UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended June 30, 2012
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to __________________
Commission file number 0-50969
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ROEBLING FINANCIAL CORP, INC.
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(Exact name of Registrant as specified in its charter)
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| (State or other jurisdiction of incorporation or organization) |
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(I.R.S. employer identification no.) |
| Route 130 South and Delaware Avenue, Roebling, New Jersey |
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08554
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| (Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number (609) 499-9400
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(Former name, former address and former fiscal year, if changed since last report.)
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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 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 (§232.405 of this chapter) 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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o
(Do not check if a smaller reporting company)
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Smaller reporting company x
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ___ No X
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: August 8, 2012
| $.10 par value common stock |
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1,686,527 shares |
Explanatory Note
The purpose of this Amendment No. 1 to our Quarterly Report Form 10-Q for the period ended June, 30, 2012 (“Form 10-Q”), as filed with the Securities and Exchange Commission on August 9, 2012, is to furnish Exhibit 101 to the Form 10-Q, which provides certain items from our Form 10-Q formatted in Extensible Business Reporting Language (“XBRL”).
No other changes have been made to the Form 10-Q other than the furnishing of the exhibit described above. This Amendment No. 1 does not reflect subsequent events occurring after the original date of the Form 10-Q or modify or update in any way disclosures made in the Form 10-Q.
Pursuant to Rule 406T of Regulations S-T, the Interactive Data Files in Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
ITEM 6. EXHIBITS
List of Exhibits:
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3.1
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Certificate of Incorporation*
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4.0
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Form of Stock Certificate***
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10.1
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Directors Consultation and Retirement Plan*******
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10.2
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Stock Option Plan****
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10.3
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Restricted Stock Plan****
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10.4
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Employment Agreement between Janice A. Summers and Roebling Bank********
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10.5
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Roebling Financial Corp, Inc. 2006 Stock Option Plan*****
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10.6
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Roebling Bank 2006 Restricted Stock Plan*****
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10.7
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Directors Change in Control Severance Plan******
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10.8
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Directors Deferred Compensation Agreement between John J. Ferry and Roebling Bank*******
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10.9
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Directors Deferred Compensation Agreement between George N. Nyikita and Roebling Bank*******
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10.10
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Directors Deferred Compensation Agreement between Mark V. Dimon and Roebling Bank********
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10.11
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Formal Agreement, dated July 23, 2012*********
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| 31 |
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer and Chief Financial Officer†
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| 32 |
Section 1350 Certification † |
| 101 |
Interactive Data Files †† |
_________________________
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†
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Previously filed with Roebling Financial Corp, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 (filed on August 9, 2012).
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††
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Attached as Exhibits 101 to this Form 10-Q/A Amendment No. 1 are documents formatted in XBRL (Extensible Business Reporting Language). Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability.
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*
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Incorporated herein by reference to the Company’s Form 8-A (File No. 0-59069) filed with the Commission on September 30, 2004.
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**
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Incorporated herein by reference to the Company’s Quarterly Report on Form 10-QSB for the quarter ended June 30, 2005.
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***
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Incorporated herein by reference to the Company’s Registration Statement on Form SB-2 (File No. 333-116312) filed with the Commission on June 9, 2004.
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****
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Incorporated herein by reference to Company’s Registration Statement on Form S-8 (File No. 333-119839) filed with the Commission on October 20, 2004.
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*****
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Incorporated herein by reference to Company’s Registration Statement on Form S-8 (File No. 333-132059) filed with the Commission on February 27, 2006.
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******
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Incorporated herein by reference to the Company’s Quarterly Report on Form 10-QSB for the quarter ended June 30, 2008.
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*******
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Incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2008.
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********
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Incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009.
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*********
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Incorporated herein by reference to the Company’s Current Report on Form 8-K filed with the Commission on July 27, 2012.
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ROEBLING FINANCIAL CORP, INC.
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 thereunto duly authorized.
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ROEBLING FINANCIAL CORP, INC.
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Date:
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September 7, 2012
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By:
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/s/ Janice A. Summers
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Janice A. Summers
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Senior Vice President, Chief Operating Officer and Chief Financial Officer
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(Duly Authorized Officer and Principal Financial
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and Accounting Officer)
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