UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 2012
OR
[
_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 000-00643
Corning Natural Gas Corporation
(Exact name of registrant as specified in its charter)
New York |
|
16-0397420 |
(State or other jurisdiction of incorporation or organization) |
|
(I.R.S. employer Identification no.) |
330 W. William St.
Corning, New York 14830
(Address of principal executive offices, including zip code)
(607) 936-3755
(Registrant's telephone number, including area code)
Securities registered pursuant to Section12(b) of the Act:
None
Securities registered pursuant to Section12(g) of the Act:
Common Stock, par value $5.00 per share
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act. Yes [_] No [X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes [_] No [X]
Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 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 filers pursuant to Item405 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 has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 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.
Large accelerated Filer [ _] |
Accelerated Filer [ _] |
|
|
Non-Accelerated Filer [ _] |
Smaller Reporting Company [X] |
Indicate by check mark whether the registrant is a shell company. Yes [
_] No [X]The aggregate market value of the 1,385,711 shares of the Common Stock held by non-affiliates of the Registrant at the $17.00 average of bid and asked prices as of the last business day of registrant's most recently completed second fiscal quarter, March 31, 2012 was $23,557,087.
Number of shares of Common Stock outstanding as of the close of business on December 1, 2012 - 2,227,021
Explanation of Amendment
Corning Natural Gas Corporation is filing this Form 10-K/A as Amendment No. 1 (the "Amendment") to its Annual Report on Form 10-K for the fiscal year ended September 30, 2012 (the "Annual Report") that was filed with the Securities and Exchange Commission on December 28, 2012 for the purpose of including the following portions of Corning's Annual Report:
Item 10 - Directors, Executive Officers and Corporate Governance
Item 11 - Executive Compensation
Item 12 - Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13 - Certain Relationships and Related Transactions, and Director Independence
Item 14 - Principal Accountant Fees and Services
Item 15 - Exhibits and Financial Statement Schedules
Except as described above, no other amendments are being made to the Annual Report. This Amendment does not reflect events occurring after the September 30, 2012 fiscal year end except as expressly set forth in the December 28, 2012 filing of the Annual Report or herein, or modify or update the disclosure contained in the Annual Report in any way other than as required to reflect the additions discussed above and reflected below.
PART III
ITEM 10. Directors, Executive Officers and Corporate Governance
Board of Directors. The names, ages, positions, business experience and principal occupations and employment of each member of the board of directors is set forth below
Name |
Age |
|
Position |
Director Since |
||
|
||||||
Henry B. Cook, Jr. |
65 |
|
Chairman of the Board and Director |
2007 |
||
Michael I. German |
62 |
|
Chief Executive Officer, President and Director |
2006 |
||
Ted W. Gibson |
70 |
|
Director |
2006 |
||
Joseph P. Mirabito |
54 |
|
Director |
2010 |
||
William Mirabito |
52 |
|
Director |
2010 |
||
GeorgeJ. Welch |
67 |
|
Director |
2007 |
||
John B. Williamson III |
58 |
|
Director |
2010 |
Page 2.
Henry B. Cook, Jr. is our chairman of the board of directors and has served as a director since May 2007.He is the president of Triple Cities Acquisition, LLC, a heavy truck parts and vehicle dealer, and Roadwolf Transportation Products, LLC, an importer of heavy duty truck parts. He is not related to Matthew J. Cook, our vice president - operations.
Michael I. German has served as our chief executive officer, president and director since December 2006. Prior to joining Corning, he was senior vice president, utility operations for Southern Union Company where he was responsible for gas utility operations in Missouri, Pennsylvania, Rhode Island and Massachusetts. From 1994 to 2005, Mr. German held several senior positions at Energy East Corporation, a publicly-held energy services and delivery company, including president of several utilities. Mr. German is a board member of Pennichuck Corporation, American Gas Association, the Northeast Gas Association and several non-profit organizations. Mr. German also serves as a director on the boards of Leatherstocking Gas Company, LLC and Leatherstocking Pipeline Company, LLC.
Ted W. Gibson has been a director since November 2006.He serves as the chief executive officer of Classic City Mechanical, an underground utility business. Mr. Gibson is also a corrosion specialist in the National Association of Corrosion Engineers and a graduate of the Georgia Institute of Technology - Mechanical Engineer. Mr. Gibson previously served as a United States Marine Corps Captain, and is a Vietnam veteran. He is also an inspector for the Nevada State Boxing Commission.
Joseph P. Mirabito has been a director since November 2010. He was president of Mirabito Fuel Group from 1986 to 1998. He has also served as president of Granite Capital Holdings, Inc. from 1998 to 2009 and chief executive officer of Mirabito Holdings, Inc. since 2009. He serves as a director on several professional and civic boards in the central New York region. Mr. Mirabito also serves as a director on the boards of Leatherstocking Gas Company, LLC and Leatherstocking Pipeline Company, LLC.
William Mirabito has served as a director since November 2010. He is currently president of Mang Insurance Agency and vice president of Mirabito Holdings, Inc. He is also the chairperson of the audit committee for Mirabito Holdings, Inc. In addition to serving as a board member of the Fox Hospital in Oneonta, NY, he also serves on its finance committee. He is also a board member of the Oneonta City School district and the State University of Oneonta Foundation. Mr. Mirabito also serves as a director on the boards of Leatherstocking Gas Company, LLC and Leatherstocking Pipeline Company, LLC.
George J. Welch has served as a director since May 2007. He is a partner in the law firm of Welch & Zink in Corning, New York. Mr. Welch's practice concentrates on business transactions and real estate. He is has served as an active director and member of many regional organizations, including a regional economic development organization and PaneLogic, Inc., a provider of control system integration services.
John B. Williamson, III has served as a director since November 2010. Since 2003, Mr. Williamson has served as chairman, president and chief executive officer of RGC Resources, Inc., a $100 million dollar energy distribution and services holding company. He served as director, president and chief executive officer of RGC Resources from 1999 to 2003. In addition, he serves as a director of Botetourt Bankshares, Inc., Optical Cable Corporation and Luna Innovations Corporation. Mr. Williamson received an MBA from the College of William and Mary and a BS from Virginia Commonwealth University.
Executive Officers. The names, ages, positions and certain other information concerning our current executive officers and significant employees are set forth below.
Name |
Age |
Position |
||
Michael I. German* |
62 |
Chief Executive Officer, President and Director |
||
Firouzeh Sarhangi |
54 |
Chief Financial Officer and Treasurer |
||
Stanley G. Sleve |
63 |
Vice President- Administration and Corporate Secretary |
||
Matthew J. Cook |
51 |
Vice President - Operations |
||
Russell S. Miller |
50 |
Vice President - Gas Supply and Marketing |
* Biographical information for Mr. German can be found under "Board of Directors."
Firouzeh Sarhangi was appointed as chief financial officer and treasurer of Corning in 2006. From February 2004 until her appointment as CFO, she served as vice president - finance of Corning. Previously, she was president of Corning's Tax Center International (TCI) subsidiary, a company she founded and operated until Corning purchased TCI in 1998. Ms. Sarhangi has thirty-one years of public accounting experience.
Page 3.
Stanley G. Sleve joined the company and has served as vice president since 1998. He has served as Corporate Secretary since 2006 and as vice president of administration since 2005. Mr. Sleve oversees corporate operations including customer service, facilities management, human resources, information technology and community relations. Mr. Sleve is past chairperson of the board of directors of the Corning Area Chamber of Commerce and is a member of the Executive Committee and the Government Affairs Committee. He also serves on the Chemung County Chamber of Commerce Public Affairs Committee.
Matthew J. Cook joined Corning in February 2008 as vice president - operations. Mr. Cook has 15 years of natural gas utility experience.From 2000 until joining Corning, Mr. Cook was employed by Mulcare Pipeline Solutions, a supplier of products and services to the natural gas industry, in various positions including sales manager and technical specialist. Previously, Mr. Cook served as operations engineer and gas engineer for New York State Electric and Gas. He is not related to our director, Henry B. Cook, Jr. Mr. Cook also serves as a director on the boards of Leatherstocking Gas Company, LLC and Leatherstocking Pipeline Company, LLC.
Russell S. Miller rejoined Corning as our director of gas supply and marketing in June 2008 and was appointed as vice president - gas supply and marketing, in December 2009. From 1987 through 2004 he was employed by us in various positions including vice president - operations, gas supply manager and mapping technician. From 2006 until rejoining Corning, he was employed by IBM, as energy distribution manager where he managed a team of energy buyers. From 2004 through 2006, he was employed as an industrial account manager for Sprague Energy Corp. located in Portsmouth, New Hampshire. Mr. Miller also serves as a director on the boards of Leatherstocking Gas Company, LLC and Leatherstocking Pipeline Company, LLC.
Section 16(a) Beneficial Ownership Reporting Compliance. Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors and executive officers, and persons who own more than 10% of our common stock, to file with the Securities and Exchange Commission (the SEC) initial reports of ownership and reports of changes in ownership of our common stock. Our officers, directors and greater than 10% shareholders are required by the SEC to furnish us with copies of all Section 16(a) forms they file. Based solely on review of copies of reports furnished to us or written representations that no reports were required, we believe that all Section 16(a) filing requirements were met in the last fiscal year.
Code of Business Conduct and Ethics. Corning has a Code of Business Conduct and Ethics that applies to all employees, including our chief executive officer and our chief financial officer, who also serves as our principal accounting officer. This code is available on our website at www.corninggas.com. Any amendments or waivers to the code that apply to our chief executive officer or chief financial officer will be promptly disclosed to our shareholders by posting that information on our website.
Audit Committee Report. Corning has a separately designated standing audit committee. In accordance with its written charter that was approved and adopted by our board, our audit committee assists the board in fulfilling its responsibility of overseeing the quality and integrity of our accounting, auditing and financial reporting practices. A copy of the audit committee charter is available on our website at www.corninggas.com. The audit committee is directly responsible for the appointment of Corning's independent public accounting firm and is charged with reviewing and approving all services performed for us by the independent accounting firm and for reviewing the accounting firm's fees. The audit committee reviews the independent accounting firm's internal quality control procedures, reviews all relationships between the independent accounting firm and Corning in order to assess the accounting firm's independence, and monitors compliance with our policy regarding non-audit services, if any, rendered by the independent accounting firm. In addition, the audit committee ensures the regular rotation of the lead audit partner and concurring partner. The audit committee reviews management's programs to monitor compliance with our policies on business ethics and risk management.
The audit committee is currently comprised of Mr. Williamson, the committee's chairman, Mr. Cook and Mr. William Mirabito. Mr. Mirabito is an officer, director and shareholder of a company that has entered into a joint venture with Corning. The committee met four times in the last fiscal year. Mr. Williamson, Mr. Cook and Mr. Mirabito are "independent directors" as defined in the New York Stock Exchange listing standards. In addition, each member of the audit committee is able to read and understand financial statements, including balance sheets, income statements and cash flow statements. The board has determined that Mr. Williamson meets the qualifications for designation as a financial expert as defined in SEC rules through his experience as the chief executive officer of RGC Resources, Inc., a publicly-held company. The audit committee reviews and reassesses its charter as needed from time to time and will obtain the approval of the board for any proposed changes to its charter.
The audit committee oversees management's implementation of internal controls and procedures for financial reporting designed to ensure the integrity and accuracy of our financial statements and to ensure that we are able to timely record, process and report the information required for public disclosure. In fulfilling its oversight responsibilities, the audit committee reviewed and discussed the audited financial statements with management and EFP Rotenberg LLP, our independent accounting firm. The audit committee also discussed with EFP Rotenberg LLP the matters required by Statement on Auditing Standards No. 61, as amended, "Communication with Audit Committee." The audit committee reviewed with EFP Rotenberg LLP, which is responsible for expressing an opinion on the conformity of our audited financial statements with accounting principles generally accepted in the United States, its judgment as to the quality, not just the acceptability, of our accounting principles and other matters as are required to be discussed with the audit committee pursuant to generally accepted auditing standards.
Page 4.
In discharging its oversight responsibility as to the audit process, the audit committee obtained from our independent accounting firm a formal written statement describing all relationships between the independent accounting firm and us that might bear on the accounting firm's independence consistent with the requirements of the Public Company Accounting Oversight Board and discussed with the accounting firm any relationships that may impact its objectivity and independence. In considering the accounting firm's independence, the audit committee also considered whether the non-audit services performed by the accounting firm on our behalf were compatible with maintaining the independence of the accounting firm.
In reliance upon (1) the audit committee's reviews and discussions with management and EFP Rotenberg LLP, (2) management's assessment of the effectiveness of our internal control over financial reporting, and (3) the receipt of an opinion from EFP Rotenberg LLP dated December 28, 2012, stating that Corning's financial statements for the fiscal year ended September 30, 2012 are presented fairly, in all material respects, in conformity with U.S. generally accepted accounting principles, the audit committee recommended to our board that these audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2012, for filing with the SEC.
Audit Committee
JOHN B. WILLIAMSON III, CHAIRMAN
HENRY B. COOK, JR.
WILLIAM MIRABITO
ITEM 11. Executive Compensation
Compensation Committee. Our compensation committee is comprised of Mr. Joseph Mirabito, the committee's chairman, Mr. Gibson and Mr. Williamson. The committee met twice last fiscal year to recommend salaries and report those recommendations to the full board for approval.
Compensation Committee Interlocks and Insider Participation. No officers or employees of the Company served on the compensation committee. Mr. German meets with the compensation committee at their request and makes recommendations with respect to the compensation of other officers. Mr. Mirabito is an officer, director and shareholder of a company that has entered into a joint venture with Corning. There are no interlocks between our compensation committee and officers and those of any other company.
Summary Compensation Table. The following table summarizes the compensation paid by us to our chief executive officer, chief financial officer, and our most highly compensated executive officers.
Change in |
|||||||
Pension |
|||||||
Valueand |
|||||||
Nonqualified |
|||||||
Option |
Deferred |
All Other |
|||||
Name and |
Awards |
Compensation |
Compensation(1) |
Total |
|||
Principal Position |
Year |
Salary ($) |
Bonus ($) |
($) |
Earnings ($) |
($) |
($) |
Michael I. German, President and Chief |
2012 |
165,000 |
- |
40,719 |
35,893 |
5,413 |
247,025 |
Executive Officer |
2011 |
165,000 |
- |
- |
40,564 |
211,175 |
|
Firouzeh Sarhangi, Chief Financial Officerand |
2012 |
122,000 |
- |
8,144 |
18,717 |
3,179 |
152,040 |
Treasurer |
2011 |
121,423 |
7,140 |
- |
21,786 |
3,442 |
153,791 |
Stanley G. Sleve, Vice President - Administration |
2012 |
111,115 |
- |
8,144 |
32,365 |
3,333 |
154,957 |
and Corporate Secretary |
2011 |
108,519 |
6,390 |
- |
33,745 |
3,447 |
152,102 |
Matthew Cook, Vice President - Operations |
2012 |
116,615 |
- |
8,144 |
12,014 |
3,498 |
140,271 |
2011 |
113,635 |
7,040 |
- |
11,864 |
3,409 |
135,948 |
|
Russell Miller, Vice President - Gas Supply |
2012 |
106,114 |
- |
8,144 |
15,185 |
3,183 |
132,626 |
and Marketing |
2011 |
103,231 |
6,000 |
- |
26,031 |
3,097 |
138,359 |
Page 5.
(1) The amounts reported include 401(k) matching contributions by Corning in fiscal 2012 of $4,950 for Mr. German, $3,179 for Ms. Sarhangi, $3,333 for Mr. Sleve, $3,498 for Mr. Cook and $3,183 for Mr. Miller and in 2011, $4,950 for Mr. German, $3,442 for Ms. Sarhangi, $3,447 for Mr. Sleve, $3,409 for Mr. Cook and $3,097 for Mr. Miller.
Mr. German's Employment Agreement.
Pursuant to his employment agreement dated November 30, 2006, Mr. German will serve as president and chief executive officer of Corning for a period of three years, with an automatic renewal for successive one year periods thereafter. Mr. German received 75,000 options to purchase common stock of Corning for a price of $15.00 per share under our 2007 Stock Plan pursuant to the terms of the agreement. The employment agreement provides termination payments to Mr. German as follows:
* If Mr. German terminates his employment for Good Reason (as defined in the employment agreement - generally a decrease in title, position or responsibilities, a decrease in salary or bonus or a reduction in benefits), then he will receive compensation and benefits until the effective date of his termination, plus a severance package equal to his then current annual salary.
* If Mr. German's employment is terminated without cause, then he will receive compensation and benefits until the effective date of his termination, plus a severance package equal to his then current annual salary.
* If Mr. German's employment is terminated for a Change in Control (as defined in the employment agreement), then he will receive compensation and benefits until the effective date of his termination, plus a severance package equal to three times his then current annual salary.
The employment agreement also contains standard confidentiality, non-competition and non-solicitation provisions for a period including Mr. German's employment and the twelve months immediately following the date of the termination of his employment.
Benefit Plans.
We provide competitive welfare and retirement benefits to our executive officers as an important element of their compensation packages. Our executives receive medical and dental coverage, life insurance, disability coverage and other benefits on the same basis as our other employees. Our executives are also eligible to participate in our employee savings and pension plans.
Corning Natural Gas Corporation Employees Savings Plan. All employees of Corning who work for more than 1,000 hours per year and who have completed one year of service may enroll in the savings plan at the beginning of each calendar quarter. Under the savings plan, participants may contribute up to 50% of their wages. Corning matches one-half of the participant's contributions up to a total of 3% of the participant's wages. Matching contributions vest in the participants' accounts at a rate of 20% per year and become fully vested after five years. All participants may select one of ten investment plans, or a combination thereof, for their account. Distribution of amounts accumulated under the savings plan occurs upon the termination of employment or death of the participant. The savings plan also contains loan and hardship withdrawal provisions.
Pension Plan. We maintain a defined benefit pension plan, the Retirement Plan for Salaried and Non-Union Employees of Corning Natural Gas Corporation, that covers substantially all of our employees. We make annual contributions to the plan equal to amounts determined in accordance with the funding requirements of the Employee Retirement Security Act of 1974.The benefit payable under the pension plan is calculated based upon the employee's average salary for the four years immediately preceding his retirement. As defined in the plan, the normal retirement age is 62. The compensation covered by the pension plan includes only base salary, identified in the summary compensation table as "salary."
Page 6.
Outstanding Equity Awards at Fiscal Year End.
The following table summarizes information with respect to the stock options held by our most highly compensated executive officers as of the end of the past fiscal year.
Number of |
Number of |
||||||||
Securities |
Securities |
||||||||
Underlying |
Underlying |
||||||||
Unexercised |
Unexercised |
||||||||
Options |
Options |
Option |
Option |
||||||
Exercisable |
Unexercisable |
Exercise Price |
Expiration |
||||||
Name |
(#) |
(#) |
($) |
Date |
|||||
Michael I. German |
22,500 |
- |
11.33 |
9/23/2013 |
(1) |
||||
7,500 |
- |
12.83 |
12/14/2015 |
(3) |
|||||
Firouzeh Sarhangi |
1,500 |
- |
11.33 |
9/23/2013 |
(2) |
||||
1,500 |
- |
12.83 |
12/14/2015 |
(3) |
|||||
Stanley G. Sleve |
1,500 |
11.33 |
9/23/2013 |
(2) |
|||||
1,500 |
- |
12.83 |
12/14/2015 |
(3) |
|||||
Matthew Cook |
1,500 |
- |
11.33 |
9/23/2013 |
(2) |
||||
1,500 |
- |
12.83 |
12/14/2015 |
(3) |
|||||
Russell Miller |
1,500 |
- |
11.33 |
9/23/2013 |
(2) |
||||
1,500 |
- |
12.83 |
12/14/2015 |
(3) |
|||||
(1) The options are exercisable as follows: 1/3 of the shares on 9/23/2009; 1/3 of the shares on 9/23/2010; and 1/3 of the shares on 9/23/2011.
(2) The options are exercisable on 9/23/2009.
(3) The options are exercisable on 12/15/2011.
Director Compensation. On December 15, 2009, the board of directors agreed to increase the compensation for all board members from 150 shares of our restricted common stock for each quarter of service as a director to 250 shares of our restricted common stock for each quarter of service as a director. The shares awarded become unrestricted upon a director leaving the board. Directors who also serve as officers of Corning are not compensated for their service as directors. The directors' quarterly compensation was adjusted to 375 restricted shares in April 2011 due to the one for two stock dividend distributed by the Company. Since these shares are restricted, we have discounted the value of these shares at a rate of 25% less than the closing price of the stock on the day awarded. On November 9, 2010, directors were issued compensatory shares for service from July 2010 through September 2010, on April 29, 2011, shares were issued for service for the quarters ended December 31, 2010 and March 31, 2011; and on February 22, 2012, shares were issued for service for the quarters ended June 30, 2011, September 30, 2011 and December 31, 2011.Directors received compensatory shares for service for quarters ended March 31, 2012, June 30, 2012 and September 30, 2012. Information regarding shares of restricted stock awarded to directors in the fiscal year ended September 30, 2012, is summarized below, at the amount recognized for financial statement reporting purposes in accordance with FASB ASC 718 (formerly SFAS No. 123(R)).
Fees Earned or |
Stock |
All Other |
||||||||||||||||||||||
Paid in Cash |
Awards |
Compensation |
Total |
|||||||||||||||||||||
Name |
($) |
($) |
($) |
($) |
||||||||||||||||||||
Henry B. Cook, Jr. |
- |
14,597 |
- |
14,597 |
||||||||||||||||||||
Ted W. Gibson |
- |
14,597 |
- |
14,597 |
||||||||||||||||||||
Joseph P. Mirabito |
- |
14,597 |
- |
14,597 |
||||||||||||||||||||
William Mirabito |
- |
14,597 |
- |
14,597 |
||||||||||||||||||||
George J. Welch |
- |
14,597 |
- |
14,597 |
||||||||||||||||||||
John B. Williamson III |
- |
14,597 |
- |
14,597 |
||||||||||||||||||||
Page 7.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Security Ownership of Principal Shareholders and Management. The following table sets forth, as of January 20, 2013 information regarding the beneficial ownership of our common stock, by each shareholder known by us to be the beneficial owner of more than 5% of our stock, each director, each executive officer, and all our directors and executive officers as a group.
Common Stock |
Right to |
|||||||
Names and Address (1)(2) |
Shares |
Acquire (3) |
Total |
Percentage |
||||
The Gabelli Group (4) |
440,820 |
- |
440,820 |
19.73% |
||||
One Corporate Center |
||||||||
Rye, NY 10580 |
||||||||
Michael I. German (5) |
412,236 |
30,000 |
442,236 |
19.80% |
||||
Anita G. Zucker, trustee of |
214,451 |
- |
214,451 |
9.60% |
||||
the Article 6 Marital Trust (6)under The First Amended and Restated Jerry Zucker Revocable Trust 4838 Jenkins Avenue North Charleston, SC 29405 |
||||||||
Mirabito Holdings, Inc. (7) |
185,425 |
- |
185,425 |
8.30% |
||||
49 Court Street, PO Box 5306 |
||||||||
Binghamton, NY 13901 |
||||||||
Mitchell Partners, L.P. (8) |
135,488 |
- |
135,488 |
6.07% |
||||
3187-D Airway Avenue |
||||||||
Costa Mesa, CA 92626 |
||||||||
Ted W. Gibson (9) |
101,337 |
- |
101,337 |
4.54% |
||||
Henry B. Cook, Jr. (10) |
21,139 |
- |
21,139 |
* |
||||
Firouzeh Sarhangi (11) |
13,360 |
3,000 |
16,360 |
* |
||||
GeorgeJ. Welch (12) |
13,429 |
- |
13,429 |
* |
||||
Stanley G. Sleve (13) |
7,636 |
3,000 |
10,636 |
* |
||||
Joseph P. Mirabito (14) |
4,389 |
- |
4,389 |
* |
||||
William Mirabito (15) |
3,089 |
- |
3,089 |
* |
||||
John B, Williamson III 16) |
5,235 |
- |
5,235 |
* |
||||
Russell Miller (17) |
742 |
3,000 |
3,742 |
* |
||||
Matthew Cook (18) |
600 |
3,000 |
3,600 |
* |
||||
All directors, director nominees |
||||||||
and executive officers as a group |
||||||||
(10 individuals) |
659,163 |
42,000 |
701,163 |
31.39% |
||||
* Less than 1 percent
(1) |
Unless otherwise indicated, we believe that all persons named in the table have sole investment and voting power over the shares of common stock owned. |
(2) |
Unless otherwise indicated, the address of each beneficial owner is c/o Corning Natural Gas Corporation, 330 West William Street, Corning, New York 14830. |
(3) |
Shares of common stock the beneficial owner has the right to acquire through stock options or warrants that are or will become exercisable within 60 days. |
(4) |
Includes 350,251 shares of common stock held by Gabelli Funds, LLC and 90,569 shares held by Teton Advisors, Inc. Each of Gabelli Funds and Teton Advisors has sole voting and dispositive power over the shares of common stock held by it. Based solely on information in Amendment No. 15 to Schedule 13D filed with the SEC on September 21, 2012. |
(5) |
Includes (a) 7,660 shares of common stock owned by Mr. German's son which Mr. German disclaims beneficial ownership except to the extent of his pecuniary interest therein, (b) 30,000 options to purchase common stock and (c) 4,738 shares of common stock acquired through the Company's Dividend Reinvestment Program. |
(6) |
Based solely on information in Amendment No. 1 to Schedule 13D filed with the SEC on September 24, 2012. |
(7) |
Mr. Joseph Mirabito holds a 20% ownership interest in the corporation and could report an additional 37,085 shares of beneficial ownership. Mr. William Mirabito holds a 21% ownership interest in the corporation and could report an additional 38,939 shares of beneficial ownership. Based solely on information in Amendment No. 1 to Schedule 13G filed with the SEC on September 13, 2010 and the Form 4's filed with the SEC on October 12, 2012 and adjusted for the shares of common stock purchased by the corporation pursuant to the Company's rights offering in September 2012. |
(8) |
Based solely on information in Amendment 3 to the Schedule 13G filed with the SEC on December 31, 2010, adjusted for the 1 for 2 stock dividend in April 2011 and the shares of common stock purchased by the corporation pursuant to the Company's rights offering in September 2012. |
(9) |
Includes 6,150 shares of restricted stock. |
(10) |
Includes 6,075 shares of restricted stock and 392 shares of common stock acquired through the Company's Dividend Reinvestment Program. |
(11) |
Includes 600 shares of restricted stock, options to purchase 3,000 shares of common stock and 316 shares of common stock acquired through the Company's Dividend Reinvestment Program. |
Page 8.
(12) |
Includes 6,000 shares of restricted stock and 402 shares of common stock acquired through the Company's Dividend Reinvestment Program.6,819 shares of common stock are beneficially owned by Vincent J. Welch Trust, of which Mr. Welch is one of three trustees having voting and investment powers. |
(13) |
Includes 600 shares of restricted stock, options to purchase 3,000 shares of common stock and 307 shares of common stock acquired through the Company's Dividend Reinvestment Program. |
(14) |
Includes 2,872 shares of restricted stock and 1,299 shares held by Mr. Mirabito's wife. Mr. Mirabito disclaims beneficial ownership of the securities owned by his wife except to the extent of his pecuniary interest therein. Also, please see Note (7) regarding additional shares of beneficially owned common stock. |
(15) |
Includes 2,872 shares of restricted stock. Also, please see Note (7) regarding additional shares of beneficially owned common stock. |
(16) |
Includes 2,872 shares of restricted stock and 1,687 shares owned jointly with spouse. |
(17) |
Includes (a) 600 shares of restricted stock, (b) options to purchase 3,000 shares of common stock, (c) 51 shares owned by Mr. Miller's wife and (d) 6 shares of common stock acquired through the Company's Dividend Reinvestment Program. Mr. Miller disclaims beneficial ownership of the securities owned by his wife except to the extent of his pecuniary interest therein. |
(18) |
Includes 600 shares of restricted stock and options to purchase 3,000 shares of common stock. |
Equity Compensation Plan Information
. The Corning Natural Gas Corporation 2007 Stock Plan provides for the issuance of 121,432 shares of our common stock. Beginning in 2008 and continuing for a period of nine years, on the day of each annual meeting of shareholders, the total maximum number of shares available for issuance will automatically increase to the number of shares equal to 15% of the shares outstanding. On the date of the 2012 annual meeting, April 17, 2012, the total maximum number of shares available for issuance increased to 295,828. As of September 30, 2012, there were 42,000 options outstanding and the maximum number of shares available for future grants under the plan, excluding the 42,000 options outstanding, was 117,328.
Number of |
||||||
securities |
||||||
remaining available |
||||||
Number of |
for future issuance |
|||||
securities |
under equity |
|||||
to be issued upon |
Weighted-average |
compensation plans |
||||
exercise of |
exercise price of |
(excluding securities |
||||
outstanding options, |
outstanding options, |
reflected in the |
||||
Plan category |
warrants and rights |
warrants and rights |
first column) |
|||
Equity compensation plans approved |
42,000 |
$11.81 |
117,328 |
|||
by security holders |
||||||
Equity compensation plans not approved |
- |
- |
- |
|||
by security holders |
||||||
Total |
42,000 |
$11.81 |
117,328 |
ITEM 13. Certain Relationships and Related Transactions and Director Independence
Certain Relationships and Related Transactions. Corning Natural Gas Corporation, in 50/50 joint ventures with Mirabito Regulated Industries, formed Leatherstocking Gas Company, LLC and Leatherstocking Pipeline Company, LLC. Mr. Joseph P. Mirabito and Mr. William Mirabito are officers, directors and are 20% and 21% shareholders, respectively, of Mirabito Holdings, Incorporated, a sister company of Mirabito Regulated Industries. Mirabito Holdings, Incorporated holds approximately 8% of the Company's outstanding common stock. They are also on the board of Leatherstocking Gas Company, LLC and Leatherstocking Pipeline, LLC. The Company and Mirabito Regulated Industries invested $105,000 each in fiscal 2012 into Leatherstocking Gas Company, LLC. The Company also invested $1,000 into Leatherstocking Pipeline, LLC in fiscal 2012 to open a checking account. The Company paid a total of $11,450 to Mr. Welch for services during the fiscal year ended September 30, 2012.
Page 9.
Director Independence. The board of directors has determined and confirmed that each of Mr. Cook, Mr. Gibson, Mr. Joseph Mirabito, Mr. William Mirabito, Mr. Welch and Mr. Williamson do not have a material relationship with Corning that would interfere with the exercise of independent judgment and are independent as defined by the applicable laws and regulations and the listing standards of the New York Stock Exchange.
ITEM 14. Principal Accountant Fees and Services
The following is a summary of the aggregate fees billed to us for the fiscal years ended September 30, 2012 and 2011, by our independent registered public accounting firm, EFP Rotenberg LLP, Certified Public Accountants of Rochester, New York.
2012 |
2011 |
||
Audit Fees |
$ 86,900 |
$ 86,500 |
|
Audit-Related Fees |
$ - |
$ - |
|
Tax Fees |
$ 18,000 |
$ 18,000 |
|
All Other Fees |
$ 10,800 |
$ 6,700 |
|
Total |
$ 115,700 |
$ 111,200 |
Audit Fees.
These are fees for professional services rendered by EFP Rotenberg LLP for the audit of our annual consolidated financial statements, the review of financial statements included in our quarterly reports on Form 10-Q, and services that are typically rendered in connection with statutory and regulatory filings or engagements.Audit-Related Fees. There were no fees billed by EFP Rotenberg LLP for audit-related fees for the fiscal years ended September 30, 2012 and 2011.
Tax Fees. These are fees for professional services rendered by EFP Rotenberg LLP with respect to tax compliance, tax advice and tax planning. These services include the review of tax returns and consulting on tax planning matters.
All Other Fees. These are fees for the audit of our pension plan, opinion for the rights offering filing and the review of our internal controls and corporate governance. There were no fees billed by EFP Rotenberg LLP for other services not described above for the fiscal years ended September 30, 2012 and 2011.
The audit committee authorized the payment by us of the fees billed to us by EFP Rotenberg LLP in fiscal 2012 and 2011.The decision to engage EFP Rotenberg LLP was approved by the audit committee. The audit committee has considered whether the provision of non-audit services is compatible with maintaining EFP Rotenberg LLP independence. All audit and non-audit services are required to be pre-approved by the audit committee in accordance with its charter. In fiscal 2012 and 2011, EFP Rotenberg LLP had no direct or indirect financial interest in Corning in the capacity of promoter, underwriter, voting director, officer or employee.
ITEM 15. Exhibits and Financial Statement Schedules.
3.1** |
The Company's Restated Certificate of Incorporation, (incorporated by reference to |
|
Exhibit 3.1 of the Company's Current Report on Form 8-K dated September 26, 2007) |
||
3.2** |
Second Amended and Restated By-Laws of the Company (incorporated by reference |
|
to Annex D to the Company's Definitive Proxy Statement filed on April 24, 2007 |
||
with the Securities and Exchange Commission) |
||
4.1** |
The Company's Stock Plan (incorporated by reference to Annex A to the Company's |
|
Definitive Proxy Statement filed on April 24, 2007 with the Securities and |
||
Exchange Commission) |
||
4.2** |
Form of Subscription Rights Certificate (incorporated by reference to Exhibit 4.1 of |
|
the Company's amendment to Registration Statement on Form S-3/A filed on July |
||
12, 2007 with the Securities and Exchange Commission) |
||
4.3** |
Form of Warrant Certificate (incorporated by reference to Exhibit 4.2 of the |
|
Company's amendment to Registration Statement on Form S-3/A filed on July 12, |
||
2007 with the Securities and Exchange Commission) |
||
Page 10. |
||
4.4** |
Warrant Agreement between the Company and Registrar and Transfer Company, as |
|
Warrant Agent, dated as of July 13, 2007 (incorporated by reference to Exhibit 4.3 |
||
of the Company's amendment to Registration Statement on Form S-3/A filed on |
||
July 12, 2007 with the Securities and Exchange Commission) |
||
4.5** |
Form of Subscription Rights Certificate (incorporated by reference to Appendix B |
|
of the Company's amendment to Registration Statement on Form S-1/A filed on |
||
July 9, 2010 with the Securities and Exchange Commission) |
||
4.6** |
Form of Subscription Rights (incorporated by reference to Exhibit 4.2 of the Company's |
|
Registration Statement on Form S-1(No. 333-182386), originally filed with the Securities |
||
And Exchange Commission on June 28, 2012) |
||
4.7** |
The Company's Dividend Reinvestment Plan (filed as Exhibit 4.3 of the Company's |
|
Registration Statement on Form S-1 (No. 333-182386), originally filed with the Securities |
||
And Exchange Commission on June 28, 2012) |
||
4.8** |
Rights Agent Engagement Agreement between the Company and Registrar and Transfer |
|
Company dated July 27, 2012 (incorporated by reference to Exhibit 4.4 of the Company's |
||
Current Report on Form 8-K dated July 30, 2012) |
||
10.1* |
Employment Agreement dated November 30, 2006 between Michael German and |
|
the Company (incorporated by reference to Exhibit 10.2 of the Company's Current |
||
Report on Form 8-K dated November 30, 2006) |
||
10.2* |
Amended and Restated Severance Agreement effective August 18, 2006 between |
|
the Company and Kenneth J. Robinson (incorporated by reference to Exhibit 10.18 |
||
of the Company's Current Report on Form 8-K dated August 14, 2006) |
||
10.3** |
Credit Agreement made by the Company to Manufacturers and Traders Trust Company dated |
|
October 16, 2008 (incorporated by reference to Exhibit 10.1 of the Company's Current Report |
||
on Form 8-K dated October 16, 2008) |
||
10.4** |
Replacement Term Note of the Company in favor of Manufacturers and Traders Trust Company |
|
dated October 16, 2008 (incorporated by reference to Exhibit 10.2 of the Company's Current |
||
Report on Form 8-K dated October 16, 2008) |
||
10.5** |
Demand Note made by the Company in favor of Manufacturers and Traders Trust Company |
|
dated October 27, 2008 (incorporated by reference to Exhibit 10.1 of the Company's Current |
||
Report on Form 8-K dated October 27, 2008) |
||
10.6** |
Amended Warrant Agreement dated July 1, 2009 (incorporated by reference to Exhibit 10.1 of the |
|
Company's Current Report on Form 8-K dated July 1, 2009) |
||
10.7* |
First Amendment to Employment Agreement between Michael I. German and the Company dated |
|
December 31, 2008 (incorporated by reference to Exhibit 10.1 of the Company's Current Report |
||
on Form 10-Q dated August 12, 2009) |
||
10. 8** |
Amended and Restated 2007 Stock Plan (incorporated by reference to Exhibit 10.2 of the Company's |
|
Current Report on Form 10-Q dated August 12, 2009) |
||
10.9** |
First Amendment to Note Agreements between the Company and Great West Life & Annuity |
|
Insurance Company dated December 1, 2009 (incorporated by reference to Exhibit 10.1 of the |
||
Company's Current Report on Form 8-K dated January 6, 2010) |
||
10.10** |
Intercreditor and Collateral Agency Agreement among Manufacturers and Traders Trust Company, as |
|
collateral agent and bank lender, and Great West Life & Annuity Insurance Company dated December 1, |
||
2009 (incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K dated |
||
January 6, 2010) |
||
10.11** |
Amendment to Credit Agreement between the Company and Manufacturers and Traders Trust Company |
|
dated March 4, 2010 (incorporated by reference to Exhibit 10.1 of the Company's Current Report on |
||
Form 8-K dated March 8, 2010) |
||
Page 11. |
||
10.12** |
Replacement Term Note of the Company in favor of Manufacturers and Traders Trust Company |
|
dated March 4, 2010 (incorporated by reference to Exhibit 10.2 of the Company's Current Report on |
||
Form 8-K dated March 8, 2010) |
||
10.14** |
Commercial Promissory Note between the Company and Community Bank, N.A. dated March 31, 2010 |
|
(incorporated by reference to Exhibit 10.3 of the Company's Current Report on Form 8-K dated |
||
May 7, 2010) |
||
10.15** |
Commercial Security Agreement between the Company and Community Bank, N.A. dated March 31, 2010 |
|
(incorporated by reference to Exhibit 10.4 of the Company's Current Report on Form 8-K dated |
||
May 7, 2010) |
||
10.16** |
Commercial Security Agreement between the Company and Community Bank, N.A. dated March 31, 2010 |
|
(incorporated by reference to Exhibit 10.5 of the Company's Current Report on Form 8-K dated |
||
May 7, 2010) |
||
10.17** |
Commitment Letter between the Company and Manufacturers and Traders Trust Company dated |
|
May 10, 2010 (incorporated by reference to Exhibit 10.16 of the Company's Current Report on Form 10-Q |
||
dated May 12, 2010) |
||
10.18** |
Negotiated 311 Gas Transportation Agreement between the Company and Talisman Energy USA, Inc. |
|
dated May 13, 2010, with confidential portions redacted. Confidential information omitted and filed |
||
separately with the SEC (incorporated by reference to Exhibit 10.1 of the Company's Current Report |
||
on Form 8-K dated May 21, 2010) |
||
10.19** |
Disclosure regarding Promissory Note between the Company and Five Star Bank dated September 27, 2010 |
|
(incorporated by reference to Item 7.01 on the Company's Current Report on Form 8-K dated August 27, 2010) |
||
10.20** |
Letter of Commitment between the Company and Manufacturers and Traders Trust Company dated June 16, |
|
2010 (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K dated |
||
October 27, 2010) |
||
10.21** |
Multiple Disbursement Term Note between the Company and Manufacturers and Traders Trust Company |
|
dated October 27, 2010 (incorporated by reference to Exhibit 10.2 of the Company's Current Report on |
||
Form 8-K dated October 27, 2010) |
||
10.22** |
General Security Agreement made by the Company and Manufacturers and Traders Trust Company |
|
dated October 27, 2010 (incorporated by reference to Exhibit 10.3 of the Company's Current Report on |
||
Form 8-K dated October 27, 2010) |
||
10.23** |
Specific Security Agreement made by the Company and Manufacturers and Traders Trust Company |
|
dated October 27, 2010 (incorporated by reference to Exhibit 10.4 of the Company's Current Report on |
||
Form 8-K dated October 27, 2010) |
||
10.24** |
Credit Agreement made by the Company and Manufacturers and Traders Trust Company dated |
|
October 27, 2010 (incorporated by reference to Exhibit 10.4 of the Company's Current Report on |
||
Form 8-K dated October 27, 2010) |
||
10.25** |
Letter of Commitment between the Company and Community Bank N.A dated February 16, 2011 |
|
(Incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K dated |
||
February 28, 2011) |
||
10.26** |
Letter of Credit Agreement between the Company and Community Bank N.A dated February 16, 2011 |
|
(Incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K dated |
||
February 28, 2011) |
||
10.27** |
Change in Terms Agreement between the Company and Community Bank N.A. dated March 10, 2011 |
|
(Incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K dated March 10, 2011) |
||
Page 12. |
||
10.28** |
Multiple Disbursement Term Note between the Company and Manufacturers and Traders Trust Company |
|
dated July 14, 2011 (Incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K |
||
dated July 14, 2011) |
||
10.29** |
Letter of Credit Agreement between the Company and Manufacturers and Traders Trust Company |
|
dated July 14, 2011 (Incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K |
||
dated July 14, 2011) |
||
10.30** |
Promissory Note between the Company and Five Star Bank dated September 1, 2011 |
|
10.31** |
Base Contract for Sale and Purchase of Natural Gas between the Company and ConocoPhillips dated |
|
April 1, 2011. Confidential information omitted and filed separately with the Securities and Exchange |
||
Commission. |
||
10.32** |
Purchase Agreement between the Company and Article 6 Marital Trust under the First Amended |
|
and Restated Jerry Zucker Revocable Trust dated April 2, 2007, dated January 23, 2012 |
||
(incorporated by reference to Exhibit 99.1 on the Company's Current Report on Form 8-K |
||
dated January 27, 2012) |
||
10.33** |
Registration Rights Agreement between the Company and Article 6 Marital Trust under the First |
|
Amended and Restated Jerry Zucker Revocable Trust dated April 2, 2007, dated January 23, 2012 |
||
(incorporated by reference to Exhibit 99.2 on the Company's Current Report on Form 8-K |
||
dated January 27, 2012) |
||
10.34** |
Letter of Commitment between the Company and Community Bank N.A. dated February 15, 2012 |
|
(incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K dated |
||
February 27, 2012) |
||
10.35** |
Commercial Line of Credit Agreement and Note between the Company and Community Bank N.A. |
|
dated February 27, 2012 (incorporated by reference to Exhibit 10.2 of the Company's Current |
||
Report on Form 8-K dated February 27, 2012) |
||
10.36* |
Form of Change of Control Agreement between the Company and Firouzeh Sarhangi, Stanley G. Sleve, |
|
Matthew J. Cook and Russell Miller dated April 17, 2012 (incorporated by reference to Exhibit 10.1 |
||
of the Company's Current Report on Form 8-K dated April 17, 2012) |
||
10.37* |
Settlement and Release Agreement between the Company and Thomas K. Barry dated December 30, 2011 |
|
(incorporated by reference to Exhibit 10.30 of the Company's Registration Statement on Form S-1 |
||
(No. 333-182386), originally filed with the Securities and Exchange Commission on June 28, 2012) |
||
10.38** |
Operating Agreement of the Leatherstocking Pipeline Company, LLC (incorporated by reference to |
|
Exhibit 10.31 of the Company's Registration Statement on Form S-1 (No. 333-182386), originally |
||
filed with the Securities and Exchange Commission on June 28, 2012) |
||
10.39** |
Operating Agreement of the Leatherstocking Gas Company, LLC (incorporated by reference to |
|
Exhibit 10.32 of the Company's Registration Statement on Form S-1 (No. 333-182386), originally |
||
filed with the Securities and Exchange Commission on June 28, 2012) |
||
10.40** |
Line of Credit Agreement between the Company and Community Bank N.A. dated July 27, 2012 |
|
(incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K dated |
||
July 30, 2012) |
||
10.41** |
Term Loan Agreement between the Company and Community Bank N.A. dated July 27, 2012 |
|
(incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K dated |
||
July 30, 2012) |
||
Page13. |
||
10.42** |
Promissory Note in the principal amount of $250,000 payable by the Company to Five Star Bank |
|
dated August 13, 2012 (incorporated by reference to Exhibit 10.1 of the Company's Current Report |
||
on Form 8-K dated August 15, 2012) |
||
10.43** |
Promissory Note in the principal amount of $250,000 payable by the Company to Five Star Bank |
|
dated August 13, 2012 (incorporated by reference to Exhibit 10.2 of the Company's Current Report |
||
on Form 8-K dated August 15, 2012) |
||
10.44**** |
Form of Restricted Stock Agreement - Officers under the Corning Natural Gas Corporation's Amended |
|
and Restated 2007 Stock Plan (incorporated by reference to Exhibit 10.1 of the Company's Current |
||
Report on Form 8-K dated December 11, 2012) |
||
10.45**** |
Form of Restricted Stock Agreement - Non-employee Directors under the Corning Natural Gas |
|
Corporation's Amended and Restated 2007 Stock Plan (incorporated by reference to Exhibit 10.2 of |
||
the Company's Current Report on Form 8-K dated December 11, 2012) |
||
101** |
The following materials from the Corning Natural Gas Corporation Annual Report on Form 10-K for the period |
|
ended September 30, 2012, formatted in XBRL (eXtensible Business Reporting Language): |
||
(i) the Condensed Consolidated Balance Sheets at September 30, 2012 and 2011 |
||
(ii) the Statements of Income and Comprehensive Income for the years ended |
||
September 30, 2012, 2011 and 2010 |
||
(iii) the Condensed Consolidated Statements of Stockholders' Equity for the years ended |
||
September 30, 2012, 2011 and 2010 |
||
(iv) the Condensed Consolidated Statements of Cash Flows for the years ended |
||
September 2012, 2011 and 2010 |
||
(v) related notes to the Condensed Consolidated financial Statements |
||
As provided in Rule 406T of Regulation S-T, this information is furnished and not filed for purposes of Sections 11 |
||
Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934. |
||
21** |
Subsidiary of Company |
|
31.1*** |
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act - Michael I. German |
|
31.2*** |
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act - Firouzeh Sarhangi |
|
32.1*** |
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act |
|
*Indicates management contract or compensatory plan or arrangement that was previously filed with, or incorporated by reference into, Corning Natural Gas Corporation's Annual Report on Form 10-K for the fiscal year ended September 30, 2012 as filed with the Securities and Exchange Commission on December 28, 2012. **Previously filed with, or incorporated by reference into, Corning Natural Gas Corporation's Annual Report on Form 10-K for the fiscal year ended September 30, 2012 as filed with the Securities and Exchange Commission on December 28, 2012. ***Filed herewith ****Management contract or compensatory plan or arrangement incorporated herein by reference. |
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.
Page 14.
Corning Natural Gas Corporation (Registrant) |
|
Date January 25, 2013 |
/s/ Firouzeh Sarhangi |
By: Firouzeh Sarhangi, Chief Financial Officer and Treasurer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this Amendment No. 1 to Annual Report has been signed below by the following persons on behalf of the registrant and in the capacitated and on the dates indicated.
/s/ Michael I. German |
Chief Executive Officer, |
||
Michael I. German |
President and Director |
January 25, 2013 |
|
/s/ Firouzeh Sarhangi |
Chief Financial Officer and |
||
Firouzeh Sarhangi |
Treasurer |
January 25, 2013 |
|
/s/ Henry B. Cook, Jr. |
Chairman of the Board and |
||
Henry B. Cook, Jr. |
Director |
January 25, 2013 |
|
/s/ Ted W. Gibson |
|||
Ted W. Gibson |
Director |
January 25, 2013 |
|
/s/ Joseph P. Mirabito |
|||
Joseph P. Mirabito |
Director |
January 25, 2013 |
|
/s/ William Mirabito |
|||
William Mirabito |
Director |
January 25, 2013 |
|
/s/ George J. Welch |
|||
George J. Welch |
Director |
January 25, 2013 |
|
/s/ John B. Williamson III |
|||
John B. Williamson III |
Director |
January 25, 2013 |
Page 15.
Exhibit 21
Subsidiary of Corning Natural Gas Corporation
Name |
Jurisdiction of Incorporation |
Corning Natural Gas Appliance Corporation |
New York State |
Exhibit 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO
17 CFR SECTION 240.13a-14(a)
I, Michael I. German, certify that:
1. I have reviewed this annual report on Form 10-K/A of Corning Natural Gas Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: January 25, 2013 /s/ Michael I. German |
Michael I. German, Chief Executive Officer and President (Principal Executive Officer) |
Exhibit 31.2&
&
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO
17 CFR SECTION 240.13a-14(a)
&
I, Firouzeh Sarhangi, certify that:
1. I have reviewed this annual report on Form 10-K/A of Corning Natural Gas Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: January 25, 2013 & & /s/ Firouzeh Sarhangi |
Firouzeh Sarhangi, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) |
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Exhibit 32.1&
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CERTIFICATION FURNISHED PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
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In connection with the filing of the Annual Report of Corning Natural Gas Corporation (the "Company") on Form 10-K/A for the period ending September 30, 2012 (the "Report") with the Securities and Exchange Commission, I, Michael I. German, Chief Executive Officer and President of the Company and I, Firouzeh Sarhangi, Chief Financial Officer and Treasurer of the Company, certify pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and the information contained in the Report fairly presents, in all material respects, the financial condition and the results of operations of the Company for such period.
Dated: January 25, 2013
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/s/ MICHAEL I. GERMAN |
Michael I. German, Chief Executive Officer and President
(Principal Executive Officer)
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/s/ FIROUZEH SARHANGI |
Firouzeh Sarhangi, Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
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