0001193125-11-088040.txt : 20110404 0001193125-11-088040.hdr.sgml : 20110404 20110404153510 ACCESSION NUMBER: 0001193125-11-088040 CONFORMED SUBMISSION TYPE: DEFR14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110404 DATE AS OF CHANGE: 20110404 EFFECTIVENESS DATE: 20110404 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CARDINAL BANKSHARES CORP CENTRAL INDEX KEY: 0001022759 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 541804471 STATE OF INCORPORATION: VA FILING VALUES: FORM TYPE: DEFR14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-28780 FILM NUMBER: 11735581 BUSINESS ADDRESS: STREET 1: P O BOX 215 CITY: FLOYD STATE: VA ZIP: 24091 BUSINESS PHONE: 5407454191 DEFR14A 1 ddefr14a.htm REVISED PROXY STATEMENT Revised Proxy Statement

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. 1 )

Filed by the Registrant  x                            Filed by a Party other than the Registrant  ¨

Check the appropriate box:

 

¨ Preliminary Proxy Statement

 

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

¨ Definitive Proxy Statement

 

x Definitive Additional Materials

 

¨ Soliciting Material under §240.14a-12


CARDINAL BANKSHARES CORPORATION

(Name of registrant as specified in its charter)


(Name of person(s) filing proxy statement, if other than the registrant)

Payment of Filing Fee (Check the appropriate box):

 

x No fee required.

 

¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

  (1) Title of each class of securities to which the transaction applies:

          

 

  (2) Aggregate number of securities to which the transaction applies:

          

 

  (3) Per unit price or other underlying value of the transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

          

 

  (4) Proposed maximum aggregate value of the transaction:

          

 

  (5)   Total fee paid:

          

 

 

¨ Fee paid previously with preliminary materials.

 

¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

  (1) Amount Previously Paid:

          

 

  (2) Form, Schedule or Registration Statement No.:

          

 

  (3) Filing Party:

          

 

  (4) Date Filed:

          

 

 

 

 

Explanatory Note

The purpose of this amendment to the definitive proxy statement (“Proxy Statement”) of Cardinal Bankshares Corporation filed with the Securities and Exchange Commission on March 25, 2011, is to correct the information provided on page 4 of the Proxy Statement under the heading “Election of Directors” and on page 7 under the heading “Designation of Independent Auditors.” The statement “The Board Unanimously Recommends a Vote “For” the Approval of the Amendment to the Articles of Incorporation” under the heading “Election of Directors,” should be eliminated. The information under the heading “Designation of Independent Auditors,” should be replaced with the following:

For the year ending December 31, 2011 the Audit Committee of the Board of Directors has selected Hess, Stewart & Campbell, PLLC, an independent public accounting firm, to perform the audit of the Company’s financial statements and its internal controls over financial reporting.

Hess, Stewart & Campbell, PLLC acted as the Company’s independent registered public accountants for the year ending December 31, 2010 as well. A representative of Hess, Stewart & Campbell, PLLC will be present at the annual meeting, have an opportunity to make a statement if so desired and will be available to answer questions.

CHANGES TO THE CARDINAL BANKSHARES CORPORATION

2011 PROXY AND ADDENDUM

 

1. On page 4, in the Section captioned “Election of Directors,” the statement, “The Board Unanimously Recommends a Vote “For” the Approval of the Amendment to the Articles of Incorporation” is eliminated.

 

2. On page 7, the Section captioned “Designation of Independent Auditors” is replaced entirely with the following:

For the year ending December 31, 2011 the Audit Committee of the Board of Directors has selected Hess, Stewart & Campbell, PLLC, an independent public accounting firm, to perform the audit of the Company’s financial statements and its internal controls over financial reporting.

Hess, Stewart & Campbell, PLLC acted as the Company’s independent registered public accountants for the year ending December 31, 2010 as well. A representative of Hess, Stewart & Campbell, PLLC will be present at the annual meeting, have an opportunity to make a statement if so desired and will be available to answer questions.