================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES |X| EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the fiscal year ended September 30, 1997 - or - TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES [ ] EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from _____________________ to ____________________ Commission Number: 0-26570 HARRODSBURG FIRST FINANCIAL BANCORP, INC. ------------------------------------------------------- (Exact name of Registrant as specified in its Charter) Delaware 61-1284899 -------------------------------------------- ------------------- (State or other jurisdiction of incorporation (I.R.S. Employer or organization) Identification No.) 104 South Chiles Street, Harrodsburg, Kentucky 40330-1620 - ---------------------------------------------- ---------- (Address of principal executive offices) Zip Code Registrant's telephone number, including area code: (606) 734-5452 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $.10 per share -------------------------------------- (Title of Class) 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. 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. [X] The aggregate market value of the voting stock held by non-affiliates of the Registrant, based on the average bid and ask price of the Registrant's Common Stock as quoted on the National Association of Securities Dealers, Inc., Automated Quotations System on December 8, 1997, was $32.1 million (1,789,726 shares at $17.94 per share). As of December 8, 1997 there were issued and outstanding 1,986,315 shares of the Registrant's Common Stock. DOCUMENTS INCORPORATED BY REFERENCE 1. Portions of the Annual Report to Stockholders for the Fiscal Year Ended September 30, 1997. (Parts I, II and IV) 2. Portions of the Proxy Statement for the 1998 Annual Meeting of Stockholders. (Part III) ================================================================================ EXHIBIT INDEX Exhibits (a) The following exhibits are filed as part of this report. 3.1 Certificate of Incorporation of Harrodsburg First Financial Bancorp, Inc.* 3.2 Bylaws of Harrodsburg First Financial Bancorp, Inc.* 10.1 1996 Stock Option Plan** 10.2 Restricted Stock Plan and Trust Agreement** 13.0 1997 Annual Report to Stockholders 21.0 Subsidiary Information** 27.0 Financial Data Schedules** (b) Reports on Form 8-K. None. - -------------- * Incorporated herein by reference into this document from the Exhibits to Form S-1, Registration Statement, initially filed on June 14, 1995, Registration No. 33-93458. ** Previously filed. 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. HARRODSBURG FIRST FINANCIAL BANCORP, INC. Dated: January 8, 1998 By: /s/ Jack D. Hood --------------------------- Jack D. Hood President, Chief Executive Officer and Director Pursuant to the requirement of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. By: /s/ Jack D. Hood By: /s/ Wickliffe T. Asbury, Sr. ---------------------------- ---------------------------- Jack D. Hood Wickliffe T. Asbury, Sr. President, Chief Executive Vice President and Director Officer and Director Date: January 8, 1998 Date: January 8, 1998 By: /s/ Elwood Burgin By: /s/ Teresa W. Noel -------------------------- ---------------------------- Elwood Burgin Teresa W. Noel Director Treasurer and Chief Financial Officer Date: January 8, 1998 Date: January 8, 1998 By: /s/ Thomas Les Letton By: /s/ Jack L. Coleman, Jr. --------------------------- ----------------------------- Thomas Les Letton Jack L. Coleman, Jr. Director Director Date: January 8, 1998 Date: January 8, 1998