SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarter Ended June 30, 2003
No. 0-15786
(Commission File Number)
COMMUNITY BANKS, INC.
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(Exact Name of Registrant as Specified in its Charter)
PENNSYLVANIA 23-2251762
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(State of Incorporation) (IRS Employer ID Number)
750 East Park Dr., Harrisburg, PA 17111
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(Address of Principal Executive Offices) (Zip Code)
(717) 920-1698
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(Registrant's Telephone Number)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Sections 12, 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
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Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). YES X NO
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Number of shares outstanding as of July 31, 2003
CAPITAL STOCK-COMMON 9,640,000
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(Title of Class) (Outstanding Shares)
EXPLANATORY NOTE:
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This Form 10-Q/A is being filed to include the certifications under Rule
13a-14(a)/15d-14(a) effective pursuant to rules promulgated under the Securities
Exchange Act of 1934, as amended, effective as of August 14, 2003. Our Form 10-Q
filed on August 14, 2003 inadvertently included, as Exhibits 31.1 and 31.2,
certification forms in effect prior to August 14, 2003. Modified Exhibits 31.1
and 31.2 with current signatures and dating are included in this Form 10-Q/A.
PART II - OTHER INFORMATION
Item 6 - Exhibits and Reports on Form 8-K
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(a) Exhibits
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3(i) Amended Articles of Incorporation (Incorporated by reference to
Exhibit 3.1, attached to Registrant's registration on Form 8-A, filed
on May 13, 2002)
3(ii) Amended By-Laws (Incorporated by reference to Exhibit 3.2, attached to
Community's Quarterly Report on Form 10-Q for the quarter ended March
31, 2003)
4 Instruments defining the rights of the holders of trust capital
securities and sold by Community in December 2002 are not attached, as
the amount of such securities is less than 10% of the consolidated
assets of Community and its subsidiaries, and the securities have not
been registered. Community agrees to provide copies of such
instruments to the SEC upon request.
10.1 2000 Directors' Stock Option Plan, incorporated by reference to
Exhibit 4 to Community's registration on Form S-8, filed on May 17,
2000 (Incorporated by reference to Exhibit 10.1 to Community's Annual
Report on Form 10-K for the year ended December 31, 2002, filed with
the Commission on March 28, 2003)
10.2 1998 Long-Term Incentive Plan, incorporated by reference to Exhibit 4
to Community's registration on Form S-8, filed on June 18,
1998(Incorporated by reference to Exhibit 10.2 to Community's Annual
Report on Form 10-K for the year ended December 31, 2002, filed with
the Commission on March 28, 2003)
10.3 Form of Stock Option Agreement - Directors Stock Option Plan
(Incorporated by reference to Exhibit 10.3 to Community's Annual
Report on Form 10-K for the year ended December 31, 2002, filed with
the Commission on March 28, 2003)
10.4 Form of Stock Option Agreement - Long-Term Incentive Plan
(Incorporated by reference to Exhibit 10.4 to Community's Annual
Report on Form 10-K for the year ended December 31, 2002, filed with
the Commission on March 28, 2003)
10.5 Employment Agreement of Eddie L. Dunklebarger (Incorporated by
reference to Exhibit 10.5 to Community's Annual Report on Form 10-K
for the year ended December 31, 2002, filed with the Commission on
March 28, 2003)
10.6 Employment Agreement of Donald F. Holt (Incorporated by reference to
Exhibit 10.6 to Community's Annual Report on Form 10-K for the year
ended December 31, 2002, filed with the Commission on March 28, 2003)
10.7 Employment Agreement, and amendment thereto, of Robert W. Lawley
(Incorporated by reference to Exhibit 10.7 to Community's Annual
Report on Form 10-K for the year ended December 31, 2002, filed with
the Commission on March 28, 2003)
10.8 Employment Agreement, and amendment thereto, of Anthony N. Leo
(Incorporated by reference to Exhibit 10.8 to Community's Annual
Report on Form 10-K for the year ended December 31, 2002, filed with
the Commission on March 28, 2003)
10.9 Employment Agreement, and amendment thereto, of Jeffrey M. Seibert
(Incorporated by reference to Exhibit 10.9 to Community's Annual
Report on Form 10-K for the year ended December 31, 2002, filed with
the Commission on March 28, 2003)
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COMMUNITY BANKS, INC. AND SUBSIDIARIES
PART II - Item 6. Exhibits and Reports on Form 8-K - (a) Exhibits (Continued)
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10.10 Salary Continuation Agreement, and amendment thereto, of Eddie L.
Dunklebarger (Incorporated by reference to Exhibit 10.10 to
Community's Annual Report on Form 10-K for the year ended December 31,
2002, filed with the Commission on March 28, 2003)
10.11 Salary Continuation Agreement, and amendment thereto, of Robert W.
Lawley (Incorporated by reference to Exhibit 10.11 to Community's
Annual Report on Form 10-K for the year ended December 31, 2002, filed
with the Commission on March 28, 2003)
10.12 Salary Continuation Agreement, and amendment thereto, of Anthony N.
Leo (Incorporated by reference to Exhibit 10.12 to Community's Annual
Report on Form 10-K for the year ended December 31, 2002, filed with
the Commission on March 28, 2003)
10.13 Salary Continuation Agreement, and amendment thereto, of Jeffrey M.
Seibert (Incorporated by reference to Exhibit 10.13 to Community's
Annual Report on Form 10-K for the year ended December 31, 2002, filed
with the Commission on March 28, 2003)
10.14 Rights Agreement between Community Banks, Inc. and Community Banks,
dated February 28, 2002, incorporated by reference to Exhibit 1 to
Community's registration on Form 8-A, filed on February 27, 2002
10.15 Community Banks, Inc. 401(k) Plan (Incorporated by reference to
Exhibit 10.15 to Community's Annual Report on Form 10-K for the year
ended December 31, 2002, filed with the Commission on March 28, 2003)
31.1 Rule 13a-14(a)/15d-14(a) Certification (Chief Executive Officer)
(Amended)
31.2 Rule 13a-14(a)/15d-14(a) Certification (Chief Financial Officer)
(Amended)
32.1 Section 1350 Certification (Chief Executive Officer)
32.2 Section 1350 Certification (Chief Financial Officer)
(b) Reports on Form 8-K
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Registrant filed the following reports on Form 8-K during the quarter ended
June 30, 2003:
Report Dated April 17, 2003
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Registrant announced its earnings for the period ended March 31, 2003.
Report Dated May 1, 2003
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Registrant announced the declaration of a second quarter dividend.
Registrant also reported that its annual shareholders' meeting was held on
May 1, 2003.
Report Dated June 4, 2003
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Registrant engaged Beard Miller Company LLP as its independent accountant,
replacing PricewaterhouseCoopers LLP.
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Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
COMMUNITY BANKS, INC.
(Registrant)
Date September 12, 2003 /s/ Eddie L. Dunklebarger
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Eddie L. Dunklebarger
Chairman and President
(Chief Executive Officer)
Date September 12, 2003 /s/ Donald F. Holt
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Donald F. Holt
Executive Vice President
(Chief Financial Officer)
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