filer x Non-accelerated Filer ¨
Indicate by check mark whether the Registrant is a shell company, as defined in Rule 12b-2 of the Securities Exchange Act of 1934. Yes ¨ No x
As of January 31, 2008, the aggregate market value of the voting shares of common stock held by non-affiliates of the Registrant was approximately $657.3 million. This figure is based on the closing sale price of $51.41 per share of the Registrant’s common stock on January 31, 2008. For purposes of this calculation, the term “affiliate” refers to all executive officers and directors of the Registrant and all shareholders beneficially owning more than 10% of the Registrant’s common stock.
Number of shares of common stock outstanding as of February 29, 2008: 12,872,790
DOCUMENTS INCORPORATED BY REFERENCE
(1) Portions of the Annual Report to Shareholders for the fiscal year ended December 31, 2007 are incorporated into Part II, Items 5 through 9B of this Form 10-K/A; (2) portions of the definitive proxy statement for the 2008 Annual Meeting of Shareholders to be filed within 120 days of Registrant’s fiscal year end (the “Proxy Statement”) are incorporated into Part III, Items 10 through 14 of this Form 10-K.
EXPLANATORY NOTE
On March 17, 2008, IBERIABANK Corporation filed with the Securities and Exchange Commission its Annual Report on Form 10-K for the year ended December 31, 2007 (“Form 10-K”).
This Amendment No. 1 to the Form 10-K is being filed solely to correct the following for a clerical error:
• | Exhibit 13, page 39, Consolidated Statement of Cash Flows, Other operating activities, net, in 2007, reported as $(6,074) is changed to $14,320. |
The change set forth above is the only portion of the Form 10-K being amended herein. This Amendment No. 1 does not change any other information set forth in the Form 10-K.
PART II.
Item 8. | Financial Statements and Supplementary Data. |
The information required herein is incorporated by reference to “IBERIABANK Corporation and Subsidiaries Consolidated Financial Statements” in Exhibit 13 hereto.
PART IV.
Item 15. | Exhibits and Financial Statement Schedules. |
(a) | Documents Filed as Part of this Annual Report on Form 10-K/A: |
(1) | The following financial statements are incorporated by reference from Item 8 hereof (see Exhibit No. 13): |
Consolidated Balance Sheets as of December 31, 2007 and 2006.
Consolidated Statements of Income for the Years Ended December 31, 2007, 2006 and 2005
Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2007, 2006 and 2005
Consolidated Statements of Cash Flows for the Years Ended December 31, 2007, 2006 and 2005
Notes to Consolidated Financial Statements
(2) | All schedules for which provision is made in the applicable accounting regulation of the SEC are omitted because of the absence of conditions under which they are required or because the required information is included in the consolidated financial statements and related notes thereto. |
(3) | The following exhibits are filed as part of this Annual Report on Form 10-K/A, and this list includes the Exhibit Index. |
Exhibit Index
Exhibit No. 13 | Annual Report to Shareholders – Portions of Annual Report to Shareholders for the year ended December 31, 2007, as amended, which are expressly incorporated herein by reference. | |
Exhibit No. 23.1 | Consent of Castaing, Hussey & Lolan, LLC. | |
Exhibit No. 23.2 | Consent of Ernst & Young LLP | |
Exhibit No. 31.1 | Certification of principal executive officer pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a). | |
Exhibit No. 31.2 | Certification of principal financial officer pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a). | |
Exhibit No. 32.1 | Certification of principal executive officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
Exhibit No. 32.2 | Certification of principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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.
IBERIABANK CORPORATION | ||||
Date: April 16, 2008 | By: | /s/ Daryl G. Byrd | ||
President/CEO and Director |