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Section 1: 10-K/A (10-K/A)

fbss-10ka_20181231.htm

 

UNITED STATES

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 Exchange Act of 1934

 

For the fiscal year ended December 31, 2018

 

or

 

Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from                to             

 

Commission File No.: 000-25805

 

Fauquier Bankshares, Inc.

(Exact name of registrant as specified in its charter)

 

Virginia

 

54-1288193

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

 

 

10 Courthouse Square, Warrenton, Virginia

 

20186

(Address of principal executive offices)

 

(Zip Code)

(540) 347-2700

(Registrant's telephone number, including area code)

 

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

Title of each class

 

Name of each exchange on which registered

Common Stock, par value $3.13 per share

 

The Nasdaq Capital Market

Securities registered pursuant to Section 12(g) of the Act: None

 

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

 

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

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  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.

 

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

 

Large accelerated filer

 

 

Accelerated filer

Non-accelerated filer

 

 

Smaller reporting company

 

 

 

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected to not use extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

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

 

The aggregate market value of the registrant’s common shares held by nonaffiliates of the registrant at June 30, 2018, was $76.6 million. The registrant had 3,785,454 shares of common stock outstanding as of March 11, 2019.

 

DOCUMENTS INCORPORATED BY REFERENCE

None.


 

EXPLANATORY NOTE

 

This Amendment No. 1 on Form 10-K/A (the “Amendment”) amends the Form 10-K filed by Fauquier Bankshares, Inc. (the “Company”) on March 11, 2019 for the fiscal year ended December 31, 2018 (the “Original Filing”).  This Amendment is being filed solely to attach the eXtensible Business Reporting Language exhibits that were inadvertently omitted in the Original Filing as a result of an error by the Company’s EDGAR filing agent.

 

No changes have been made in this Amendment to modify or update the other disclosures presented in the Original Filing.  This Amendment does not reflect events occurring after the Original Filing or modify or update any disclosures in the Original Filing that may be affected by such events.  This Amendment should be read in conjunction with the Original Filing and the Company’s other filings with the Securities and Exchange Commission.

 



 

Exhibit

Number

 

Exhibit Description

3.1

 

Articles of Incorporation of Fauquier Bankshares, Inc., as amended, incorporated by reference to Exhibit 3.1 to Form 10-K filed March 15, 2010.

 

 

 

3.2

 

Bylaws of Fauquier Bankshares, Inc., as amended and restated, incorporated by reference to Exhibit 3.2 to Form 8-K filed March 20, 2018.

 

 

 

10.1

 

Fauquier Bankshares, Inc. Director Deferred Compensation Plan, as adopted effective May 1, 1995, incorporated by reference to Exhibit 4.C to Form S-8 filed October 15, 2002.

 

 

 

10.2

 

Fauquier Bankshares, Inc. Stock Incentive Plan, incorporated by reference to Exhibit 99.0 to Form S-8 filed August 21, 2009.

 

 

 

10.2.1

 

Form of Incentive Stock Option Agreement relating to Fauquier Bankshares, Inc. Stock Incentive Plan, incorporated by reference to Exhibit 10.4.1 to Form 10-K filed March 15, 2010.

 

 

 

10.2.2

 

Form of Nonstatutory Stock Option Agreement relating to Fauquier Bankshares, Inc. Stock Incentive Plan, incorporated by reference to Exhibit 10.4.2 to Form 10-K filed March 15, 2010.

 

 

 

10.2.3

 

Form of Restricted Stock Award Agreement relating to Fauquier Bankshares, Inc. Stock Incentive Plan , incorporated by reference to Exhibit 10.4.3 to Form 10-K filed March 15, 2010.

 

 

 

10.3

 

Employment Agreement, dated June 6, 2016, between Fauquier Bankshares, Inc., The Fauquier Bank, and Marc J. Bogan, incorporated by reference to Exhibit 10.21 to Form 8-K/A filed June 7, 2016.

 

 

 

10.4

 

Employment Agreement, dated February 8, 2017, between Fauquier Bankshares, Inc., The Fauquier Bank, and Christine E. Headly, incorporated by reference to Exhibit 10.21 to Form 8-K/A filed February 13, 2017.

 

 

 

10.5

 

Fauquier Bankshares, Inc. Supplemental Executive Retirement Plan, as amended and restated October 21, 2010, incorporated by reference to Exhibit 10.15 to Form 10-Q filed November 8, 2010.

 

 

 

10.5.1

 

Form of Participation Agreement for Fauquier Bankshares, Inc. Supplemental Executive Retirement Plan, incorporated by reference to Exhibit 10.15.1 to Form 10-Q filed November 8, 2010.

 

 

 

14

 

Code of Business Conduct and Ethics. *

 

 

 

21

 

Subsidiaries of the Fauquier Bankshares, Inc., incorporated herein by reference to Part I of this Form 10-K.

 

 

 

23.1

 

Consent of Brown, Edwards & Company, L.L.P. *

 

 

 

23.2

 

Consent of Smith Elliott Kearns & Company, LLC. *

 

 

 

31.1

 

Certification of CEO pursuant to Rule 13a-14(a). *

 

 

 

31.2

 

Certification of CFO pursuant to Rule 13a-14(a). *

 

 

 

32.1

 

Certification of CEO pursuant to 18 U.S.C. Section 1350. *

 

 

 

32.2

 

Certification of CFO pursuant to 18 U.S.C. Section 1350. *

 

 

 

101

 

The following materials from the Company’s 10-K Report for the period ended December 31, 2018, formatted in XBRL: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income (Loss) (iv) the Consolidated Statements of Changes in Shareholders’ Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to the Consolidated Financial Statements. **

 

____________

*   Previously filed with Fauquier Bankshares, Inc.’s Form 10-K filed on March 11, 2019.

** Filed with this Form 10-K/A.

 


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.

 

FAUQUIER BANKSHARES, INC.

(Registrant)

 

 

 

By:

 

/s/ Marc J. Bogan

 

 

Marc J. Bogan

 

 

President & Chief Executive Officer

 

 

Dated:  March 12, 2019

 

 

 

By:

 

/s/ Christine E. Headly

 

 

Christine E. Headly

 

 

Executive Vice President & Chief Financial Officer

 

 

Dated:  March 12, 2019

 

 

 

 

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