10-K/A 1 b413645_10ka.txt FORM 10-K/A -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------------------------------------------------------------- FORM 10-K/A AMENDMENT NO. 2 (MARK ONE) [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 from _______________________ to ______________________ Commission File Number 0-26366 ------- ROYAL BANCSHARES OF PENNSYLVANIA, INC. -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) PENNSYLVANIA 23-2812193 --------------------------------------------- ----------------------------- (State of other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 732 MONTGOMERY AVENUE, NARBERTH, PENNSYLVANIA 19072 --------------------------------------------- ----------------------------- (Address of principal executive offices) (Zip Code) (610) 668-4700 -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: NONE Securities registered pursuant to Section 12(g) of the Act: CLASS A COMMON STOCK ($2.00 PAR VALUE) CLASS B COMMON STOCK ($.10 PAR VALUE)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. [ ] Yes [X] No 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 [X] No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 of 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 contended, 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. [X] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, See definition of "accelerated filer and large accelerated filer" in Exchange Act Rule 12b-2 (check one). Large accelerated filer [ ] Accelerated filer [X] Non-accelerated filer [ ] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) [ ] Yes [X] No The aggregate market value of Registrant's Common Stock held by non-affiliates is $96,871,266, based on the June 30, 2005 closing price of the Registrant's Common Stock of $22.96 per share (restated for stock dividend). As of February 28, 2006, the Registrant had 10,700,513 and 1,992,156 shares outstanding of Class A and Class B common stock, respectively. EXPLANATORY NOTE The Company is amending the signature page of the December 31, 2004 Form 10-K, solely to eliminate the conformed signature of Director Lee Tabas, which was inadvertently included in the electronic filing. The Form 10-K as amended hereby continues to speak as of the date of the Form 10-K, as amended, and the disclosures have not been updated to speak as of any later date. Any items in the Form 10-K that are not expressly changed hereby shall be as set froth in the Form 10-K, as previously amended. All information contained in this Amendment No. 2 and the Form 10-K is subject to updating and supplementing as provided in the Company's periodic reports filed with the Securities and Exchange Commission subsequent to the filing of the Form 10-K. Pursuant to SEC Rule 12b-15, in connection with this Amendment No. 2 on Form 10-K/A, the Company is filing updated Exhibits 31(v), 31(vi), 32(iii) and 32(iv). -------------------------------- 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. ROYAL BANCSHARES OF PENNSYLVANIA, INC. /s/ Joseph P. Campbell ---------------------- Joseph P. Campbell Chief Executive Officer March 14, 2005. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. SIGNATURES ---------- By: /s/ Joseph P. Campbell March 14, 2005. ------------------------------------- Joseph P. Campbell CEO/President/Director By: /s/ Jeffrey T. Hanuscin March 14, 2005. ------------------------------------- Jeffrey T. Hanuscin Chief Financial Officer By:/s/ James J. McSwiggan March 14, 2005. ------------------------------------- James J. McSwiggan Director/Executive Vice President By:/s/Robert R. Tabas March 14, 2005. ------------------------------------- Robert R. Tabas Chairman of the Board 2 By:/s/ Albert Ominsky March 14, 2005. ------------------------------------- Albert Ominsky Director By:/s/ Anthony J. Micale March 14, 2005. ------------------------------------- Anthony J. Micale Director By:/s/ Gregory T. Reardon March 14, 2005. ------------------------------------- Gregory T. Reardon Director By:/s/ Murray Stempel,III March 14, 2005. ------------------------------------- Murray Stempel, III Director/ Senior Vice President By:/s/ John M. Decker March 14, 2005. ------------------------------------- John M. Decker Director/ Senior Vice President By:/s/ Carl M. Cousins March 14, 2005. ------------------------------------- Carl M. Cousins Director By: ------------------------------------- Lee E. Tabas Director By:/s/ Jack R. Loew March 14, 2005. ------------------------------------- Jack R. Loew Director By:/s/ Howard Wurzak March 14, 2005. ------------------------------------- Howard Wurzak Director By:/s/ Evelyn Rome Tabas March 14, 2005. ------------------------------------- Evelyn Rome Tabas Director By:/s/ Mitchell L. Morgan March 14, 2005. ------------------------------------- Mitchell L. Morgan Director By:/s/ Edward B. Tepper March 14, 2005. ------------------------------------- Edward B. Tepper Director By:/s/ Linda Tabas Stempel March 14, 2005. ------------------------------------- Linda Tabas Stempel Director 3 PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. (a) Financial Statements None (b) Exhibit Index 31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer 31.2 Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer 32.1 Section 1350 Certification of Chief Executive Officer 32.2 Section 1350 Certification of Chief Financial Officer (c) Financial Statement Schedules None 4 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this amendment to Report to be signed on its behalf by the undersigned, thereunto duly authorized. ROYAL BANCSHARES OF PENNSYLVANIA, INC. /s/ Joseph P. Campbell ---------------------- Joseph P. Campbell Chief Executive Officer June 8, 2006. 5