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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
(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, 2004 OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED) FOR THE TRANSITION PERIOD FROM
__________ TO __________
COMMISSION FILE NUMBER 0-25033
THE BANC CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 63-1201350
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
17 NORTH 20TH STREET 35203
BIRMINGHAM, ALABAMA (Zip Code)
(Address of Principal Executive Offices)
(205) 327-3600
(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 STOCK, PAR VALUE $.001 PER SHARE
(Titles of Class)
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 [ ]
Indicate by check mark if disclosure of delinquent files 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. [ ]
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Exchange Act Rule 12b-2). Yes [X] No [ ]
The aggregate market value of the voting common stock held by
non-affiliates of the registrant as of March 11, 2005, based on a closing price
of $10.97 per share of Common Stock, was $205,646,988.
Indicate the number of shares outstanding of each of the registrant's
classes of common stock as of the latest practicable date: the number of shares
outstanding as of March 3, 2005, of the registrant's only issued and outstanding
class of common stock, its $.001 per share par value common stock, was
18,746,307.
DOCUMENTS INCORPORATED BY REFERENCE
The information set forth under Items 10, 11, 12, 13 and 14 of Part III
of this Report is incorporated by reference from the registrant's definitive
proxy statement for its 2005 annual meeting of stockholders that will be filed
no later than April 30, 2005.
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EXPLANATORY NOTE
We are filing this Amendment No. 1 on Form 10-K/A to our Annual Report
on Form 10-K for the fiscal year ended December 31, 2004 to correct the caption
on Exhibit (23)-1, which is refiled with this Amendment No. 1. As required by
Rule 12b-15 under the Securities Exchange Act of 1934, we are also filing
currently dated certifications of our Chief Executive Officer and Chief
Financial Officer. No other information in our Annual Report on Form 10-K is
amended or updated by this Amendment No. 1.
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PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
(b) Exhibits
The exhibits required by Regulation S-K are set forth in the following
list and are filed by attachment to this Annual Report on Form 10-K as indicated
below.
(23) - 1 Consent of Carr, Riggs & Ingram, LLC
(31) Certifications of Chief Executive Officer and Chief Financial
Officer pursuant to Rule 13a-14(a).
(32) Certifications of Chief Executive Officer and Chief Financial
Officer pursuant to 18 U.S.C. Section 1350.
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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 Amendment No. 1 on
Form 10-K/A to Annual Report on Form 10-K to be signed on its behalf by the
undersigned, thereunto duly authorized.
THE BANC CORPORATION
By /s/David R. Carter
------------------------------
David R. Carter
Executive Vice President and
Chief Financial Officer
March 17, 2005
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 date indicated.
SIGNATURE TITLE DATE
--------- ---------------------------------- ---------------
* Chief Executive Officer
-------------------------------------------- (Principal Executive Officer) March 17, 2005
C. Stanley Bailey
Executive Vice President,
Chief Financial Officer and
/s/David R. Carter Director (Principal Financial and
-------------------------------------------- Accounting Officer)
David R. Carter March 17, 2005
*
--------------------------------------------
James A. Taylor Chairman of the Board March 17, 2005
*
--------------------------------------------
James Mailon Kent, Jr. Vice Chairman March 17, 2005
*
--------------------------------------------
Larry D. Striplin, Jr. Vice Chairman March 17, 2005
*
--------------------------------------------
K. Earl Durden Vice Chairman March 17, 2005
*
--------------------------------------------
James R. Andrews, M.D. Director March 17, 2005
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*
--------------------------------------------
Roger Barker Director March 17, 2005
*
--------------------------------------------
W. T. Campbell, Jr. Director March 17, 2005
*
--------------------------------------------
Thomas E. Jernigan, Jr. Director March 17, 2005
*
--------------------------------------------
Randall E. Jones Director March 17, 2005
*
--------------------------------------------
Ronald W. Orso, M.D. Director March 17, 2005
*
--------------------------------------------
Harold W. Ripps Director March 17, 2005
*
--------------------------------------------
Jerry M. Smith Director March 17, 2005
*
--------------------------------------------
Michael E. Stephens Director March 17, 2005
*
--------------------------------------------
Marie Swift Director March 17, 2005
*
--------------------------------------------
James A. Taylor, Jr. Director March 17, 2005
* By /s/David R. Carter
----------------------------------------
David R. Carter
Attorney-in-Fact
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