UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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, 2017
☐ | 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 001-35746.
BRYN MAWR BANK CORPORATION
(Exact name of registrant as specified in its charter)
Pennsylvania | 23-2434506 |
(State of other jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
801 Lancaster Avenue, Bryn Mawr, Pennsylvania | 19010 |
(Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code) (610) 525-1700
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Name of each exchange on which registered |
Common Stock ($1 par value) | 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 ☒ No ☐
Indicate by check mark if registrant is not required to file reports pursuant to Section 13 or 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 of 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period than 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 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 ☒ No ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (& 229.405 of this chapter) 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, 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.
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 not to use the 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 checkmark whether the Registrant is a shell company (as defined by Rule 126-2 of the Exchange Act):
Yes ☐ No ☒
The aggregate market value of shares of common stock held by non-affiliates of Registrant (including fiduciary accounts administered by affiliates) was $711,760,477 on June 30, 2017 based on the price at which our common stock was last sold on that date.*
As of February 23, 2018 there were 20,225,269 shares of common stock outstanding.
Documents Incorporated by Reference: Portions of the Definitive Proxy Statement of Registrant to be filed with the Commission pursuant to Regulation 14A with respect to the Registrant’s Annual Meeting of Shareholders to be held on April 19, 2018 (“2018 Proxy Statement”), as indicated in Parts II and III, are incorporated into this Form 10-K by reference.
* | Registrant does not admit by virtue of the foregoing that its officers and directors are “affiliates” as defined in Rule 405. |
Explanatory Note
This Amendment No. 1 to the Annual Report on Form 10-K of Bryn Mawr Bank Corporation for the year ended December 31, 2017, originally filed with the Securities and Exchange Commission on March 1, 2017 (“the Original Filing”), is being filed solely to include interactive data filings exhibits, which were omitted from the original filing, and to claim a Regulation S-T Section 232.201(c) hardship exemption by including the required text of Section 232.201(c)(1)(i) in Exhibit 99 herein. The interactive data filings exhibits were omitted because our financial printer was unable to upload the XBRL files due to technical problems with their system that were beyond our control.
Except as described above, the Amendment does not modify or update the disclosures presented in, or exhibits to, the Original Filing in any way.
Those sections of the Original Filing that are unaffected by the Amendment are not included herein.
PART IV
ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
Item 15(a) (3) and (b) — Exhibits
Exhibit No. | Description and References | |
2.1 | ||
2.2 | ||
2.3 | ||
2.4 | ||
2.5 | ||
2.6 | ||
2.7 |
Exhibit No. | Description and References | |
2.8 | ||
2.9 | ||
2.10 | ||
2.11 | ||
2.12 | ||
2.13 | ||
2.14 | ||
3.1 | ||
3.2 | ||
4.1 | ||
4.2 | ||
4.3 | Indenture, dated August 6, 2015, by and between Bryn Mawr Bank Corporation and U.S. Bank National Association, as trustee, incorporated by reference to the Corporation’s Form 8-K filed with the SEC on August 7, 2015 | |
4.4 | Forms of 4.75% Subordinated Note due 2025 (included as Exhibit A-1 and Exhibit A-2 to the Indenture filed as Exhibit 4.1), incorporated by reference to the Corporation’s Form 8-K filed with the SEC on August 7, 2015 | |
4.5 | ||
4.6 | ||
4.7 | ||
4.8 | ||
4.9 | ||
4.10 | ||
4.11 | ||
4.12 |
Exhibit No. | Description and References | |
4.13 | ||
4.14 | ||
10.1* | ||
10.2** | ||
10.3* | ||
10.4* | ||
10.5* | ||
10.6* | ||
10.7* | ||
| ||
10.8* | ||
10.9* | ||
10.10* | ||
10.11* | ||
10.12*+ | Form of Restricted Stock Unit Agreement for Executives (Time/Performance Based), filed herewith | |
10.13** | ||
10.14** | ||
10.15** | ||
10.16** | ||
10.17** | ||
10.18 | ||
10.19* | ||
10.20** | ||
| ||
10.21** | ||
| ||
10.22** |
Exhibit No. | Description and References | |
10.23** | ||
10.24 | ||
10.25** | ||
10.26 | ||
10.27** | ||
10.28** | ||
10.29* | ||
10.30* | ||
10.31* | ||
10.32* | ||
10.33* | ||
10.34*+ | Form of Restricted Stock Unit Agreement for Directors (Time/Performance Based), filed herewith | |
10.35** | ||
10.36** | ||
10.37** | ||
10.38 | Second Amended and Restated Dividend Reinvestment and Stock Purchase Plan, effective April 30, 2015, incorporated by reference to the Corporation’s prospectus supplement filed with the SEC on May 1, 2015 pursuant to Rule 424 (b) under the Securities Act of 1933, as amended | |
10.39* | Employment Letter Agreement, dated December 15, 2017, by and between The Bryn Mawr Trust Company and F. Kevin Tylus, incorporated by reference to Exhibit 10.1 of the Corporation’s Form 8-K filed with the SEC on December 18, 2017 |
* | Management contract or compensatory plan arrangement. |
** | Shareholder approved compensatory plan pursuant to which the Registrant’s Common Stock may be issued to employees of the Corporation. |
+ | Previously filed. |
Item 15(c) — Not Applicable
Item 16 — None.
SIGNATURES
Pursuant to the requirements of section 13 or 15d of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, there unto duly authorized.
Bryn Mawr Bank Corporation
By /s/ Michael W. Harrington
Michael W. Harrington
Chief Financial Officer
(Principal Financial Officer)
Date: March 1, 2018
7