f10ka_123114-0343.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-K/A
(Amendment No. 1)

ANNUAL REPORT
PURSUANT TO SECTIONS 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 2014 or
[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________

Commission File No. 000-51338

PARKE BANCORP, INC.
(Exact name of Registrant as specified in its Charter)

New Jersey
  
65-1241959
(State or other Jurisdiction of
Incorporation or Organization)
  
(I.R.S. Employer Identification No.)

601 Delsea Drive, Washington Township, New Jersey
    
08080
  
(Address of Principal Executive Offices)
    
(Zip Code)
  

Registrant’s telephone number, including area code: 856-256-2500
 
Securities registered pursuant to Section 12(b) of the Act:
 

Title of Each Class
  
Name of Each Exchange on Which Registered
Common Stock, $0.10 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 o NO x
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 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 such reports), and (2) has been subject to such filing requirements for the past 90 days.YES x NO o
 
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 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 o
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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.o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller company.  See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o
Accelerated filer o
Non-accelerated filer o
Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). YES o NOx
 
The aggregate market value of the voting stock held by non-affiliates of the Registrant, based on the closing price of the Registrant’s common stock as quoted on the Nasdaq Capital Market on June 30, 2014, was approximately $69.4 million.
 
As of March 19, 2015 there were issued and outstanding 6,014,112 shares of the Registrant’s common stock.
 
DOCUMENTS INCORPORATED BY REFERENCE
 
1.
Portions of the Annual Report to Shareholders for the Fiscal Year Ended December 31, 2014. (Parts II and IV)
2.
Portions of the Proxy Statement for the 2015 Annual Meeting of Shareholders. (Parts II and III)

 
 
 

Explanatory Note
 
The purpose of this Amendment No. 1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2014, filed with the Securities and Exchange Commission on March 20, 2015 (the “Form 10-K”), is solely to correct an error in Exhibit 101 to the Form 10-K. Exhibit 101 provides the financial statements and related notes from the Form 10-K formatted in XBRL (Extensible Business Reporting Language).
 
No other changes have been made to the Form 10-K. This Amendment No. 1 to the Form 10-K speaks as of the original filing date of the Form 10-K, 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 Form 10-K.
 

PART IV
 
Item 15.
Exhibits and Financial Statement Schedules
 
(a)           Listed below are all financial statements and exhibits filed as part of this report.
 
 
1.
The following financial statements and the independent auditors’ report included in the Annual Report are incorporated herein by reference:
 
 
•
Management’s Report on Internal Controls
 
 
•
Report of Independent Registered Public Accounting Firm
 
 
•
Consolidated Balance Sheets as of December 31, 2014 and 2013
 
 
•
Consolidated Statements of Income for the Years Ended December 31, 2014 and 2013
 
 
•
Consolidated Statements of Equity for the Years Ended December 31, 2014 and 2013
 
 
•
Consolidated Statements of Cash Flows for the Years Ended December 31, 2014 and 2013
 
 
•
Notes to Consolidated Financial Statements
 
 
2.
Schedules omitted as they are not applicable.
 
 
3.
The following exhibits are included in this Report or incorporated herein by reference:

 
3.1
Certificate of Incorporation of Parke Bancorp, Inc. (1)
 
3.2
Bylaws of Parke Bancorp, Inc. (1)
 
3.3
Certificate of Amendment setting forth the terms of the Registrant’s 6.00% Non-Cumulative Perpetual Convertible Preferred Stock, Series B (3)
 
4.1
Specimen stock certificate of Parke Bancorp, Inc. (1)
 
10.1
Amended Employment Agreement Between Bancorp, Bank and Vito S. Pantilione (4)
 
 
 
2
 
 
 
10.2
Change in Control Agreement Between Bancorp, Bank and Elizabeth Milavsky, Paul Palmieri and David Middlebrook (4)
 
10.3
Supplemental Executive Retirement Plan (1)
 
10.4
1999 Stock Option Plan(1)
 
10.5
2002 Stock Option Plan(1)
 
10.6
2003 Stock Option Plan (1)
 
10.7
2005 Stock Option Plan (5)
 
13
Annual Report to Shareholders for the fiscal year ended December 31, 2014*
 
21
Subsidiaries of the Registrant*
 
23
Consent of McGladrey LLP*
 
31.1
Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
 
31.2
Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
 
32
Certification of CEO & CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
 
101.INS
XBRL Instance Document **
 
101.SCH
XBRL Schema Document **
 
101.CAL
XBRL Calculation Linkbase Document **
 
101.LAB
XBRL Labels Linkbase Document **
 
101.PRE
XBRL Presentation Linkbase Document **
 
101.DEF
XBRL Definition Linkbase Document **

 
  *
Previously filed with Annual Report on Form 10-K for the year ended December 31, 2014 as filed on March 20, 2015.
 
  **
Submitted as Exhibits 101 to this Form 10-K are documents formatted in XBRL (Extensible Business Reporting Language).
   (1)  
Incorporated by reference to the Company’s Registration Statement on Form S-4 filed with the SEC on January 31, 2005.
   (2)  
Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on January 30, 2009.
   (3)  
Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on December 24, 2013.
   (4)  
Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on November 29, 2007.
   (5)  
Incorporated by reference to the Company’s Definitive Proxy Statement filed with the SEC on December 20, 2005.
   (6)  
Incorporated by reference to the Company’s Current Report on filed with the SEC on April 10, 2012.



 
3
 


 

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.
 
   
PARKE BANCORP, INC.
       
       
Dated: March 23, 2015
   By:  /s/ John F. Hawkins 
   
 
John F. Hawkins
Senior Vice President and Chief Financial Officer