UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 2004
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File No.: 0-24611
CFS Bancorp, Inc.
______________________________________________________________________________
(Exact name of registrant as specified in its charter)
Delaware 35-2042093
________________________________ ________________________________
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
707 Ridge Road
Munster, Indiana 46321
________________________________ ________________________________
(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code: (219) 836-9990
Securities registered pursuant to Section 12(b) of the Act:
Not Applicable
Securities registered pursuant to Section 12(g) of the Act:
Common Stock (par value $0.01 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 month
(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 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 Exchange Act Rule 12b-2). YES [X] NO [ ]
As of June 30, 2004, the aggregate value of the 12,290,934 shares of
Common Stock of the Registrant outstanding on such date, which excludes
708,157 shares held by all directors and executive officers of the Registrant
as a group, was approximately $153.5 million. This figure is based on the
last known trade price of $13.25 per share of the Registrant's Common Stock
on June 30, 2004.
Number of shares of Common Stock outstanding as of March 11, 2005: 12,382,322
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive proxy statement for the Annual Meeting of
Stockholders to be held on April 26, 2005 are incorporated by reference into
Part III.
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EXPLANATORY NOTE
CFS Bancorp, Inc. (the "Company") is hereby amending its
previously filed Annual Report on Form 10-K for the fiscal year
ended December 31, 2004. This Amendment No.1 is being filed to
include, under Item 9A, our management's report on internal control
over financial reporting and the related attestation report of our
independent registered public accounting firm.
PART II
Item 9A. Controls and Procedures
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Evaluation of Disclosure Controls and Procedures.
Management evaluated, with the participation of the
Company's Chief Executive Officer and Chief Financial
Officer, the effectiveness of its disclosure controls and
procedures (as defined in Rules 13a - 15(e) or 15(d) - 15(e)
under the Securities Exchange Act of 1934, as amended) as of
the end of the period covered by this report. Based on such
evaluation, the Chief Executive Officer and Chief Financial
Officer have concluded that the Company's disclosure
controls and procedures are designed to ensure that
information required to be disclosed by the Company in the
reports that it files or submits under the Securities
Exchange Act of 1934 is recorded, processed, summarized and
reported within the time periods specified in the SEC's
rules and regulations and are operating in an effective
manner.
Changes in Internal Control Over Financial Reporting. No
change in the Company's internal control over financial
reporting (as defined in Rules 13a-15(f) or 15d-15(f) under
the Securities Exchange Act of 1034, as amended) occurred
during the quarter ended December 31, 2004 that has
materially affected or is reasonably likely to materially
affect, the Company's internal control over financial
reporting.
Management's Report on Internal Control Over Financial Reporting
The management of CFS Bancorp, Inc. is responsible for
establishing and maintaining adequate internal control over
financial reporting.
The Company's internal control over financial reporting
is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the
preparation of financial statements in accordance with
United States generally accepted accounting principles. The
Company's internal control over financial reporting includes
those policies and procedures that (i) pertain to the
maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and
dispositions of the assets of the Company; (ii) provide
reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in
accordance with United States generally accepted accounting
principles, and that receipts and expenditures of the
Company are being made in accordance with authorizations of
management and directors of the Company; and (iii) provide
reasonable assurance regarding prevention or timely
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detection of unauthorized acquisition, use, or disposition
of the Company's assets that could have a material effect on
its financial statements.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
All internal control systems, no matter how well designed,
have inherent limitations, including the possibility of
human error and the circumvention of overriding controls.
Accordingly, even effective internal control over financial
reporting can provide only reasonable assurance with respect
to financial statement preparation. Also, projections of
any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate
because of changes in conditions or that the degree of
compliance with the policies and procedures may deteriorate.
Management assessed the Company's internal control over
financial reporting as of December 31, 2004, as required by
Section 404 of the Sarbanes-Oxley Act of 2002, based on the
criteria for effective internal control over financial
reporting described in the Internal Control-Integrated
Framework, adopted by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). Based on
this assessment, management concludes that, as of December
31, 2004, the Company's internal control over financial
reporting is effective.
Crowe Chizek LLC, the independent registered public
accounting firm that audited the Company's consolidated
financial statements for the year ended December 31, 2004,
has issued an attestation report dated April 14, 2005 on
management's assessment of the Company's internal control
over financial reporting. The report of Crowe Chizek LLC
appears below.
/s/ Thomas F. Prisby /s/ Charles V. Cole
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Thomas F. Prisby Charles V. Cole
Chairman and Executive Vice President and
Chief Executive Officer Chief Financial Officer
Date: April 14, 2005
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Stockholders
CFS Bancorp, Inc.
Munster, Indiana
We have audited management's assessment, included in the
accompanying Management's Report on Internal Control Over
Financial Reporting, that CFS Bancorp, Inc. maintained
effective internal control over financial reporting as of
December 31, 2004, based on criteria established in Internal
Control - Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO).
CFS Bancorp, Inc.'s management is responsible for
maintaining effective internal control over financial
reporting and for its assessment of the effectiveness of
internal control over financial reporting. Our
responsibility is to express an opinion on management's
assessment and an opinion on the effectiveness of the
Company's internal control over financial reporting based on
our audit.
We conducted our audit in accordance with the standards of
the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether
effective internal control over financial reporting was
maintained in all material respects. Our audit included
obtaining an understanding of internal control over
financial reporting, evaluating management's assessment,
testing and evaluating the design and operating
effectiveness of internal control, and performing such other
procedures as we considered necessary in the circumstances.
We believe that our audit provides a reasonable basis for
our opinion.
A company's internal control over financial reporting is a
process designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance
with United States generally accepted accounting principles.
A company's internal control over financial reporting
includes those policies and procedures that (1) pertain to
the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in
accordance with U.S. generally accepted accounting
principles, and that receipts and expenditures of the
company are being made only in accordance with
authorizations of management and directors of the company;
and (3) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use, or
disposition of the company's assets that could have a
material effect on the financial statements.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to
future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may
deteriorate.
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In our opinion, management's assessment that CFS Bancorp,
Inc. maintained effective internal control over financial
reporting as of December 31, 2004, is fairly stated, in all
material respects, based on criteria established in Internal
Control - Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO).
Also, in our opinion, CFS Bancorp, Inc. has maintained
effective internal control over financial reporting as of
December 31, 2004, based on criteria established in Internal
Control - Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO).
We have also audited, in accordance with the standards of
the Public Company Accounting Oversight Board (United
States), the consolidated statement of financial condition
of CFS Bancorp, Inc. as of December 31, 2004, and the
related consolidated statements of income, changes in
stockholders' equity, and cash flows for the year then
ended, and our audit report dated March 11, 2005 expressed
an unqualified opinion on those consolidated financial
statements.
/s/ Crowe Chizek and Company LLC
Oak Brook, Illinois
April 14, 2005
PART IV
Item 15. Exhibits and Financial Statement Schedules.
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23 Consent of Independent Registered Public Accountants
31.1 Rule 13(a)-14 (a) Certification of Chief Executive Officer
31.2 Rule 13(a)-14 (a) Certification of Chief Financial Officer
32.0 Section 1350 Certifications
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SIGNATURES
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In accordance with 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.
CFS BANCORP, INC.
Date: April 22, 2005 By: /s/ Thomas F. Prisby
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Thomas F. Prisby
Chairman of the Board and
Chief Executive Officer
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