10-K/A 1 tibb10k031609.htm TIB FINANCIAL CORP. FORM 10-K 12-31-2008 tibb10k031609.htm


U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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, 2008
  
Commission file number
000-21329

TIB FINANCIAL CORP.
(Exact Name of Registrant as Specified in Its Charter)

Florida
(State of Incorporation)
  
65-0655973
(I.R.S. Employer
Identification No.)
599 9th Street North
Suite 101
Naples, Florida
(Address of Principal Executive Offices)
  
 
 
34102
(Zip Code)
     
(239) 263-3344
(Registrant’s telephone number)

Securities Registered pursuant to Section 12(b) of the Act: Common stock, par value $0.10
 
Securities Registered pursuant to Section 12(g) of the Act: None
 
Indicate by check mark if the issuer is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ¨ Yes or þ No
 
Indicate by check mark if the issuer is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. oYes or þ No
 
Indicate by check mark whether the issuer (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 issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. þ Yes or ¨ No
 
Check if there is no disclosure of delinquent filers pursuant to Item 405 of Regulation S-K contained in this form, and will not be contained, to the best of issuer’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. þ
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small 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 ¨
 
Non-accelerated filer ¨ (Do not check if a smaller reporting company)
 
Accelerated filer þ
 
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 or þ No
 
The aggregate market value of the voting stock held by non-affiliates of the registrant as of June 30, 2008 was approximately $81,565,000 based on the $5.88 per share closing price on June 30, 2008.
 
The number of shares outstanding of issuer’s class of common stock at February 28, 2009 was 14,457,708 shares of common stock.
 
Documents Incorporated By Reference: Portions of the Proxy Statement for the 2009 Annual Meeting of Shareholders to be filed with the Securities and Exchange Commission within 120 days of the Registrant’s 2008 fiscal year end are incorporated by reference into Parts II and III of this report.

 
 
 

EXPLANATORY NOTE

This Amendment No. 1 (the “Amendment”) on Form 10-K/A to the Annual Report on Form 10-K (the “Initial Filing”) of TIB Financial Corp. (the “Company”) for the year ended December 31, 2008, which was filed with the Securities and Exchange Commission on March 16, 2009, is being filed solely for the limited purpose of amending Exhibits 32.1 and 32.2 that were included in the Initial Filing.  Those two exhibits inadvertently referred to the period ended December 31, 2007, as opposed to December 31, 2008.  Accordingly, the Company is including in this Amendment corrected Exhibits 32.1 and 32.2 which reflect the proper December 31, 2008 dates.

Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company has filed the certifications required by Rule 13a-14(a) or 15d-14(a) of the Exchange Act.

Except as contained herein, this Amendment does not modify or update disclosures contained in the Initial Filing.  This Amendment should be read in conjunction with the Company’s other filings made with the Securities and Exchange Commission subsequent to the date of the Initial Filing.

 
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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 on April 16, 2009.



     
TIB FINANCIAL CORP.
 
   
By:
/s/Thomas J. Longe
     
Thomas J. Longe
Chairman, Chief Executive Officer and Director


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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 indicated on April 16, 2009.

Signature
  
Title
 
 
/s/Thomas J. Longe
  
 
Chairman, Chief Executive Officer and Director
Thomas J. Longe
    
 
 
/s/Bradley A Boaz
  
Director
Bradley A Boaz
    
 
 
/s/Richard C. Bricker, Jr.
  
 
Director
Richard C. Bricker, Jr.
    
 
 
/s/Howard B. Gutman
  
Director
Howard B. Gutman
    
 
 
/s/Paul O. Jones, Jr., M.D.
  
 
Director
Paul O. Jones, Jr., M.D.
    
 
 
/s/Edward V. Lett
  
 
Director
Edward V. Lett
    
 
 
/s/John G. Parks, Jr.
   Director
John G. Parks, Jr.
    
 
 
/s/Marvin F. Schindler
  
 
Director
Marvin F. Schindler
    
 
 
/s/Otis T. Wallace
  
 
Director
Otis T. Wallace
    
 
 
/s/Stephen J. Gilhooly
  
 
Chief Financial Officer and Treasurer
Stephen J. Gilhooly
    
     


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