UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 17, 2004
VSB Bancorp, Inc.
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(Exact Name of Registrant as specified in its charter)
New York 0-50237 11-3680128
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(State or other jurisdiction Commission File IRS Employer
of incorporation) Number Identification No.
3155 Amboy Road, Staten Island, New York 10306
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Address of principal (Zip/Postal Code) executive offices
Registrant's telephone number: 718-979-1100
n/a
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 4.02(a) Non-Reliance on Previously Issued Financial Statement or a Related
Audit Report or Completed Interim Review
Management and the audit committee of the Board of Directors determined on
December 17, 2004, determined to amend its annual report on Form 10-KSB for the
year ended December 31, 2003 to restate the financial statements and related
information contained therein. The Company has concluded that both basic and
diluted net income per share, as disclosed in those financial statements, should
be restated to reflect a four for three stock split effected as a dividend which
was announced on January 28, 2004, with a record date of February 17, 2004 and a
mailing date of March 8, 2004. As such, the financial statements of the Company
and the related auditors' report for the periods reported therein should no
longer be relied upon.
Therefore, the Company will be filing an amendment of its Report on Form 10-KSB
as soon as practicable to reflect the restated net income per share and other
share and per share data. The net income per share and other per share data
disclosed in the Company's reports on Form 10-QSB during 2004 give effect to the
stock dividend, and need not be restated. There has been no change in reported
net income for any of the years affected by the restatement of the per share
data.
The following table sets forth the data as previously reported in the Company's
original report on Form 10-KSB and the data as restated for the four for three
stock split effected as a dividend paid during the first quarter of 2004.
Basic net income per share of common stock 2003 2002 2001
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As previously reported.................................. $1.44 $1.12 $0.88
As restated............................................. $1.08 $0.84 $0.66
Diluted net income per share of common stock
As previously reported $................................ $1.37 $1.08 $0.87
As restated............................................. $1.03 $0.81 $0.65
The data reported in the Form 10-KSB filed on March, 24 2004 was based upon the
actual average shares outstanding during 2003 of 1,055,999 (basic) and 1,107,778
shares (diluted). After retroactively adjusting for the stock dividend announced
and paid during the first quarter of 2004, the number of shares outstanding
during 2003 was 1,407,999 shares (basic) and 1,477,037 shares (diluted).
The Company's management discussed this matter with the Audit Committee of the
Board of Directors and its former independent registered public accounting firm,
Deloitte & Touche LLP, as well as with its current independent registered public
accounting firm, Crowe Chizek and Company LLC.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: December 23, 2004
VSB Bancorp, Inc.
By: /s/ RAFFAELE M. BRANCA
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Raffaele M. Branca
Executive Vice President and CFO
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