-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DcZOy+IYg4wlasLBNDXnFxcNQFFnqfuMr76RZwNwQrc0mKYvDlMuIe8xdgEfgFFd yz99ocM0/I1cWawLXIjWmg== 0000894671-05-000057.txt : 20050502 0000894671-05-000057.hdr.sgml : 20050502 20050502150841 ACCESSION NUMBER: 0000894671-05-000057 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20041231 FILED AS OF DATE: 20050502 DATE AS OF CHANGE: 20050502 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OHIO VALLEY BANC CORP CENTRAL INDEX KEY: 0000894671 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 311359191 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-20914 FILM NUMBER: 05790161 BUSINESS ADDRESS: STREET 1: 420 THIRD AVE CITY: GALLIPOLIS STATE: OH ZIP: 45631 BUSINESS PHONE: 7404462631 MAIL ADDRESS: STREET 1: 420 THIRD AVENUE STREET 2: PO BOX 240 CITY: GALLIPOLIS STATE: OH ZIP: 45631 10-K/A 1 sec10ka123104.txt 12/31/2004 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: DECEMBER 31, 2004 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period ended:___________________ Commission file number: 0-20914 Ohio Valley Banc Corp. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Ohio --------------------------------------------- (State or other jurisdiction or organization) 31-1359191 --------------------------------------- (I.R.S. Employer Identification Number) 420 Third Avenue, Gallipolis, Ohio 45631 --------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (740) 446-2631 Securities registered pursuant to Section 12 (b) of the Act: None Securities registered pursuant to Section 12 (g) of the Act: Common Shares, Without Par Value -------------------------------- (Title 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 filers 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 by Rule 12b-2 of the Act). Yes __X__ No _____ The aggregate market value of the common shares of the Registrant held by non-affiliates computed by reference to the average bid and asked price of the common shares as of June 30, 2004 was $108,077,532. The number of common shares of the Registrant outstanding as of April 29, 2005 was 3,430,859 common shares. Exhibit Index begins on page 8. EXPLANATORY NOTE ---------------- On November 30, 2004, the Securities and Exchange Commission issued an exemptive order (SEC Release No. 50754) (the "Exemptive Order") providing certain companies with a market capitalization under $700 million with an extension of up to 45 days for filing under Item 9A of Form 10-K management's report on internal controls over financial reporting (as required by Item 308(a) of Regulation S-K) and the required attestation on those controls from the company's independent registered public accounting firm (as required by Item 308(b) of Regulation S-K). Ohio Valley Banc Corp. ("Ohio Valley") is filing this Form 10-K/A to amend its Form 10-K for the year ended December 31, 2004, filed with the Securities and Exchange Commission on March 16, 2005 (the "Original Filing"), in accordance with the Exemptive Order to: o amend and restate Part II, Item 9A, Controls and Procedures, to include Management's Report on Internal Control over Financial Reporting and the report of Crowe Chizek and Company LLC, Ohio Valley's independent registered public accounting firm, on management's assessment and the effectiveness of internal control over financial reporting, and o include a revised Consent of Independent Registered Public Accounting Firm required as a result of the revisions discussed above. Ohio Valley is also filing this Form 10-K/A amend and restate Part IV, Item 15, Exhibits and Financial Statement Schedules, in order to file Exhibit 3(b) and to update the Exhibit Index accordingly. As a result of these amendments, the certifications pursuant to Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002, filed as exhibits to the Original Filing, have been re-executed and re-filed as of the date of this Form 10-K/A. Except for the amendments described above, this Form 10-K/A does not modify or update other disclosures in, or exhibits to, the Original Filing. PART II ITEM 9A - CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures - ------------------------------------------------ With the participation of the President and Chief Executive Officer (the principal executive officer) and the Vice Presient and Chief Financial Officer (the principal financial officer) of Ohio Valley, Ohio Valley's management has evaluated the effectiveness of Ohio Valley's disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the end of the period covered by this Annual Report on Form 10-K. Based on that evaluation, Ohio Valley's President and Chief Executive Officer and Vice President and Chief Financial Officer have concluded that: o information required to be disclosed by Ohio Valley in this Annual Report on Form 10-K would be accumulated and communicated to Ohio Valley's management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure; 2 o information required to be disclosed by Ohio Valley in this Annual Report on Form 10-K would be recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms; and o Ohio Valley's disclosure controls and procedures are effective as of December 31, 2004 to ensure that material information relating to Ohio Valley and its consolidated subsidiaries is made known to them, particularly during the period for which the periodic reports of Ohio Valley, including this Annual Report on Form 10-K, are being prepared. Management's Report On Internal Control Over Financial Reporting - ---------------------------------------------------------------- To the Board of Directors and Shareholders of Ohio Valley Banc Corp.: The management of Ohio Valley Banc Corp. ("Ohio Valley") is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended. Ohio Valley's internal control over financial reporting is designed 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 in the United States. Ohio Valley's internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of Ohio Valley; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles in the United States, and that receipts and expenditures of Ohio Valley are being made only in accordance with authorizations of management and directors of Ohio Valley; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Ohio Valley's assets that could have a material effect on the financial statements. Ohio Valley's internal control over financial reporting as it relates to the financial statements is evaluated for effectiveness by management and tested for reliability through a program of internal audits. Actions are taken to correct potential deficiencies as they are identified. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Accordingly, even an effective system of internal control over financial reporting will provide only reasonable assurance with respect to financial statement preparation. With the supervision and participation of our President and Chief Executive Officer and our Vice President and Chief Financial Officer, management assessed the effectiveness of Ohio Valley's internal control over financial reporting as of December 31, 2004. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on management's assessment and those criteria, management concluded that Ohio Valley maintained effective internal control over financial reporting as of December 31, 2004. Ohio Valley's independent registered public accounting firm, Crowe Chizek and Company LLC, has issued their report on management's assessment of Ohio Valley's internal control over financial reporting. That report follows under the heading, "Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting." 3 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON INTERNAL CONTROL OVER FINANCIAL REPORTING Board of Directors and Shareholders Ohio Valley Banc Corp. Gallipolis, Ohio We have audited management's assessment, included in the accompanying Management's Report on Internal Control over Financial Reporting, that Ohio Valley Banc Corp. (the "Company") maintained effective internal control over financial reporting as of December 31, 2004, based on Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Ohio Valley Banc Corp.'s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management's assessment and an opinion on the effectiveness of the Company's internal control over financial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management's assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. A company's internal control over financial reporting is a process designed 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. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. In our opinion, management's assessment that Ohio Valley Banc Corp. maintained effective internal control over financial reporting as of December 31, 2004, is fairly stated, in all material respects, based on Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Also in our opinion, Ohio Valley Banc Corp. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2004, based on Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). 4 We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Ohio Valley Banc Corp. as of December 31, 2004 and 2003, and the related consolidated statements of income, changes in shareholders' equity and cash flows for each of the three years in the period ended December 31, 2004 and our report dated February 11, 2005 expressed an unqualified opinion on those consolidated financial statements. /s/ Crowe Chizek and Company LLC --------------------------------- Crowe Chizek and Company LLC Columbus, Ohio April 6, 2005 5 Changes in Internal Control Over Financial Reporting - ---------------------------------------------------- There were no changes in Ohio Valley's internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during Ohio Valley's fiscal quarter ended December 31, 2004, that have materially affected, or are reasonably likely to materially affect, Ohio Valley's internal control over financial reporting. PART IV ITEM 15 - EXHIBITS AND FINANCIAL STATEMENT SCHEDULES A. (1) Financial Statements -------------------- The following consolidated financial statements of Ohio Valley appear in the 2004 Annual Report to Shareholders, the relevant portions of which were previously filed as Exhibit 13 to the Original Filing and specifically incorporated by reference under Item 8 of the Original Filing: Consolidated Statements of Condition as of December 31, 2004 and 2003 Consolidated Statements of Income for the years ended December 31, 2004, 2003 and 2002 Consolidated Statements of Changes in Shareholders' Equity for the years ended December 31, 2004, 2003 and 2002 Consolidated Statements of Cash Flows for the years ended December 31, 2004, 2003 and 2002 Notes to the Consolidated Financial Statements Report of Independent Registered Public Accounting Firm on Financial Statements (2) Financial Statement Schedules ----------------------------- Financial statement schedules are omitted as they are not required or are not applicable, or the required information is included in the financial statements. (3) Exhibits -------- Reference is made to the Exhibit Index beginning on page 8 of this Form 10-K/A. 6 SIGNATURES ---------- Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Ohio Valley has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. OHIO VALLEY BANC CORP. Date: April 29, 2005 By: /s/ Jeffrey E. Smith --------------------------- Jeffrey E. Smith, President and Chief Executive Officer EXHIBIT INDEX The following exhibits are included in this Form 10-K/A or were incorporated by reference into or previously filed with the Original Filing as noted in the following table:
Exhibit No. Description Location -------------- ------------- ---------- 3(a) Amended Articles of Incorporation of Incorporated herein by reference to Exhibit 3(a) Ohio Valley. to Ohio Valley's Annual Report on Form 10-K for fiscal year ending December 31, 1997 (SEC File No. 0-20914). 3(b) Amendment to the Articles of Incorporation Filed herewith. of Ohio Valley (filed with the Ohio Secretary of State on April 15, 1999). 3(c) Code of Regulations of Ohio Valley. Incorporated herein by reference to Exhibit 3(b) to Ohio Valley's current report on Form 8-K (SEC File No. 0-20914) filed November 6, 1992. 4 Agreement to furnish instruments and Previously filed. agreements defining rights of holders of long-term debt. 10.1 Split Dollar Agreement, dated November 11, Incorporated herein by reference to Exhibit 10.1 1996, between Jeffrey E. Smith and The Ohio to Ohio Valley's Annual Report on Form 10-K for Valley Bank Company. fiscal year ending December 31, 2002 (SEC File No. 0-20914). 10.2 Schedule A to Exhibit 10.1 identifying other Incorporated herein by reference to Exhibit 10.2 identical Split Dollar Agreements between to Ohio Valley's Annual Report on Form 10-K for The Ohio Valley Bank Company and executive fiscal year ending December 31, 2002 (SEC File No. officers of Ohio Valley Banc Corp. 0-20914). 10.3 Director Retirement Plan, dated October 10, Incorporated herein by reference to Exhibit 10.3 2002, between Brent A. Saunders and The Ohio to Ohio Valley's Annual Report on Form 10-K for Valley Bank Company. fiscal year ending December 31, 2002 (SEC File No. 0-20914). 10.4 Schedule A to Exhibit 10.3 identifying other Incorporated herein by reference to Exhibit 10.4 identical director retirement plans between to Ohio Valley's Annual Report on Form 10-K for The Ohio Valley Bank Company and executive fiscal year ending December 31, 2002 (SEC File No. officers who are directors of Ohio Valley 0-20914). Banc Corp. 10.5 Salary Continuation Plan, dated January 2, Incorporated herein by reference to Exhibit 10.5 1997, between Jeffrey E. Smith and The Ohio to Ohio Valley's Annual Report on Form 10-K for Valley Bank Company. fiscal year ending December 31, 2002 (SEC File No. 0-20914).
8
Exhibit No. Description Location -------------- ------------- ---------- 10.6 Schedule A to Exhibit 10.5 identifying other Incorporated herein by reference to Exhibit 10.6 identical salary continuation plans between to Ohio Valley's Annual Report on Form 10-K for The Ohio Valley Bank Company and executive fiscal year ending December 31, 2002 (SEC File No. officers of Ohio Valley Banc Corp. 0-20914). 10.7 Deferred Compensation Plan, dated November Incorporated herein by reference to Exhibit 10.7 11, 2002, between Barney A. Molnar and The to Ohio Valley's Annual Report on Form 10-K for Ohio Valley Bank Company. fiscal year ending December 31, 2002 (SEC File No. 0-20914). 10.8 Schedule A to Exhibit 10.7 identifying other Incorporated herein by reference to Exhibit 10.8 identical deferred compensation plans to Ohio Valley's Annual Report on Form 10-K for between The Ohio Valley Bank Company and fiscal year ending December 31, 2002 (SEC File No. executive officers or directors of Ohio 0-20914). Valley Banc Corp. 10.9 Summary of Compensation for Directors of Previously filed. Ohio Valley Banc Corp. 10.10 Summary of Long Range Bonus Program of Ohio Previouly filed. Valley Banc Corp. 11 Statement regarding computation of per share Previously filed. earnings. 13 Ohio Valley's Annual Report to Shareholders Previously filed. for the fiscal year ended December 31, 2004. 21 Subsidiaries of Ohio Valley. Previously filed. 23 Consent of Independent Accountant - Crowe Filed herewith. Chizek and Company LLC. 31.1 Rule 13a-14(a)/15d-14(a) Certification Filed herewith. (Principal Executive Officer). 31.2 Rule 13a-14(a)/15d-14(a) Certification Filed herewith. (Principal Financial Officer). 32 Section 1350 Certifications (Principal Filed herewith. Executive Officer and Principal Accounting Officer). 99 Press Release issed by Ohio Valley on March Previously filed. 2, 2005.
9 EX-3 2 exhibit3b-10ka.txt AS OF 04/15/99 Exhibit 3(b) THE SEAL OF THE SECRETARY OF STATE OF OHIO {LOGO} Prescribed by __X__ 002 Ken Blackwell, Secretary of State 30 East Broad Street, 14th floor Charter No. ___________ Columbus, Ohio 43266-0418 Approved: _____________ Form SH-AMD (January 1991) Date: _________________ Fee: __________________ CERTIFICATE OF AMENDMENT By Shareholders to the Articles of Incorporation of Ohio Valley Corp. --------------------- (Name of Corporation) Jeffrey E. Smith who is: - -------------------------------------------------------------------------------- _____ Chairman of the Board __X__ President _____ Vice President _____ Secretary _____ Assistant Secretary (Check One) of the above name Ohio corporation for profit do hereby certify that: (check the appropriate box and complete the appropriate statements) __X__ a meeting of the shareholders was duty called for the purpose of adopting this amendment and held on April 7, 1999 at which meeting a quorum of the shareholders was present in person or by proxy, and by the affirmative vote of the holders of shares entitling them to exercise not less than two-thirds of the voting power of the corporation. in a writing signed by all of the shareholders who would be entitled to notice of a meeting held for that purpose, the following resolution to amend the articles was adopted: The resolution to amend the Amended Articles of Incorporation is attached hereto as Exhibit A and incorporated herein. RECEIVED APR 15 1999 J. KENNETH BLACKWELL SECRETARY OF STATE IN WITNESS WHEREOF, the above named officers, acting for and on the behalf of the corporation, have hereto subscribed their names this 9th day of April, 1999 By: /s/Jeffrey E. Smith ------------------- Jeffrey E. Smith Its President Exhibit 3(b) (continued) EXHIBIT A --------- RESOLVED, that Article FOURTH of the Amended Articles of Incorporation of the Corporation be, and the same hereby is, amended and replaced in its entirety with the following: FOURTH: The authorized number of shares of the corporation shall be ten million (10,000,000), all of which shall be Common Shares, without par value. EX-23 3 exhibit23-10ka.txt FORM 10K/A EXHIBIT 23 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement of Ohio Valley Banc Corp. on Form S-3 (SEC File No. 033-62010) of our report dated April 6, 2005, with respect to Ohio Valley Banc Corp. management's assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting, which report appears in this amended annual report on Form 10-K/A of Ohio Valley Banc Corp. for the year ended December 31, 2004. /s/ Crowe Chizek and Company LLC -------------------------------- Crowe Chizek and Company LLC Columbus, Ohio April 29, 2005 EX-31 4 exhibit31-110ka.txt FORM 10K/A Exhibit 31.1 Rule 13a-14(a)/15d-14(a) Certification I, Jeffrey E. Smith, certify that: 1. I have reviewed this Annual Report on Form 10-K, as amended by Amendment No. 1, of Ohio Valley Banc Corp.; 2. Based on my knowledge, this annual 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 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 puposes in accordance with generally accepted accouting 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 upon 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 fourth fiscal quarter 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 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: (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: April 29, 2005 By: /s/ Jeffrey E. Smith ----------------------------------- Jeffrey E. Smith, President and CEO EX-31 5 exhibit31-210ka.txt FORM 10K/A Exhibit 31.2 Rule 13a-14(a)/15d-14(a) Certification I, Scott W. Shockey, certify that: 1. I have reviewed this Annual Report on Form 10-K, as amended by Amendment No. 1, of Ohio Valley Banc Corp.; 2. Based on my knowledge, this annual 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 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 puposes in accordance with generally accepted accouting 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 upon 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 fourth fiscal quarter 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 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: (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: April 29, 2005 By: /s/ Scott W. Shockey ---------------------------------------- Scott W. Shockey, Vice President and CFO EX-32 6 exhibit32-10ka.txt FORM 10K/A Exhibit 32 SECTION 1350 CERTIFICATION In connection with the Annual Report of Ohio Valley Banc Corp. (the "Corporation") on Form 10-K/A for the fiscal year ended December 31, 2004, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned Jeffrey E. Smith, President and Chief Executive Officer of the Corporation, and Scott W. Shockey, Vice President and Chief Financial Officer of the Corporation, each certify, pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of their knowledge: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation. */s/ Jeffrey E. Smith */s/ Scott W. Shockey - ----------------------- ------------------------- Jeffrey E. Smith Scott W. Shockey President and CEO Vice President and CFO Dated: April 29, 2005 Dated: April 29, 2005 * This certification is being furnished as required by Rule 13a-14(b) under the Securities Exchange Act of 1934 (the "Exchange Act") and Section 1350 of Chapter 63 of Title 18 of the United States Code, and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that Section. This certification shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except as otherwise stated in such filing. -----END PRIVACY-ENHANCED MESSAGE-----