UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q/A
(Amendment No. 1)
Quarterly Report Under Section 13 or 15 (d)
of the Securities and Exchange Act of 1934.
For Quarter ended September 30, 2013
Commission File Number 1-35746
Bryn Mawr Bank Corporation
(Exact name of registrant as specified in its charter)
| Pennsylvania | 23-2434506 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer identification No.) | |
| 801 Lancaster Avenue, Bryn Mawr, Pennsylvania | 19010 | |
| (Address of principal executive offices) | (Zip Code) | |
Registrant’s telephone number, including area code (610) 525-1700
Not Applicable
Former name, former address and fiscal year, if changed since last report.
Indicate by checkmark whether the registrant (1) has filed all reports 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). Yes x No ¨
Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company. See definition of “accelerated filer”, “large accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ¨ | Accelerated filer | x | |||
| Non-accelerated filer | ¨ | Smaller reporting company | ¨ | |||
Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ¨ No x
Indicate the number of shares outstanding of each of the issuer’s class of common stock, as of the latest practicable date.
| Class |
Outstanding at November 4, 2013 | |
| Common Stock, par value $1 | 13,586,437 |
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-Q/A (the “Amendment”) of Bryn Mawr Bank Corporation (the “Corporation”) amends the Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013, originally filed with the Securities and Exchange Commission on November 8, 2013 (the “Original Report”). This Amendment is being filed solely to correct a typographical error on the cover page of the Original Report with respect to the number of shares outstanding of the Corporation’s common stock as of the November 4, 2013. The correct number of shares of the Corporation’s common stock outstanding as of November 4, 2013 was 13,586,437.
This Amendment No. 1 speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the Original Report. No other changes have been made to the Original Report.
This Amendment has been signed as of a current date, and includes new certifications by the registrant’s principal executive officer and principal financial officer, which are being filed as exhibits to this Amendment. Because this Amendment includes no financial statements, we are not including certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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ITEM 6. Exhibits
| Exhibit No. |
Description and References | |
| 3.1 |
Amended and Restated By-Laws, effective November 20, 2007, incorporated by reference to Exhibit 3.2 of the Corporation’s Form 8-K filed with the SEC on November 21, 2007 | |
| 3.2 |
Amended and Restated Articles of Incorporation, effective November 21, 2007, incorporated by reference to Exhibit 3.1 of the Corporation’s Form 8-K filed with the SEC on November 21, 2007 | |
| 10.1 |
Mutual Termination Agreement, dated as of August 8, 2013, by and between Bryn Mawr Bank Corporation and MidCoast Community Bancorp, Inc., incorporated by reference to Exhibit 10.1 to the Corporation’s Form 8-K filed with the SEC on August 9, 2013 | |
| 31.1 |
Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith | |
| 31.2 |
Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, 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, previously filed | |
| 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, previously filed | |
| 101.INS XBRL |
Instance Document | |
| 101.SCH XBRL |
Taxonomy Extension Schema Document | |
| 101.CAL XBRL |
Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF XBRL |
Taxonomy Extension Definition Linkbase Document | |
| 101.LAB XBRL |
Taxonomy Extension Label Linkbase Document | |
| 101.PRE XBRL |
Taxonomy Extension Presentation Linkbase Document | |
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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.
| Bryn Mawr Bank Corporation | ||||||
| Date: November 20, 2013 | By: | /S/ FREDERICK C. PETERS II | ||||
| Frederick C. Peters II | ||||||
| President & Chief Executive Officer | ||||||
| Date: November 20, 2013 | By: | /S/ J. DUNCAN SMITH | ||||
| J. Duncan Smith CPA | ||||||
| Treasurer & Chief Financial Officer | ||||||
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