** **

**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, 2012**

 

**OR**

 

**o****              Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934**

 

**For the transition period from                      to                    **

 

**Commission File No. 001-34813**

 

**ONEIDA FINANCIAL CORP.**

(Exact name of registrant as specified in its charter)

 

| **Maryland**                    | ** ** | **80-0632920**         |
|---------------------------------|------------|------------------------|
| (State or other jurisdiction of |       | (I.R.S. Employer       |
| incorporation or organization)  |       | Identification Number) |

 

| **182 Main Street, Oneida, New York**    | ** ** | **13421-1676** |
|------------------------------------------|------------|----------------|
| (Address of Principal Executive Offices) |       | Zip Code       |

** **

**(315) 363-2000**

(Registrant’s telephone number)

 

Securities Registered Pursuant to Section 12(b) of the Act:

 

| **Title of   each class**     |   | **Name of   each exchange on which registered** |
|-------------------------------|--------|-------------------------------------------------|
| Common Stock, $0.01 par value |   | The NASDAQ Stock Market, LLC                    |

 

Securities Registered Pursuant to Section 12(g) of the Act:  **None**

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  YES o  NO x

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  YES o  NO x

 

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 twelve months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such requirements for the past 90 days.  YES x  NO o.

 

Indicate by checkmark 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 during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files.  YES x NO o

 

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.  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 Rule 12b-2 of the Exchange Act. (Check one):

 

| o Large   accelerated filer |   | o Accelerated   filer         |
|-----------------------------|--------|-------------------------------|
|                        |   |                          |
| o   Non-accelerated filer   |   | x Smaller   Reporting Company |

 

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  YES o  NO x

 

The aggregate market value of the 5,435,548 shares of voting and non-voting common equity held by non-affiliates of the Registrant, computed by reference to the last sale price of the Registrant’s predecessor ($10.25) on June 30, 2012, as reported by the Nasdaq Market, was approximately $55.7 million.  As of February 1, 2013, there were issued and outstanding 7,024,596 shares of the Registrant’s Common Stock.

 

 

** **

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**DOCUMENTS INCORPORATED BY REFERENCE**

 

(1)                                 Portions of Proxy Statement for the 2013 Annual Meeting of Stockholders of the Registrant (Part III).

(2)                                 Annual Report to Stockholders (Part II).

 

Explanatory Note

 

We filed our Annual Report Form 10-K for the year ended December 31, 2012 on March 20, 2013 (the “Original Report”).  We are filing this Amendment No. 1 on Form 10-K/A(this “Amendment”) solely for the purpose of updating  the date  in the  Report of Independent Registered Public Accounting Firm****included in Exhbit 13;  Annual Report to Stockholders.  The correct report date is March 20, 2013.  An incorrect date was inadvertently included in the Original Report.

 

In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, our principal executive officer and principal financial officer are providing re-executed Rule 13a-14 certifications dated as of the date of this Amendment and are also furnishing written statements pursuant to Title 18 United States Code, as added by Section 906 of the Sarbanes-Oxley Act of 2002.  The certifications are attached as Exhibits 31.1, 31.2 and 32 to this Amendment.  The Exhibit section also has been revised to include as Exhibit 13 the updated Report of Independent Registered Public Accounting Firm.

 

Except as described above, no other changes have been made to the original Form 10K and this Form 10-K/A does not amend, update or change the financial statements or any other items or disclosures in the original form 10-K.

 

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**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.

 
|                                                                                                                                                                                                          | **ONEIDA FINANCIAL CORP.**                                   |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------|
|                                                                                                                                                                                                          |                                                         |
| Date:   March 27, 2013                                                                                                                                                                                   | By:                                                          | /s/   Michael R. Kallet |
|                                                                                                                                                                                                          |                                                         | Michael   R. Kallet |
|                                                                                                                                                                                                          |                                                         | President   and Chief Executive Officer |
|                                                                                                                                                                                                          |                                                         |   |
| Pursuant to the requirements of the Securities Exchange 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. |
|                                                                                                                                                                                                          |
| By:                                                                                                                                                                                                           | /s/   Michael R. Kallet                                      |   | By: | /s/   Eric E. Stickels |
|                                                                                                                                                                                                          | Michael R. Kallet,   President and Chief   Executive Officer |   |   | Eric E. Stickels,   Executive Vice President and   Chief Financial Officer |
|                                                                                                                                                                                                          | (Principal   Executive Officer)                              |   | (Principal   Financial and Accounting Officer) |
|                                                                                                                                                                                                          |                                                         |   |   |
| Date:   March 27, 2013                                                                                                                                                                                   | Date:   March 27, 2013                                  |
|                                                                                                                                                                                                          |                                                         |
| By:                                                                                                                                                                                                           | /s/   Thomas H. Dixon                                        |   | By: | /s/   Patricia D. Caprio |
|                                                                                                                                                                                                          | Thomas   H. Dixon, Executive Vice President                  |   | Patricia   D. Caprio, Director |
|                                                                                                                                                                                                          |                                                         |
| Date:   March 27, 2013                                                                                                                                                                                   | Date:   March 27, 2013                                  |
|                                                                                                                                                                                                          |                                                         |
| By:                                                                                                                                                                                                           | /s/   John E. Haskell                                        |   | By: | /s/   Rodney D. Kent |
|                                                                                                                                                                                                          | John   E. Haskell, Director                                  |   | Rodney   D. Kent, Director |
|                                                                                                                                                                                                          |                                                         |
| Date:   March 27, 2013                                                                                                                                                                                   | Date:   March 27, 2013                                  |
|                                                                                                                                                                                                          |                                                         |
| By:                                                                                                                                                                                                           | /s/   Richard B. Myers                                       |   | By: | /s/   Ralph L. Stevens, M.D. |
|                                                                                                                                                                                                          | Richard   B. Myers, Director                                 |   | Dr. Ralph   L. Stevens, Director |
|                                                                                                                                                                                                          |                                                         |
| Date:   March 27, 2013                                                                                                                                                                                   | Date:   March 27, 2013                                  |
|                                                                                                                                                                                                          |                                                         |
| By:                                                                                                                                                                                                           | /s/   Frank O. White, Jr.                               |   | By: | /s/   John A. Wight, M.D. |
|                                                                                                                                                                                                          | Frank   O. White Jr., Director                               |   | Dr. John   A. Wight, Director |
|                                                                                                                                                                                                          |                                                         |
| Date:   March 27, 2013                                                                                                                                                                                   | Date:   March 27, 2013                                  |
|                                                                                                                                                                                                          |                                                         |
| By:                                                                                                                                                                                                           | /s/   Gerald N. Volk                                         |   | By: | /s/   Nancy E. Ryan |
|                                                                                                                                                                                                          | Gerald   N. Volk, Director                                   |   | Nancy   E. Ryan, Director |
|                                                                                                                                                                                                          |                                                         |
| Date:   March 27, 2013                                                                                                                                                                                   | Date:   March 27, 2013                                  |
|                                                                                                                                                                                                               |                                                              |  |  |  |  |

 

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