UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 10-KSB/A
(Amendment No. 1)
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934.
For the Fiscal Year Ended June 30, 2003.
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934.
For the transition period from __________to __________
Commission File Number: 0-23409
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HIGH COUNTRY BANCORP, INC.
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(Name of Small Business Issuer in Its Charter)
COLORADO 84-1438612
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
7360 WEST US HIGHWAY 50, SALIDA, COLORADO 81201
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(Address of Principal Executive Offices) (Zip Code)
Issuer's Telephone Number, Including Area Code: (719) 539-2516
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Securities registered pursuant to Section 12(b) of the Exchange Act: NONE
Securities registered pursuant to Section 12(g) of the Exchange Act:
COMMON STOCK, PAR VALUE $.01 PER SHARE
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(Title of Class)
Check whether the issuer: (l) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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
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Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will 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-KSB
or any amendment to this Form 10-KSB. [X]
State registrant's revenues for its most recent fiscal year: $14,832,150
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The aggregate market value of the voting stock held by nonaffiliates of the
registrant based on the last sale of which the registrant was aware ($31.15) per
share on September 15, 2003), was approximately $16,545,914. Solely for purposes
of this calculation, the term "affiliate" refers to all directors and executive
officers of the registrant and all stockholders beneficially owning more than
10% of the registrant's common stock.
As of September 15, 2003, there were issued and outstanding 901,704 shares
of the registrant's common stock.
Transitional Small Business Disclosure Format (check one): YES NO X
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DOCUMENTS INCORPORATED BY REFERENCE
1. Portions of Annual Report to Stockholders for the Fiscal Year Ended June
30, 2003 (Parts II and III)
2. Portions of Proxy Statement for the 2003 Annual Meeting of Stockholders
(Part III)
EXPLANATION FOR AMENDMENT:
The Annual Report on Form 10-KSB of High Country Bancorp, Inc. (the
"Company") for the fiscal year ended June 30, 2003, filed with the Securities
and Exchange Commission on September 29, 2003, is being amended hereby to
correct the beneficial ownership information of the Company's common stock for
one of the Company's directors.
1
PART III
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
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(a) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
Persons and groups beneficially owning more than 5% of the Company's Common
Stock are required to file certain reports with respect to such ownership
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). The following table sets forth certain information as to the Common Stock
beneficially owned by any person or group of persons who is known to the Company
to be the beneficial owner of more than 5% of the Company's Common Stock as of
September 30, 2003.
PERCENT OF SHARES
NAME AND ADDRESS AMOUNT AND NATURE OF OF COMMON STOCK
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP (1) OUTSTANDING (2)
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High Country Bancorp, Inc. 101,894 (3) 11.30%
Employee Stock Ownership
Plan ("ESOP")
7360 West US Highway 50
Salida, Colorado 81201
Donald Leigh Koch 88,982 (4) 9.87
4 Muirfield Lane
St. Louis, Missouri 63141
Larry D. Smith 70,864 (5) 7.55
7360 West US Highway 50
Salida, Colorado 81201
Scott G. Erchul 49,036 (6) 5.27
7360 West US Highway 50
Salida, Colorado 81201
MidCountry Financial Corp. 45,595 (7) 5.06
P.O. Box 4164
Macon, Georgia 31208
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(1) Includes all shares held directly as well as by spouses or as custodian or
trustee for minor children, and shares held by a group acting in concert,
over which shares the named individuals effectively exercise sole voting
and investment power, or for a group acting in concert, share voting and
investment power.
(2) 901,704 shares of Common Stock were outstanding as of September 30, 2003.
(3) These shares are held in a suspense account for future allocation among
participating employees as the loan used to purchase the shares is repaid.
The ESOP trustees, currently Directors Glenn, Young and Harsh vote all
allocated shares in accordance with instructions of the participants.
Unallocated shares and shares for which no instructions have been received
generally are voted by the ESOP trustees in the same ratio as participants
direct the voting of allocated shares or, in the absence of such direction,
as directed by the Company's Board of Directors. As of September 30, 2003,
58,030 shares had been allocated.
(4) Based on Amendment No. 5 to Schedule 13G filed on February 21, 2003.
Includes shares beneficially owned by Mr. Koch and his spouse and by Koch
Asset Management, L.L.C., an investment advisor to various individual
clients. Mr. Koch is sole Managing Member of Koch Asset Management, L.L.C.
(5) Includes 36,368 shares that may be acquired upon the exercise of options
exercisable within 60 days of September 30, 2003. The listed amount does
not include 17,254 shares held by the Salida Building and Loan Association
Long-Term Incentive Plan ("LTIP") trust for the benefit of Mr. Smith; Mr.
Smith bears the economic risk associated with such shares, but does not
have voting or investment power over such shares.
(footnotes continued on next page)
2
(6) Includes 29,095 shares that may be acquired upon the exercise of options
exercisable within 60 days of September 30, 2003. The listed amount does
not include 7,041 shares held by the LTIP trust for the benefit of Mr.
Erchul; Mr. Erchul bears the economic risk associated with such shares, but
does not have voting or investment power over such shares.
(7) Based on a Schedule 13D filed on September 9, 2002.
(b) SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth, as of September 30, 2003, the beneficial
ownership of the Common Stock by each of the Company's directors and Named
Executive Officers, and by all directors and executive officers as a group.
BENEFICIAL OWNERSHIP (1)
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NUMBER PERCENTAGE OF
NAME OF SHARES SHARES OUTSTANDING
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Larry D. Smith 70,864 (2) 7.55%
Scott G. Erchul 49,036 (3) 5.27
Timothy W. Glenn 39,506 (4) (5) 4.35
Philip W. Harsh 43,361 (4) (6) 4.77
Richard A. Young 28,660 (4) (7) 3.15
All Directors and Executive Officers 231,427 (8) 23.40
as a Group (6 Persons)
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(1) Includes all shares held directly as well as by spouses or as custodian or
trustee for minor children, and shares held by a group acting in concert,
over which shares the named individuals effectively exercise sole voting
and investment power, or for a group acting in concert, share voting and
investment power.
(2) Includes 36,368 shares that may be acquired upon the exercise of options
exercisable within 60 days of September 30, 2003. The listed amount does
not include 17,254 shares held by the LTIP trust for the benefit of Mr.
Smith; Mr. Smith bears the economic risk associated with such shares, but
does not have voting or investment power over such shares.
(3) Includes 29,095 shares that may be acquired upon the exercise of options
exercisable within 60 days of September 30, 2003. The listed amount does
not include 7,041 shares held by the LTIP trust for the benefit of Mr.
Erchul; Mr. Erchul bears the economic risk associated with such shares, but
does not have voting or investment power over such shares.
(4) Excludes shares with respect to which Directors Young, Glenn and Harsh may
have "voting power" by virtue of their positions as trustees of the trusts
holding 101,894 shares under the ESOP and 50,767 shares under the 401(k)
plan. Unallocated ESOP shares and shares for which no instructions have
been received generally are voted by the trustees in the same ratio as
participants direct the voting of allocated shares or, in the absence of
such direction, as directed by the Company's Board of Directors. As of
September 30, 2003, 58,030 shares had been allocated. Shares held in the
401(k) plan are voted as directed by the plan participants.
(5) Includes 7,273 shares that may be acquired upon the exercise of options
exercisable within 60 days of September 30, 2003. The listed amount does
not include 4,298 shares which are held by the LTIP trust for the benefit
of Mr. Glenn; Mr. Glenn bears the economic risk associated with such
shares, but does not have voting or investment power over such shares.
(6) Includes 7,273 shares that may be acquired upon the exercise of options
exercisable within 60 days of September 30, 2003. The listed amount does
not include 2,958 shares which are held by the LTIP trust for the benefit
of Mr. Harsh; Mr. Harsh bears the economic risk associated with such
shares, but does not have voting or investment power over such shares.
(7) Includes 7,273 shares that may be acquired upon the exercise of options
exercisable within 60 days of September 30, 2003. The listed amount does
not include 3,963 shares which are held in the LTIP trust for the benefit
of Mr. Young; Mr. Young bears the economic risk associated with such
shares, but does not have voting or investment power over such shares.
(8) Includes 87,282 shares that may be acquired upon the exercise of options
exercisable within 60 days of September 30, 2003.
(c) CHANGES IN CONTROL
Management of the Company knows of no arrangements, including any pledge by
any person of securities of the Company, the operation of which may at a
subsequent date result in a change of control of the registrant.
3
EQUITY COMPENSATION PLANS
The following table sets forth certain information with respect to the
Company's equity compensation plans as of June 30, 2003.
(a) (b) (c)
Number of securities remaining
available for future issuance
Number of securities to be issued Weighted-average exercise under equity compensation
upon exercise of outstanding price of outstanding plans (excluding securities)
Plan Category options, warrants and rights options, warrants and rights reflected in column (a))
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Equity compensation plans 116,376 $13.125 29,099
approved by security holders
Equity compensation plans not 0 0 0
approved by security holders
Total 116,376 $13.125 29,099
ITEM 13. EXHIBITS LIST AND REPORTS ON FORM 8-K
(a) List of Documents Filed as Part of This Report
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(1) Consolidated Financial Statements. The following financial
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statements of the registrant are included herein under Item 7.
The remaining information appearing in the Annual Report is not
deemed to be filed as part of this Annual Report on Form 10-KSB,
except as expressly provided herein.
Independent Auditor's Report
(a) Statements of Financial Condition as of June 30, 2003 and
2002
(b) Statements of Income for the Years Ended June 30, 2003 and
2002
(c) Statements of Equity for the Years Ended June 30, 2003 and
2002
(d) Statements of Cash Flows for the Years Ended June 30, 2003
and 2002
(e) Notes to Financial Statements
(2) Financial Statement Schedules. None
(3) Exhibits. The following exhibits are either filed as part of this
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Annual Report on Form 10-KSB or incorporated herein by reference:
Exhibit No. Description
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*3.1 Articles of Incorporation of High Country Bancorp, Inc.
*3.2 Bylaws of High Country Bancorp, Inc.
*10.1 Employment Agreement between Salida Building and Loan
Association and Larry D. Smith+
*10.2 Guaranty Agreement between High Country Bancorp, Inc. and
Larry D. Smith+
*10.3 High Country Bancorp, Inc. 1997 Stock Option and Incentive
Plan+
*10.4 High Country Bancorp, Inc. Management Recognition Plan and
Trust+
4
*10.5 Salida Building and Loan Association Long-Term Incentive Plan+
*10.6 Salida Building and Loan Association Incentive Compensation
Plan+
*10.7 Employment Agreement between Salida Building and Loan
Association and Scott G. Erchul+
*10.8 Guaranty Agreement between High Country Bancorp, Inc. and
Scott G. Erchul+
13 Annual Report to Stockholders for the year ended June 30, 2003
(1)
21 Subsidiaries (1)
23 Consent of Grimsley, White & Company (1)
31.1 Rule 13a-14(a) Certification of Chief Executive Officer
31.2 Rule 13a-14(a) Certification of Chief Financial Officer
32 Certification Pursuant to 18 U.S.C. Section 1350
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* Incorporated by reference from Registration Statement on Form SB-2 filed
January 27, 1997 (File No. 333-34153).
+ Management contract or compensatory plan or arrangement.
(1) Previously filed.
REPORTS ON FORM 8-K.
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The Company filed the following Current Report on Form 8-K during the
fourth quarter of the fiscal year ended June 30, 2003:
DATE OF REPORT ITEM(S) REPORTED FINANCIAL STATEMENTS FILED
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May 1, 2003 7, 12 N/A
5
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
HIGH COUNTRY BANCORP, INC.
Date: January 8, 2004 By: /s/ Larry D. Smith
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Larry D. Smith
President and Chief Executive Officer
(Duly Authorized Officer)