t65191_10ka.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 10-K/A

x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the Fiscal Year Ended December 31, 2008
OR
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: 001- 52751

FSB Community Bankshares, Inc.
(Exact Name of Registrant as Specified in its Charter)

United States
  
74-3164710
(State or Other Jurisdiction of Incorporation or Organization)
  
(I.R.S. Employer Identification No.)
     
     
45 South Main Street, Fairport, New York
  
14450
(Address of Principal Executive Offices)
  
(Zip Code)


                                        (585) 223-9080                                       
(Issuer’s Telephone Number including area code)


Securities Registered Pursuant to Section 12(b) of the Act:
None
 
 
Name of Each Exchange
Title of Class
On Which Registered
 
Securities Registered Pursuant to Section 12(g) of the Act:

Common Stock, par value $0.10 per share


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 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 reports), and (2) has been subject to such requirements for the past 90 days.

(1)
YES x
NO o
     
(2)
YES x
NO o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) 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.  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 the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 
Large accelerated filer
o
Accelerated filer
o
 
Non-accelerated filer
o
Smaller reporting company
x
(Do not check if smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
YES o
NO x
 
 
As of June 30, 2008 the aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant, computed by reference to the closing price of the common stock as of June 30, 2008 was $6.8 million.

As of March 27, 2009, there were 1,785,000 shares of the Registrant’s common stock, par value $0.10 per share, outstanding, of which 946,050 shares, or 53%, were held by FSB Community Bankshares, MHC, the Registrant’s mutual holding company parent.
 
DOCUMENTS INCORPORATED BY REFERENCE

1.
Proxy Statement for the 2009 Annual Meeting of Stockholders (Parts II and III).
2.
Annual Report to Shareholders for the year ended December 31, 2008 (Part II).
 
2
 
EXPLANATORY NOTE

This Amendment No.1 filed on Form-10K/A is being filed to include Exhibit 16, the Change in Auditor’s  Letter, which was inadvertently omitted from the Registrant’s Form 10-K filed with the SEC on March 31, 2009.

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ITEM 15.        EXHIBITS

The following exhibits are either filed or attached as part of this report or are incorporated herein by reference:

 
3.1
Charter of FSB Community Bankshares, Inc. (1)
     
 
3.2
Bylaws of FSB Community Bankshares, Inc. (1)
     
 
4
Form of common stock certificate of FSB Community Bankshares, Inc. (1)
     
 
10.1
Amended and Restated Employment Agreement of Dana C. Gavenda (2)
     
 
10.2
Supplemental Executive Retirement Plan (1)
     
 
10.3
Employee Stock Ownership Plan (1)
     
 
13
Portions of Annual Report to Shareholders
     
 
14
Code of Ethics (3)
     
 
16
Change in Auditors Letter
     
 
21
Subsidiaries of the Registrant
     
 
31.1
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
 
31.2
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
 
32
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
___________________________
(1)
Incorporated by reference to the Registration Statement on Form SB-2 of FSB Community Bankshares, Inc. (File No. 333-141380), originally filed with the Securities and Exchange Commission on March 16, 2007.
(2)
Incorporated by reference to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 25, 2008.
(3)
Available on our website at www.fairportsavingsbank.com.

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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.

   
FSB Community Bankshares, Inc.
  
       
       
       
Date: April 13, 2009
By:
/s/ Dana C. Gavenda
  
   
Dana C. Gavenda, President and
  
   
Chief Executive Officer
  

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



By:
/s/ Dana C. Gavenda
  
By:
 /s/ Thomas J. Hanss
  
 
Dana C. Gavenda, President, and Chief
  
Thomas J. Hanss
  
 
Executive Officer
    
Chairman of the Board
  
 
(Principal Executive Officer)
        
           
Date: April 13, 2009
  
Date: April 13, 2009
  
           
           
           
By:
/s/ Kevin D. Maroney
  
By:
/s/ Gary Lindsay
  
 
Kevin D. Maroney, Executive Vice President
  
Gary Lindsay
  
 
and Chief Financial Officer
    
Director
  
 
(Principal Financial and Accounting Officer)
      
           
Date: April 13, 2009
  
Date: April 13, 2009
  
           
           
           
By:
/s/ Terence O’Neil
  
By:
/s/ Alicia H. Pender
  
 
Terence O’Neil
    
Alicia H. Pender
  
 
Vice Chairman of the Board
    
Director
  
           
           
Date: April 13, 2009
  
Date: April 13, 2009
  
           
           
           
By:
/s/ James E. Smith
  
By:
/s/ Lowell T. Twitchell
  
 
James E. Smith
    
Lowell T. Twitchell
  
 
Director
    
Director
  
           
           
Date: April 13, 2009
  
Date: April 13, 2009
  
           
           
By:
/s/ Robert W. Sturn
  
By:
/s/ Charis W. Warshof
  
 
Robert W. Sturn
    
Charis W. Warshof
  
 
Director
    
Director
  
           
Date: April 13, 2009
  
Date: April 13, 2009
  
 
 
 
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