XNAS:JFBI Annual Report 10-K/A Filing - 6/30/2012

Effective Date 6/30/2012



U.S. 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 June 30, 2012

o
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: 0-50347
 
JEFFERSON BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
 
Tennessee
 
 45-0508261
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer Identification No.)

120 Evans Avenue, Morristown, Tennessee
 
37814
(Address of principal executive offices)
 
 (Zip Code)

Registrant’s telephone number, including area code: (423) 586-8421
 
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 $0.01
 
The NASDAQ Stock Market LLC

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 o No x 

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 o No x

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 o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, 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).
Yes x No o

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 the 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 definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer o            Accelerated Filer o
Non-accelerated Filer o              Smaller Reporting Company x
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 16b-2 of the Exchange Act). Yes o No x

The aggregate market value of the voting and non-voting common equity held by non-affiliates was $14,016,241 million, based upon the closing price ($2.31 per share) as quoted on the Nasdaq Global Market as of the last business day of the registrant’s most recently completed second fiscal quarter (December 30, 2011).

The number of shares outstanding of the registrant’s common stock as of September 12, 2012 was 6,629,753.

DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for the 2012 Annual Meeting of Shareholders
are incorporated by reference in Part III of this Form 10-K.
 
 
 

 
EXPLANATORY NOTE

The purpose of this Amendment No. 1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 2012, initially filed with the U.S. Securities and Exchange Commission on September 21, 2012 (the “Form 10-K”), is to furnish Exhibit 101.0 to the Form 10-K as required by Rule 405 of Regulation S-T.  Exhibit 101.0 to this Amendment No. 1 to the Form 10-K provides the following items from the Form 10-K formatted in eXtensible Business Reporting Language (“XBRL”): (i) the Consolidated Statements of Condition, (ii) the Consolidated Statements of Earnings, (iii) the Consolidated Statement of Changes in Stockholders’ Equity, (iv) the Consolidated Statements of Cash Flows and (v) the Notes to the Consolidated Financial Statements.

No other changes have been made to the Form 10-K.  This Amendment No. 1 to the Form 10-K speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date of the Form 10-K, and does not modify or update in any way the disclosures included in the Form 10-K.

PART IV

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

  (a)
(3)
Exhibits
 
     
3.1
Charter of Jefferson Bancshares, Inc. (1)
     
3.2
Bylaws of Jefferson Bancshares, Inc. (2)
     
4.1
Specimen Stock Certificate of Jefferson Bancshares, Inc. (1)
     
4.2
No long-term debt instrument issued by Jefferson Bancshares, Inc. exceeds 10% of consolidated assets or is registered. In accordance with paragraph 4(iii) of Item 601(b) of Regulation S-K, Jefferson Bancshares, Inc. will furnish the Securities and Exchange Commission copies of long-term debt instruments and related agreements upon request.
      10.1
Employment Agreement between Anderson L. Smith, Jefferson Bancshares, Inc. and Jefferson Federal Bank* (3)
     
10.2
Employment Agreement between John W. Beard, Jr., Jefferson Bancshares, Inc. and Jefferson Federal Bank*^
     
10.3
Employment Agreement between Gary L. Keys, Jefferson Bancshares, Inc. and Jefferson Federal Bank*^
     
10.4
Amendment to Employment Agreement between Anderson L. Smith, Jefferson Bancshares, Inc. and Jefferson Federal Bank* (4)
      10.5 
Jefferson Federal Savings and Loan Association of Morristown Employee Severance Compensation Plan* (1)
      10.6 
1995 Jefferson Federal Savings and Loan Association Stock Option Plan* (1)
     
10.7
Jefferson Federal Bank Supplemental Executive Retirement Plan* (1)
     
10.8
Jefferson Bancshares, Inc. 2004 Stock-Based Incentive Plan* (5)
     
11.0
Statement re: computation of per share earnings (6)
     
21.0
List of Subsidiaries^
     
23.0
Consent of Craine, Thompson & Jones, P.C.^
     
31.1
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer^
     
31.2
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer^
     
32.0
Section 1350 Certifications^
     
101.0
The following materials from the Company’s Annual Report on Form 10-K for the year ended June 30, 2012, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Condition, (ii) the Consolidated Statements of Earnings, (iii) the Consolidated Statement of Changes in Stockholders’ Equity, (iv) the Consolidated Statements of Cash Flows and (v) the Notes to the Consolidated Financial Statements, tagged as blocks of text.**
 
     
 
*
Management contract or compensatory plan, contract or arrangement.
 
**
Furnished, not filed.  
  ^ Previously filed.
 
(1)
Incorporated herein by reference from the Exhibits to Registration Statement on Form S-1 and amendments thereto, initially filed on March 21, 2003, Registration No. 333-103961.
 
(2)
Incorporated herein by reference from the Exhibits to the Current Report on Form 8-K, filed on October 26, 2007.
 
(3)
Incorporated herein by reference from the Exhibits to the Annual Report on Form 10-K, filed on September 29, 2003.
 
(4)
Incorporated herein by reference from the Exhibits to the Annual Report on Form 10-K, filed on September 13, 2004.
 
(5)
Incorporated herein by reference from Appendix A to the Company’s definitive proxy statement filed on December 1, 2003.
 
(6)
Incorporated herein by reference to Note 3 to the Company’s Audited Financial Statements.
 
 
 

 
 

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
  JEFFERSON BANCSHARES, INC.
     
Date: October 16, 2012
By:
/s/ Anderson L. Smith
   
Anderson L. Smith
   
President, Chief Executive Officer and Director
 


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