10-Q/A 1 fm10qa.htm FIRST FINANCIAL NORTHWEST, INC. FORM 10-Q/A Unassociated Document
 

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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

[X]         QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

               For the quarterly period ended June 30, 2012

        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 Number: 001-33652
 
FIRST FINANCIAL NORTHWEST, INC.
(Exact name of registrant as specified in its charter)
 
 
 
 Washington                                                                                                   26-0610707
 (State or other jurisdiction of incorporation or organization    (I.R.S. Employer Identification Number)
     
 201 Wells Avenue South, Renton, Washington                                           98057
 (Address of principal executive offices)                     (Zip Code)
     
 Registrant’s telephone number, including area code:                 (425) 255-4400
 
 
 
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 whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 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 [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller 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 [  ]      Accelerated filer [X]      Non-accelerated filer [  ]      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 [ ] No [X]

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
As of August 3, 2012, 18,805,168 shares of the issuer’s common stock, $0.01 par value per share, were outstanding.
 
 

 
 
 
 

 
EXPLANATORY NOTE

This Amendment No. 1 on Form 10-Q/A (“Form 10-Q/A”) to our Form 10-Q for the quarter ended June 30, 2012, initially filed with the Securities and Exchange Commission (“SEC”) on August 7, 2012 (“Original Form 10-Q”), is being filed to amend Item 6 of Part II to furnish Exhibit 101 XBRL (eXtensible Business Reporting Language) interactive data files in accordance with Rule 401(a)(2) of Regulation S-T.  Exhibit 101 to this Form 10-Q/A includes the following information formatted in XBRL: (1) Consolidated Balance Sheets; (2) Consolidated Income Statements; (3) Consolidated Statements of Comprehensive Income; (4) Consolidated Statements of Changes in Stockholders’ Equity; (5) Consolidated Statements of Cash Flows; and (6) Notes to Consolidated Financial Statements.
 
 
No other changes have been made to the Original Form 10-Q, and this Form 10-Q/A does not reflect any subsequent events occurring after the filing date of the Original Form 10-Q or modify or update any other disclosures made in the Original Form 10-Q.
 

 
 
 
 


Item 6. Exhibits

3.1             Articles of Incorporation of First Financial Northwest (1)
3.2             Amended and Restated Bylaws of First Financial Northwest (2)
4                Form of stock certificate of First Financial Northwest (1)
10.1           Form of Employment Agreement for President and Chief Executive Officer (1)
10.2           Form of Change in Control Severance Agreement for Executive Officers (1)
10.3           Form of First Savings Bank Employee Severance Compensation Plan (1)
10.4           Form of Supplemental Executive Retirement Agreement entered into by First Savings Bank with Victor Karpiak, Harry A. Blencoe and Robert H. Gagnier (1)
10.5           Form of Financial Institutions Retirement Fund (1)
10.6           Form of 401(k) Retirement Plan (3)
10.7           2008 Equity Incentive Plan (4)
10.8           Forms of incentive and non-qualified stock option award agreements (5)
10.9           Form of restricted stock award agreement (5)
14              Code of Business Conduct and Ethics (6)
21              Subsidiaries of the Registrant
31.1   Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act (7)
31.2   Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act (7)
32              Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act (7)
101            The follwing materials from First Financial Northwest’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, formatted in Extensible Business Reporting Language (XBRL): (1) Consolidated Balance Sheets; (2) Consolidated Income Statements; (3) Consolidated Statements of Comprehensive Income; (4) Consolidated Statements of Changes in Stockholders’ Equity; (5) Consolidated Statements of Cash Flows; and (6) Notes to Consolidated Financial Statements.*
 
 
________________________________________
        (1)  
Filed as an exhibit to First Financial Northwest’s Registration Statement on Form S-1 (333-143549).
        (2)  
Filed as an exhibit to First Financial Northwest’s Current Report on Form 8-K dated March 22, 2012.
 
(3)
Filed as an exhibit to First Financial Northwest’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007 and incorporated herein by reference.
 
(4)
Filed as Appendix A to First Financial Northwest’s definitive proxy statement dated April 15, 2008.
 
(5)
Filed as an exhibit to First Financial Northwest’s Current Report on Form 8-K dated July 1, 2008.
 
(6)
Registrant elects to satisfy Regulation S-K §229.406 (c) by posting its code of ethics on its website at www.fsbnw.com.
 
(7)
Previously filed as an exhibit to First Financial Northwest’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, which was filed with the SEC on August 7, 2012.
 
*Pursuant to SEC rules, this exhibit will not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended or otherwise subject to the liability of that section.


 
 
 

SIGNATURES

Pursuant to the requirements 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.


 
 
 
     First Financial Northwest, Inc.
     
     
     
 Date:  September 6, 2012    /s/Victor Karpiak                                 
     Victor Karpiak
     Chairman of the Board, President and
     Chief Executive Officer
     (Principal Executive Officer)
     
 Date:  September 6, 2012    /s/Kari Stenslie                                    
     Kari Stenslie
     Chief Financial Officer
     (Principal Financial and Accounting Officer)