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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number: 1-14671
WORONOCO BANCORP, INC.
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(Exact name of registrant as specified in its charter)
Delaware 04-3444269
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(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
31 Court Street, Westfield, Massachusetts 01085
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (413) 568-9141
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
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Common Stock, par value $0.01 per share The American Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
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
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YES X NO
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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. ___
The aggregate market value of the voting and non-voting common equity
held by non-affiliates as of February 29, 2000 was $51,705,250.
As of February 29, 2000, there were 5,698,860 shares of the
Registrant's Common Stock outstanding.
Portions of the Proxy Statement for the 2000 Annual Meeting of
Stockholders are incorporated by reference into Part III of this Form 10-K.
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Item 14. Exhibits, Financial Statements Schedules, and Reports on Form 8-K.
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(a) 1. Financial Statements
The following consolidated financial statements of the Company and its
subsidiaries are filed as part of this document under Item 8:
- Consolidated Balance Sheets at December 31, 1999 and 1998
- Consolidated Statements of Income for the Years Ended December
31, 1999, 1998 and 1997
- Consolidated Statements of Changes in Stockholders' Equity for
the Years Ended December 31, 1999, 1998 and 1997
- Consolidated Statements of Cash Flows for each of the Years
Ended December 31, 1999, 1998 and 1997
- Notes to Consolidated Financial Statements
- Independent Auditors' Report
(a) 2. Financial Statement Schedules
Financial Statement Schedules have been omitted because they are not
applicable or the required information is shown in the Consolidated Financial
Statements or notes thereto.
(b) Reports on Form 8-K filed during the last quarter of 1999
On November 5, 1999 the Company filed an 8-K relating to the press release
issued on November 5, 1999 announcing that the Company had received regulatory
clearance to repurchase up to 5% of its outstanding shares.
(c) Exhibits Required by Securities and Exchange Commission Regulation S-K
Exhibit
Number
3.1 Certificate of Incorporation of Woronoco Bancorp, Inc. (1)
3.2 Bylaws of Woronoco Bancorp, Inc. (1)
4.0 Stock Certificate of Woronoco Bancorp, Inc. (1)
10.1 Woronoco Bancorp, Inc. 1999 Stock Based Incentive Plan (2)
10.2 Employment Agreement between Woronoco Bancorp, Inc. and
Cornelius D. Mahoney (3)
10.3 Employment Agreement between Woronoco Savings Bank and
Cornelius D. Mahoney (3)
10.4 Employment Agreement between Woronoco Bancorp, Inc. and
Agostino J. Calheno (3)
10.5 Employment Agreement between Woronoco Savings Bank and
Agostino J. Calheno (3)
10.6 Employment Agreement between Woronoco Bancorp, Inc. and Debra
L. Murphy (3)
10.7 Employment Agreement between Woronoco Savings Bank and Debra
L. Murphy (3)
10.8 Woronoco Savings Bank Supplemental Executive Retirement Plan
(1)
11.0 Statement Re: Computation of Per Share Earnings (4)
21.0 Subsidiaries Information Incorporated Herein By Reference to
Part 1 - Subsidiaries
23.0 Consent of Wolf and Company, P.C. (5)
27.0 Financial Data Schedule (5)
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(1) Incorporated by reference into this document from the Exhibits
filed with the Registration Statement on Form S-1, and any
amendments thereto, Registration No. 333-67255.
(2) Incorporated by reference to the Proxy Statement for the 1999
Annual Meeting of Shareholders filed on August 23, 1999.
(3) Incorporated by reference into this document from the Exhibits
filed with the Form 10-Q filed on May 14,1999.
(4) Not applicable as shares of the Company's common stock were not
issued until March 19, 1999.
(5) Incorporated by reference into this document from the Exhibits
filed with the Form 10-K filed on March 20, 2000.
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CONFORMED
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 be signed
on its behalf by the undersigned, thereunto duly authorized.
Woronoco Bancorp, Inc.
By: /s/ Cornelius D. Mahoney March 30, 2000
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Cornelius D. Mahoney
Chairman of the Board, President and
Chief Executive Officer
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