Form 10-K Amendment No. 1

 

 

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, 2012

 

¨ 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 000-24630

 

 

MIDWESTONE FINANCIAL GROUP, INC.

(Exact name of Registrant as specified in its charter)

 

 

 

Iowa   42-1206172

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification Number)

102 South Clinton Street, Iowa City, IA 52240

(Address of principal executive offices, including zip code)

(319) 356-5800

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Class

 

Name of each exchange on which registered

Common Stock, $1.00 par value   The NASDAQ Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act:

None

(Title of class)

 

 

Indicate by check mark if registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    ¨  Yes    x  No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    ¨  Yes    x  No

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.    x  Yes    ¨  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    x  Yes    ¨  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.    x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer   ¨    Accelerated filer   x
Non-accelerated filer   ¨  (Do not check if a smaller reporting company)    Smaller reporting company   ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    ¨  Yes    x   No

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, based on the last sales price quoted on the NASDAQ Global Select Market on the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $146.7 million.

The number of shares outstanding of the registrant’s common stock, par value $1.00 per share, as of March 5, 2013, was 8,498,484.

Documents Incorporated by Reference

Portions of the registrant’s Proxy Statement for the 2013 Annual Meeting of Shareholders of MidWestOne Financial Group, Inc., to be held on April 18, 2013, are incorporated by reference into Part III of this Annual Report on Form 10-K.

 

 

 


EXPLANATORY NOTE

MidWestOne Financial Group, Inc. (the “Company”) is filing this Amendment No. 1 (the “Amendment”) to its Annual Report on Form 10-K for the year ended December 31, 2012 filed with the Securities and Exchange Commission (the “SEC”) on March 7, 2013 (the “Original Filing”) for the sole purpose of revising the Exhibit Index included with, and incorporated into Item 15 of, the Original Filing. The effect of the revisions to the Exhibit Index will be to incorporate by reference herein corrected versions of certain exhibits which had initially been filed with the Company’s Current Report on Form 8-K on December 27, 2012 (the “Form 8-K”) and which were subsequently corrected on an amendment to such Form 8-K filed with the SEC on March 12, 2013.

In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by the Company’s principal executive officer and principal financial officer are filed as exhibits to this Amendment. Except as discussed above, this Amendment does not reflect events occurring after the date of the Original Filing or modify or update any disclosures that may have been affected by subsequent events. Except as discussed above, all other information in the Original Filing remains unchanged.


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.

 

    MIDWESTONE FINANCIAL GROUP, INC.

Dated: March 12, 2013

  By:   /s/ Charles N. Funk
   

 

    Charles N. Funk
    President and Chief Executive Officer
  By:   /s/ Gary J. Ortale
   

 

    Gary J. Ortale
    Executive Vice President and Chief Financial Officer


INDEX TO EXHIBITS

 

Exhibit

Number

  

Description

  

Incorporated by Reference to:

2.1    Agreement and Plan of Merger, dated September 11, 2007, between ISB Financial Corp. and MidWestOne Financial Group, Inc.    Appendix A of the Joint Proxy Statement-Prospectus constituting part of the Company’s Amendment No. 2 to Registration Statement on Form S-4 (File No. 333-147628)
3.1    Amended and Restated Articles of Incorporation of MidWestOne Financial Group, Inc. filed with the Secretary of State of the State of Iowa on March 14, 2008    Exhibit 3.3 to the Company’s Amendment No. 1 to Registration Statement on Form S-4 (File No. 333-147628) filed with the SEC on January 14, 2008
3.2    Articles of Amendment (First Amendment) to the Amended and Restated Articles of Incorporation of MidWestOne Financial Group, Inc. filed with the Secretary of State of the State of Iowa on January 23, 2009    Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 23, 2009
3.3    Articles of Amendment (Second Amendment) to the Amended and Restated Articles of Incorporation of MidWestOne Financial Group, Inc. filed with the Secretary of State of the State of Iowa on February 4, 2009 (containing the Certificate of Designations for the Company’s Fixed Rate Cumulative Perpetual Preferred Stock, Series A)    Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 6, 2009
3.4    Amended and Restated By-laws of MidWestOne Financial Group, Inc. dated as of January 18, 2011    Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 19, 2011
4.1    Reference is made to Exhibits 3.1 through 3.4 hereof.    N/A
10.1    States Resources Loan Participating and Servicing Agreement, dated February 5, 1999 between States Resources Corp. and MidWestOne Financial Group, Inc. (as successor in interest to Mahaska Investment Company)    Exhibit 10.3.4 of former MidWestOne Financial Group, Inc.’s Form 10-K for the year ended December 31, 1999
10.2    MidWestOne Financial Group, Inc. Employee Stock Ownership Plan & Trust, as amended and restated    Exhibit 10.1 of former MidWestOne Financial Group, Inc.’s Form 10-K for the year ended December 31, 2006
10.3    Mahaska Investment Company 1998 Stock Incentive Plan    Exhibit 10.2.3 of former MidWestOne Financial Group, Inc.’s Form 10-K for the year ended December 31, 1997
10.4    MidWestOne Financial Group, Inc. 2006 Stock Incentive Plan    Former MidWestOne Financial Group, Inc.’s Definitive Proxy Statement on Schedule 14A filed with the SEC on March 21, 2006
10.5    ISB Financial Corp. (now known as MidWestOne Financial Group, Inc.) 2008 Equity Incentive Plan    Appendix F of the Joint Proxy Statement-Prospectus constituting part of the Company’s Amendment No. 2 to Registration Statement on Form S-4 (File No. 333-147628) filed with the SEC on January 22, 2008
10.6    Employment Agreement between MidWestOne Financial Group, Inc. and Charles N. Funk, dated January 1, 2013    Exhibit 10.1 to the Company’s Current Report on
Form 8-K/A filed with the SEC on March 12, 2013


10.7    Employment Agreement between MidWestOne Financial Group, Inc. and Kent L. Jehle, dated January 1, 2013    Exhibit 10.2 to the Company’s Current Report on
Form 8-K/A filed with the SEC on March 12, 2013
10.8    Supplemental Retirement Agreement between Iowa State Bank & Trust Company (now known as MidWestOne Bank) and W. Richard Summerwill, dated January 1, 1998    Exhibit 10.11 of the Company’s Registration Statement on Form S-4 (File No. 333-147628) filed with the SEC on November 27, 2007
10.9    Supplemental Retirement Agreement between Iowa State    Exhibit 10.13 of the Company’s Registration Statement on
   Bank & Trust Company (now known as MidWestOne Bank) and Charles N. Funk, dated November 1, 2001    Form S-4 (File No. 333-147628) filed with the SEC on November 27, 2007
10.10    First Amended and Restated Supplemental Retirement Agreement between Iowa State Bank & Trust Company (now known as MidWestOne Bank) and Gary J. Ortale, dated April 1, 2004    Exhibit 10.10 of the Company’s Annual Report on
Form 10-K for the year ended December 31, 2012
10.11    Amended and Restated Supplemental Retirement Agreement between Iowa State Bank & Trust Company (now known as MidWestOne Bank) and John S. Koza, dated January 1, 1998    Exhibit 10.15 of the Company’s Amendment No. 1 to Registration Statement on Form S-4 (File No. 333-147628) filed with the SEC on January 14, 2008
10.12    Supplemental Retirement Agreement between Iowa State Bank & Trust Company (now known as MidWestOne Bank) and Kent L. Jehle, dated January 1, 1998, as amended by the First Amendment to the Supplemental Retirement Agreement, dated January 1, 2003    Exhibit 10.16 of the Company’s Amendment No. 1 to Registration Statement on Form S-4 (File No. 333-147628) filed with the SEC on January 14, 2008
10.13    Second Supplemental Retirement Agreement between Iowa State Bank & Trust Company (now known as MidWestOne Bank) and Kent L. Jehle, dated January 1, 2002    Exhibit 10.17 of the Company’s Amendment No. 1 to Registration Statement on Form S-4 (File No. 333-147628) filed with the SEC on January 14, 2008
10.14    Supplemental Retirement Agreement between Iowa State Bank & Trust Company (now known as MidWestOne Bank) and Susan R. Evans, dated April 1, 2004    Exhibit 10.14 of the Company’s Annual Report on
Form 10-K for the year ended December 31, 2012
10.15    Employment Agreement between MidWestOne Financial Group, Inc. and Gary J. Ortale, dated January 1, 2013    Exhibit 10.3 to the Company’s Current Report on
Form 8-K/A filed with the SEC on March 12, 2013
10.16    Employment Agreement between MidWestOne Financial Group, Inc. and Susan R. Evans, dated January 1, 2013    Exhibit 10.4 to the Company’s Current Report on
Form 8-K/A filed with the SEC on March 12, 2013
10.17    Change of Control Agreement between MidWestOne Financial Group, Inc. and James M. Cantrell, dated January 1, 2013    Exhibit 10.5 to the Company’s Current Report on
Form 8-K/A filed with the SEC on March 12, 2013
21.1    Subsidiaries of MidWestOne Financial Group, Inc.    Exhibit 21.1 of the Company’s Annual Report on
Form 10-K for the year ended December 31, 2012
23.1    Consent of KPMG LLP    Exhibit 23.1 of the Company’s Annual Report on
Form 10-K for the year ended December 31, 2012
31.1    Certification of Chief Executive Officer pursuant
to Rule 13a-14(a) and Rule 15d-14(a)
   Filed herewith


31.2    Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a)    Filed herewith
32.1    Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002    Filed herewith
32.2    Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002    Filed herewith
101.INS    XBRL Instance Document (1)    Exhibit 101.INS of the Company’s Annual Report on Form 10-K for the year ended December 31, 2012
101.SCH    XBRL Taxonomy Extension Schema Document (1)    Exhibit 101.SCH of the Company’s Annual Report on Form 10-K for the year ended December 31, 2012
101.CAL   

XBRL Taxonomy Extension Calculation Linkbase

Document (1)

   Exhibit 101.CAL of the Company’s Annual Report on Form 10-K for the year ended December 31, 2012
101.DEF    XBRL Taxonomy Extension Definition Linkbase
Document
(1)
   Exhibit 101.DEF of the Company’s Annual Report on Form 10-K for the year ended December 31, 2012
101.LAB    XBRL Taxonomy Extension Label Linkbase Document (1)    Exhibit 101.LAB of the Company’s Annual Report on Form 10-K for the year ended December 31, 2012
101.PRE    XBRL Taxonomy Extension Presentation Linkbase Document (1)    Exhibit 101.PRE of the Company’s Annual Report on Form 10-K for the year ended December 31, 2012

 

(1) These interactive data files shall not be deemed filed for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, or Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under those sections.