UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
| þ | 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 0-25752
FNBH BANCORP, INC.
(Exact name of registrant as specified in its charter)
| MICHIGAN | 38-2869722 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
101 East Grand River, Howell, Michigan 48843
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (517) 546-3150
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, no par value
(Title of Class)
Common Stock, no par value
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yeso Noþ
Yeso Noþ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yeso Noþ
Yeso Noþ
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. Yesþ Noo
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) 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 amendments to this Form 10-K.o
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” inRule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filero | Accelerated filerþ | Non-accelerated filero | Smaller reporting companyo |
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yeso Noþ
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. The aggregate market value of common stock held by non-affiliates as of June 30, 2007, was $70,347,493.
The number of outstanding shares of common stock (no par value) as of March 1, 2008 was 3,045,517.
Documents Incorporated by Reference:
Portions of the Corporation’s Proxy Statement for the Annual Meeting of Shareholders to be held April 16, 2008, are incorporated by reference into Part III of this report.
Portions of the Corporation’s Proxy Statement for the Annual Meeting of Shareholders to be held April 16, 2008, are incorporated by reference into Part III of this report.
EXPLANATORY NOTE
FNBH Bancorp, Inc. (the "Corporation") is filing this Amendment No. 1 on Form 10-K/A (this "Amendment No. 1") to its Annual Report on Form 10-K for the fiscal year ended December 31, 2007, which was filed with the Securities and Exchange Commission on March 12, 2008, in order to note that the dates of the directors' signatures shown on the signature page to the Annual Report on Form 10-K were incorrectly shown as March 10, 2007. The dates should have been shown as March 10, 2008, and are hereby corrected. This Amendment No. 1 does not modify or amend any Item of the Annual Report on Form 10-K.
2
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 on Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized, dated April 14, 2008.
FNBH BANCORP, INC.
/s/ James R. McAuliffe | James R. McAuliffe, President & Chief Executive Officer | |
| (Principal Executive Officer) | ||
/s/ Janice B. Trouba | Janice B. Trouba, Chief Financial Officer | |
| (Principal Financial and Accounting Officer) |
EXHIBIT INDEX
| The following exhibits are filed herewith, indexed according to the applicable assigned number: |
Exhibit
Number
Number
| (21) | Subsidiaries of the Registrant^ | |
| (23) | Consent of BDO Seidman, LLP^ | |
| (24) | Power of Attorney (included in signature section)^ | |
| (31.1) | Certificate of the Chief Executive Officer of FNBH Bancorp, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| (31.2) | Certificate of the Chief Financial Officer of FNBH Bancorp, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| (32.1) | Certificate of the Chief Executive Officer of FNBH Bancorp, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350). | |
| (32.2) | Certificate of the Chief Financial Officer of FNBH Bancorp, Inc. pursuant to Section 906 of the Sarbanes Oxley Act of 2002 (18 U.S.C. 1350). |
^Exhibits previously filed by the Registrant on Form 10-K and incorporated by reference in this Form 10-K/A Amendment No. 1 to Annual Report.
The following exhibits, indexed according to the applicable assigned number, were previously filed by the Registrant and are incorporated by reference in this Form 10-K/A Amendment No. 1 to Annual Report.
| Exhibit | ||||
| Number | Original Filing Form and Date | |||
| (3.1) | Restated Articles of Incorporation of the Registrant | Exhibit 3.1 of Form 10, effective June 30, 1995 (“Form 10”) | ||
| (3.2) | Amendment to the Corporation’s Articles of Incorporation to Increase Authorized Shares | Appendix I of Proxy Statement dated March 17, 1998 | ||
| (3.3) | Bylaws of the Registrant | Exhibit 3.2 of Form 10 | ||
| (4) | Form of Registrant’s Stock Certificate | Exhibit 4 of Form 10 | ||
| Material Contracts: | ||||
| (10.1) | Howell Branch Lease Agreement | Exhibit 10.2 to Form 10 | ||
| (10.2) | Corporation’s Long Term Incentive Plan* | Appendix II of Proxy Statement dated March 17, 1998 | ||
| (10.3) | Amended and Restated Compensation Plan for Nonemployee Directors* | Appendix II of Proxy Statement dated March 15, 2002 | ||
| (10.4) | FNBH Bancorp Inc Employees’ Stock Purchase Plan as amended January 20, 2005* | Exhibit 10 to Form 10-K dated March 7, 2006 | ||
| (10.5) | Management Continuity Agreement For Casey Kondel* | Exhibit 10 to Form 10-Q dated August 9, 2007 | ||
| (10.6) | Management Continuity Agreement For Robin C. Naudi* | Exhibit 10 to Form 8-K dated February 27, 2008 | ||
| (10.7) | Management Continuity Agreements For Nancy Morgan and Janice B. Trouba* | Exhibit 10 to Form 8-K dated March 5, 2008 |
* Represents a Compensation plan