UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
ANNUAL REPORT UNDER SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2007
Commission File No. 000-52640
OAK RIDGE FINANCIAL SERVICES, INC.
(Name of small business issuer in its charter)
| North Carolina | 20-8550086 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
| Post Office Box 2 2211 Oak Ridge Road Oak Ridge, North Carolina |
27310 | |
| (Address of principal executive offices) | (Zip Code) | |
(336) 644-9944
(Issuer’s telephone number, including area code)
Securities Registered Under Section 12(b) of the Act: None
Securities Registered Under Section 12(g) of the Act: Common Stock, no par value
Title of Class
Check whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. ?
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 ¨
Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will 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-KSB or any amendment to this Form 10-KSB. ¨
Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes ¨ No x
State issuer’s revenues for its most recent fiscal year. $18,940,000
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked prices of such common equity, as of a specified date within the past 60 days. $15,913,349 based on the closing price of the common equity on February 29, 2008 , which was $10.50 per share.
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date.
| Common Stock, no par value | 1,791,474 shares | |
| Class | Outstanding at February 29, 2008 |
Transitional Small Business Disclosure Format Yes ¨ No x
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for the 2008 Annual Meeting of Stockholders of the Registrant to be held on May 8, 2008 (the “Proxy Statement”) are incorporated by reference into Part III.
This report contains certain forward-looking statements with respect to the financial condition, results of operations and business of the Company. These forward-looking statements involve risks and uncertainties and are based on the beliefs and assumptions of management of the Company and on the information available to management at the time that these disclosures were prepared. These statements can be identified by the use of words like “expect,” “anticipate,” “estimate” and “believe,” variations of these words and other similar expressions. Readers should not place undue reliance on forward-looking statements as a number of important factors could cause actual results to differ materially from those in the forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, (1) competition in the Company’s markets, (2) changes in the interest rate environment, (3) general national, regional or local economic conditions may be less favorable than expected, resulting in, among other things, a deterioration in credit quality and the possible impairment of collectibility of loans, (4) legislative or regulatory changes, including changes in accounting standards, (5) significant changes in the federal and state legal and regulatory environment and tax laws, (6) the impact of changes in monetary and fiscal policies, laws, rules and regulations and (7) other risks and factors identified in the Company’s other filings with the Securities and Exchange Commission. The Company undertakes no obligation to update any forward-looking statements.
EXPLANATORY NOTE: REASON FOR AMENDMENT
Oak Ridge Financial Services, Inc. (the “Company”) is filing this amendment to its Annual Report on Form 10-KSB for the year ended December 31, 2007, which was filed with the SEC on March 28, 2008, in order to properly evidence that the Company’s independent accountant has signed the Report of Independent Registered Public Accounting Firm.
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104 Cranberry Road Post Office Box 760 Galax, VA 24333
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| Phone 276.238.1800 Fax 276.238.1801 | ||
Report of Independent Registered Public Accounting Firm
Board of Directors and Shareholders
Oak Ridge Financial Services, Inc.
Oak Ridge, North Carolina
We have audited the consolidated balance sheets of Oak Ridge Financial Services, Inc. as of December 31, 2007 and 2006, and the related consolidated statements of operations, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2007. Our audits also included the notes to the consolidated financial statements of Oak Ridge Financial Services, Inc. These financial statements notes are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Oak Ridge Financial Services, Inc. as of December 31, 2007 and 2006, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2007, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statements, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein.
We were not engaged to examine management’s assertion about the effectiveness of Oak Ridge Financial Services, Inc. internal control over financial reporting as of December 31, 2007 included in the accompanying Item 8a, Controls and Procedures and, accordingly, we do not express an opinion thereon.
Galax, Virginia
March 17, 2008
www.elliottdavis.com
| ITEM 13. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
13(a) Exhibits
| Exhibit (31.1) | Certification of Ronald O. Black. | |
| Exhibit (31.2) | Certification of Thomas W. Wayne. | |
| Exhibit (32) | Certificate of Periodic Financial Report Pursuant to 18 U.S.C. Section 1350. | |
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| OAK RIDGE FINANCIAL SERVICES, INC. | ||||||
| Dated: May 14, 2008 | By: | /s/ Ronald O. Black | ||||
| Ronald O. Black | ||||||
| President and Chief Executive Officer | ||||||
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||
| /s/ Ronald O. Black Ronald O. Black |
President, Chief Executive Officer and Director |
May 14, 2008 | ||
| /s/ Thomas W. Wayne Thomas W. Wayne |
Senior Vice President and Chief Financial Officer |
May 14, 2008 | ||
| /s/ L. William Vasaly, III L. William Vasaly, III |
Senior Vice President and Chief Credit Officer |
May 14, 2008 | ||
| /s/ Douglas G. Boike Douglas G. Boike |
Director | May 14, 2008 | ||
| /s/ Herbert M. Cole Herbert M. Cole |
Director | May 14, 2008 | ||
| /s/ Francis R. Disney Francis R. Disney |
Director | May 14, 2008 | ||
| /s/ Craig Fleming Craig Fleming |
Director | May 14, 2008 | ||
| /s/ James W. Hall James W. Hall |
Director | May 14, 2008 | ||
| /s/ Billy R. Kanoy Billy R. Kanoy |
Director | May 14, 2008 | ||
| /s/ Lynda J. Anderson Lynda J. Anderson |
Director | May 14, 2008 | ||
| /s/ Stephen S. Neal Stephen S. Neal |
Director | May 14, 2008 | ||
| /s/ John S. Olmsted John S. Olmsted |
Director | May 14, 2008 | ||
| /s/ Manuel L. Perkins Manuel L. Perkins |
Director | May 14, 2008 | ||
INDEX TO EXHIBITS
| Exhibit No. |
Description | |
| Exhibit (31.1) | Certification of Ronald O. Black | |
| Exhibit (31.2) | Certification of Thomas W. Wayne | |
| Exhibit (32) | Certification of Periodic Financial Report Pursuant to 18 U.S.C. Section 1350 | |