10-K/A
 

 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

Amendment No. 1

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2004

Commission File Number 0-16587

Summit Financial Group, Inc.

(Exact name of registrant as specified in its charter)
     
West Virginia
(State or other jurisdiction of
incorporation or organization)
  55-0672148
(I.R.S. Employer
Identification No.)
 
 
300 N. Main Street
Moorefield, West Virginia

(Address of principal executive offices)
  26836
(Zip Code)

(304) 530-7233
(Registrant’s telephone number, including area code)

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

Securities registered pursuant to Section 12(g) of the Act:
Common
(Title of Class)

Indicate by check mark whether the registrant: (1) has filed all reports required 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 þ 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 amendments to this Form 10-K. o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes þ No o

The aggregate market value of the voting stock held by non-affiliates of the Registrant at June 30, 2004, was approximately $103,265,000. The number of shares of the Registrant’s Common Stock outstanding on March 1, 2005, was 7,039,840. (Registrant has assumed that all of its executive officers and directors are affiliates. Such assumption shall not be deemed to be conclusive for any other purpose.)

Documents incorporated by reference: none

 
 


 

EXPLANATORY NOTE

Summit Financial Group, Inc. (“We”, “Company”), is filing this Amendment No. 1 on Form 10-K/A to correct errors in the High bid and Low bid amounts for the third and fourth quarters of 2004 in the table in Part II, Item 5 in our Form 10-K for the year ended December 31, 2004, previously filed with the Securities and Exchange Commission on March 16, 2005 (the “Original Filing”). Item 15 of Part IV has also been amended to reflect the inclusion of updated certifications pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended. Except for the above described amendments and updated certifications, this Form 10-K/A does not modify or update other disclosures in, or exhibits to the Original Filing.

The entire Part II Item 5 should have appeared as follows:

PART II.

Item 5. Market for Registrant’s Common Equity and Related Shareholder Matters

Common Stock Dividend and Market Price Information: The following table presents cash dividends paid per share and information regarding bid prices per share of Summit’s common stock for the periods indicated. The bid prices presented are based on information reported by the OTC Bulletin Board, and may reflect inter-dealer prices, without retail mark-up, mark-down or commission and not represent actual transactions.

                                     
    First   Second   Third   Fourth
    Quarter   Quarter   Quarter   Quarter
2004
                               
Dividends paid
  $ -     $ 0.125     $ -     $ 0.135  
High Bid
    17.75       20.38       21.75       29.75  
Low Bid
    17.28       17.00       19.55       21.38  
         
2003
                               
Dividends paid
  $ -     $ 0.10     $ -       0.115  
High Bid
    14.25       14.63       18.50       18.48  
Low Bid
    9.81       13.50       14.25       17.50  

Our stock began trading on The NASDAQ SmallCap Market effective January 31, 2005 under the symbol “SMMF”.

Dividends on Summit’s common stock are paid on the 15th day of June and December. The record date is the 1st day of each respective month. For a discussion of restrictions on dividends, see Note 17 of the notes to the accompanying consolidated financial statements, which is incorporated herein by reference.

As of March 1, 2005, there were approximately 1,332 shareholders of record of Summit’s common stock.

Purchases of Summit Equity Securities: No purchases of our own equity securities, either as part of a publicly announced plan or otherwise, were made during any month of the fourth quarter 2004.

Part IV.

Item 15. Exhibits, Financial Statement Schedules

Exhibits:

     
Exhibit Number
  Description
 
31.1
31.2
  Sarbanes-Oxley Act Section 302 Certification of Chief Executive Officer
Sarbanes-Oxley Act Section 302 Certification of Chief Financial Officer

2


 

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.

             
    SUMMIT FINANCIAL GROUP, INC.
a West Virginia Corporation
(registrant)
   
 
  By:   /s/ Julie R. Cook                    4/12/2005    
        Julie R. Cook                         Date
Vice President &
Chief Accounting Officer

3

Ex-31.1
 

Exhibit 31.1

SARBANES-OXLEY ACT SECTION 302
CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, H. Charles Maddy, III, certify that:

1. I have reviewed this annual report on Form 10-K/A of Summit Financial Group, Inc.;

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.   Intentionally omitted since the information to which this paragraph relates is not included in this annual report on Form 10-K/A;

4.   Intentionally omitted since the information to which this paragraph relates is not included in this annual report on Form 10-K/A; and

5.   Intentionally omitted since the information to which this paragraph relates is not included in this annual report on Form 10-K/A.

Date: April 11, 2005

     
  /s/ H. Charles Maddy, III
   
  H. Charles Maddy, III
President and Chief Executive Officer

 

Ex-31.2
 

Exhibit 31.2

SARBANES-OXLEY ACT SECTION 302
CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Robert S. Tissue, certify that:

1. I have reviewed this annual report on Form 10-K/A of Summit Financial Group, Inc.;

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.   Intentionally omitted since the information to which this paragraph relates is not included in this annual report on Form 10-K/A;

4.   Intentionally omitted since the information to which this paragraph relates is not included in this annual report on Form 10-K/A; and

5.   Intentionally omitted since the information to which this paragraph relates is not included in this annual report on Form 10-K/A.

Date: April 11, 2005

     
  /s/ Robert S. Tissue
   
  Robert S. Tissue
Sr. Vice President and Chief Financial Officer