FORM 10-K/A
AMENDMENT NO. 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the fiscal year ended December 31, 2003
[ ] 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: 0-26480
PSB HOLDINGS, INC.
WWW.PSBWI.COM
WISCONSIN 39-1804877
1905 W. Stewart Avenue
P.O. Box 1686
Wausau, Wisconsin 54402-1686
Registrant's telephone number, including area code: (715) 842-2191
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
Indicate by check 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 report), 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 (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 amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).
Yes ___ No X
The aggregate market value of the voting stock held by non-affiliates as of
June 30, 2003, was approximately $51,522,000. For purposes of this
calculation, the registrant has assumed its directors and executive officers
are affiliates. As of March 1, 2004, 1,733,630 shares of common stock were
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Proxy Statement dated March 12, 2004 (to the extent specified herein): Part III
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
PSB hereby amends Item 15(a)(3) of its Annual Report on Form 10-K for the
fiscal year ended December 31, 2003 (the "Original Form 10-K") to include
Exhibit 23.1 which was inadvertently omitted from the Original Form 10-K. The
exhibits listed in this Item 15 are filed as part of this Form 10-K/A or are
incorporated by reference herein as indicated.
No revisions have been made to PSB's financial statements for the fiscal year
ended December 31, 2003 or to any disclosures contained in the Original Form
10-K, including disclosures under Item 9A. The filing of this Form 10-K/A
shall not be deemed an admission that the Original Form 10-K, when filed,
knowingly included any untrue statement of a material fact or omitted to state
a material fact necessary to make a statement not misleading.
(a) Documents filed as part of this report.
(3) The following exhibits required by Item 601 of Regulation S-K are filed
as part of this report.
Exhibit
Number Description
3.1 Restated Articles of Incorporation (incorporated by reference to
Exhibit 3.1 to PSB's Annual Report on Form 10-K for the fiscal year
ended December 31, 2002)
3.2 Bylaws (incorporated by reference to Exhibit 3.2 to PSB's Annual
Report on Form 10-K for the fiscal year ended December 31, 2000)
4.1 Articles of Incorporation and Bylaws (see Exhibits 3.1 and 3.2)
10.1 Bonus Plan of Directors of the Bank (incorporated by reference to
Exhibit 10.1 to PSB's Annual Report on Form 10-K for the fiscal
year ended December 31, 2002)*
10.2 Non-Qualified Retirement Plan for Directors of the Bank
(incorporated by reference to Exhibit 10.2 to PSB's Annual Report
on Form 10-K for the fiscal year ended December 31, 2001)*
10.3 Senior Management Incentive Compensation Plan (incorporated by
reference to Exhibit 10.4 to PSB's Quarterly Report on Form 10-Q
for the period ended June 30, 2000)*
10.4 2001 Stock Option Plan (incorporated by reference to Exhibit 10.5
to PSB's Quarterly Report on Form 10-Q for the period ended June
30, 2001)*
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10.5 Employment and Change of Control Agreement with David K. Kopperud
(incorporated by reference to Exhibit 10.5 to PSB's Annual Report
on Form 10-K for the fiscal year ended December 31, 2002)*
10.6 Employment and Change of Control Agreement with David A. Svacina
(incorporated by reference to Exhibit 10.6 to PSB's Annual Report
on Form 10-K for the fiscal year ended December 31, 2002)*
10.7 Employment and Change of Control Agreement with Scott M. Cattanach
(incorporated by reference to Exhibit 10.2 to PSB's Quarterly
Report on Form 10-Q for the period ended March 31, 2003)*
10.8 Directors Deferred Compensation Plan (incorporated by reference to
Exhibit 10.1 to PSB's Quarterly Report on Form 10-Q for the period
ended March 31, 2003)*
10.9 Employment and Change of Control Agreement with Todd R. Toppen
(incorporated by reference to Exhibit 10.9 to PSB's Annual Report
on Form 10-K for the fiscal year ended December 31, 2003)*
21.1 Subsidiaries of PSB (incorporated by reference to Exhibit 21.1 to
PSB's Annual Report on Form 10-K for the fiscal year ended December
31, 2000)
23.1 Consent of Wipfli LLP
31.1 Certification of CEO pursuant to Section 302 of Sarbanes-Oxley Act
of 2002 (incorporated by reference to Exhibit 31.1 to PSB's Annual
Report on Form 10-K for the fiscal year ended December 31, 2003)
31.2 Certification of CFO pursuant to Section 302 of Sarbanes-Oxley Act
of 2002 (incorporated by reference to Exhibit 31.2 to PSB's Annual
Report on Form 10-K for the fiscal year ended December 31, 2003)
32.1 Certifications under Section 906 of Sarbanes-Oxley Act of 2002
(incorporated by reference to Exhibit 32.1 to PSB's Annual Report
on Form 10-K for the fiscal year ended December 31, 2003)
*Denotes Executive Compensation Plans and Arrangements.
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SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange Act of
1934, the Company has duly caused this Form 10-K/A, Amendment No. 1, to be
signed on its behalf by the undersigned, thereunto duly authorized.
PSB Holdings, Inc.
By DAVID K. KOPPERUD February 28, 2005
David K. Kopperud, President
and Chief Executive Officer
Pursuant to the requirement of the Securities Exchange Act of 1934, this Form
10-K/A, Amendment No. 1, has been signed below by the following persons on
behalf of the registrant and in the capacities indicated on this 28th day of
February, 2005.
Signature and Title Signature and Title
DAVID K. KOPPERUD SCOTT M. CATTANACH
David K. Kopperud, President Scott M. Cattanach, Treasurer and CFO
Chief Executive Officer and a Director (Principal Financial Officer and
Accounting Officer)
DIRECTORS:
GORDON P. CONNOR PATRICK L. CROOKS
Gordon P. Connor Patrick L. Crooks
WILLIAM J. FISH CHARLES A. GHIDORZI
William J. Fish Charles A. Ghidorzi
GORDON P. GULLICKSON JOHN H. SONNENTAG
Gordon P. Gullickson John H. Sonnentag
THOMAS R. POLZER THOMAS A. RIISER
Thomas R. Polzer Thomas A. Riiser
WILLIAM M. REIF
William M. Reif
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EXHIBIT INDEX
TO
FORM 10-K/A
AMENDMENT NO. 1
OF
PSB HOLDINGS, INC.
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003
PURSUANT TO SECTION 102(D) OF REGULATION S-T
(17 C.F.R. Section 232.102(D))
The following exhibits are filed as part of this Form 10-K/A:
23.1 Consent of Wipfli LLP
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