UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 10-K/A
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.
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
(Registrants 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 registrants 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 Registrants 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 Registrants 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 Summits 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 Summits 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 Summits 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 |
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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 |
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