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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
(AMENDMENT NO. 1)
(MARK ONE)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934.
For the fiscal year ended September 30, 2006
OR
/_/ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934.
For the transition period from to .
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Commission file number: 0-51992
LIBERTY BANCORP, INC.
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(Exact name of registrant as specified in its charter)
MISSOURI 20-4447023
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
16 WEST FRANKLIN STREET, LIBERTY, MISSOURI 64068
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (816) 781-4822
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Securities registered pursuant to Section 12(b) of the Act
Title of each class Name of each exchange on which registered
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Common stock, par Nasdaq Capital Market
value $0.01
Securities registered pursuant to Section 12(g) of the Act: NONE
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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
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Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Exchange Act.
YES NO X
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Indicate by check mark whether the registrant: (l) 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
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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 the 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 or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one): Large accelerated filer ___ Accelerated filer ___ Non-accelerated filer X.
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Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
YES NO X
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The aggregate market value of the voting and non-voting common equity held by
non-affiliates was $36,085,494, based upon the closing price ($10.25 per share)
as quoted on the Nasdaq Capital Market on July 24, 2006, the day the
registrant's common stock commenced trading.
DOCUMENTS INCORPORATED BY REFERENCE
The following lists the documents incorporated by reference and the
Part of the Form 10-K into which the document is incorporated:
1. Portions of the registrant's Annual Report to Stockholders for the
Fiscal Year ended September 30, 2006. (Parts II and III)
2. Portions of the Proxy Statement for registrant's 2007 Annual
Meeting of Stockholders. (Part III) 1.
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EXPLANATORY NOTE
This Form 10-K/A is being filed to revise disclosure of fees billed to
Liberty Bancorp, Inc. (the "Company") by its independent auditor, Michael Trokey
& Company, P.C. ("MTPC"), for services rendered during the fiscal year ended
September 30, 2006. In the Company's proxy materials in connection with its 2007
annual meeting of stockholders, which were incorporated into the Company's
Annual Report on Form 10-K for the year ended September 30, 2006, the Company
had categorized as "All Other Fees" $116,460 in fees paid to MTPC for its
services in connection with the reorganization of BankLiberty from the mutual
holding company to the fully stock form of organization (the "Reorganization").
Such fees should have been categorized as "Audit Fees" and are presented as such
herein.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
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For the years ended September 30, 2006 and 2005, the Company was
billed by MTPC, its independent auditor, for fees aggregating $195,460 and
$78,990, respectively. Such fees comprised of the following:
AUDIT FEES. During the fiscal years ended September 30, 2006 and 2005,
the aggregate fees billed by the Company's independent registered public
accountant for professional services rendered for the audit of the annual
financial statements, the review of the financial statements included in
Quarterly Reports on Form 10-Q filed during the fiscal years ended September 30,
2006 and 2005 and fees in connection with the Reorganization were $191,960 and
$75,490, respectively.
AUDIT-RELATED FEES. No fees were billed by the Company's independent
registered public accountant for audit-related services for the fiscal years
ended September 30, 2006 and 2005.
TAX FEES. The aggregate fees billed by the Company's independent
registered public accountant for tax services for both fiscal years ended
September 30, 2006 and 2005 were $3,500. For both years, such fees were for tax
return preparation.
ALL OTHER FEES. There were no fees billed by MTPC for all other
services for the fiscal years ended September 30, 2006 and 2005.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
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(a)(1) The financial statements filed as a part of this report are as
follows:
o Report of Independent Registered Public Accounting Firm
o Consolidated Balance Sheets as of September 30, 2006 and 2005
o Consolidated Statements of Earnings for the Years Ended
September 30, 2006, 2005 and 2004
o Consolidated Statements of Comprehensive Earnings for the
Years Ended September 30, 2006, 2005 and 2004
o Consolidated Statements of Stockholders' Equity for the Years
Ended September 30, 2006, 2005 and 2004
o Consolidated Statements of Cash Flows for the Years Ended
September 30, 2006, 2005 and 2004
o Notes to Consolidated Financial Statements
(2) All schedules are omitted as the required information either is not
applicable or is included in the financial statements or related
notes.
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(3) Exhibits
3.1 Articles of Incorporation of Liberty Bancorp (1)
3.2 Bylaws of Liberty Bancorp (1)
4 Specimen Stock Certificate of Liberty Bancorp, Inc. (1)
10.1* Amended and Restated Liberty Savings Bank, F.S.B. Employee Stock Ownership Plan (1)
10.2* Form of ESOP Loan Commitment Letter and ESOP Loan Documents (1)
10.3* BankLiberty and Liberty Bancorp, Inc. Employment Agreement with Brent M. Giles (3)
10.4* BankLiberty Change in Control Agreement with Marc J. Weishaar (3)
10.5* BankLiberty Change in Control Agreement with Mark E. Hecker (3)
10.6* Liberty Savings Bank Directors' Retirement Plan (1)
10.7* Liberty Bancorp, Inc. 2003 Incentive Equity and Deferred Compensation Plan, as Amended and Restated (2)
13 Annual Report to Stockholders (3)
14 Code of Ethics (3)
21 List of Subsidiaries (3)
23 Consent of Michael Trokey & Company, P.C. (3)
31 Rule 13a-14 Certifications
32 Section 1350 Certification
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* Management contract or compensatory plan, contract or arrangement.
(1) Incorporated by reference to Company's Registration Statement on Form S-1,
as amended (File No. 333-133849) initially filed with the Securities and
Exchange Commission on May 5, 2006.
(2) Incorporated by reference to the Company's Form S-8 filed on August 14,
2006.
(3) Previously filed
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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.
LIBERTY BANCORP, INC.
Date: January 23, 2007 By: /s/ Brent M. Giles
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Brent M. Giles
Chief Executive Officer
(Duly Authorized Representative)