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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K/A
 (Amendment No. 1)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2009
 Commission file number 0-17455
 Comm Bancorp, Inc.
  Pennsylvania
    
    23-2242292(State or other jurisdiction of incorporation
    
    (I.R.S. Employer Identification Number)or organization)125 North State Street, Clarks Summit, PA
    
    18411(Address of principal executive offices)
    
    (Zip Code)
 (570) 586-0377
  Title of each class
    
    Name of each exchange on which registeredNone
    
    The NASDAQ Stock Market
  Common Stock, par value $0. 33 per share
 Yes o No þ
 Yes o No þ
 Yes þ No o
 Yes o No o
 þ
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ
 Yes o No þ
 $50,703,080 at June 30, 2009.
 1,722,923 at March 10, 2010.
 DOCUMENTS INCORPORATED BY REFERENCE




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EXPLANATORY NOTE
    
    
    an increase of $7,000,000 in the allowance for loan losses at December 31, 2009;
 
    
    an increase in the provision for loan losses of $7,000,000 for the year ended December 31,
2009;
 
    
    a change in earnings for the year ended December 31, 2009, from net income of $50,000 or
$0.03 per share to a net loss of $4,570,000 or $2.65 per share; and
 
    
    a decrease of $4,620,000 in stockholders equity from $54,954,285 or $31.93 per share to
$50,334,285 or $29.25 per share.
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COMM BANCORP, INC.
FORM 10-K/A INDEX
 PageSpecial Note Regarding Forward-Looking Statements
    
    
    4Part IItem 1. Business
    
    
    6Part IIItem 6. Selected Financial Data
    
    
    20Item 7. Managements Discussion and Analysis of Financial
Condition and Results of Operations
    
    
    21Item 8. Financial Statements and Supplementary Data
    
    
    21Item 9A. Controls and Procedures
    
    
    21Part IVItem 15. Exhibits and Financial Statement Schedules
    
    
    22Signatures
    
    
    24Exhibit Index
    
    
    26
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COMM BANCORP, INC.
FORM 10-K/A
 
 Special Note Regarding Forward-Looking Statements
  
    
    Changes in interest rates and valuations in the debt, equity and other financial
markets;
 
    
    Disruptions in the liquidity and other functioning of financial markets,
including such disruptions in the market for real estate and other assets commonly
securing financial products;
 
    
    Actions of the Federal Reserve Board and other government agencies, including
those that impact money supply and market interest rates;
 
    
    Changes in our customers and suppliers performance in general and their
creditworthiness in particular;
 
    
    Changes in customer preferences and behavior, whether as a result of changing
business and economic conditions or other factors;
 
    
    Changes resulting from the newly enacted Emergency Economic Stabilization Act of
2008;
 
    
    A continuation of recent turbulence in significant segments of the United States
and global financial markets, particularly if it worsens, that could impact our
performance, both directly by affecting our revenues and the value of our assets and
liabilities, and indirectly by affecting our customers and suppliers and the economy
generally;
 
    
    Changes in local, regional and national economic conditions and our assessment of
the impact of those changes on our estimates, including the allowance for loan losses;
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
    
    Changes in the competitive landscape that could impact our business and financial
performance as the financial industry restructures in the current environment;
    
    Current economic and financial market conditions, as our forward-looking financial statements
are subject to the risk that these conditions will be substantially different than we are
currently expecting. These statements are based on our current expectations that interest
rates will remain low through 2010 with continued wide
market credit spreads and our view that economic trends currently point to a continuation of
severe recessionary conditions through 2010;
    
    Legal and regulatory developments that could have an impact on our ability to operate our
businesses, financial condition, results of operations, competitive position or reputation.
Reputational impacts, in turn, could affect matters such as business generation and retention,
our ability to attract and retain management, liquidity and funding. These legal and
regulatory developments could include: (i) the unfavorable resolution of legal proceedings or
regulatory and other governmental inquiries; (ii) increased litigation risk from recent
regulatory and other governmental developments; (iii) the results of the regulatory
examination process, and regulators future use of supervisory and enforcement powers; (iv)
legislative and regulatory reforms, including changes to laws and regulations involving tax,
pension, education and mortgage lending, the protection of confidential customer information,
and other aspects of the financial institution industry; and (v) changes in accounting
policies and principles;
    
    Our ability to identify and effectively manage risks inherent in our businesses, including
where appropriate, through the effective use of third-party insurance and capital management
techniques;
    
    Our ability to anticipate and implement technological changes that can have an impact on our
ability to respond to customer needs and to meet competitive demands;
    
    Our ability to implement our business initiatives and strategies that could affect our
financial performance over the next several years;
    
    Competition that can impact our customer acquisition, growth and retention, as well as our
credit spreads and product pricing, which can affect market share, deposits and revenues; and
    
    Widespread natural disasters, terrorist activities or international hostilities, either as a
result of the impact on the economy and capital and other financial markets generally, or on
us or on our customers and suppliers.
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Part I
 
 Item 1. Business
 General
  
    
    $652.2 million in total assets;
 
    
    $476.9 million in loans;
 
    
    $590.8 million in deposits; and
 
    
    $ 50.3 million in stockholders equity.
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Supervision and Regulation
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Intercompany Transactions
  Supervisory Agencies
   SM SM
  8




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Support of Community Bank
   Liability of Commonly Controlled Banks
   Depositor Preference Statute
  Capital Requirements
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Dividend Restrictions
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Deposit Insurance Assessments
   11




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12




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Emergency Economic Stabilization Act of 2008
    13




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Interstate Banking and Branching
    14




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Control Acquisitions
  Permitted Nonbanking Activities
  Financial Services Modernization
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Privacy
  Community Reinvestment Act
  Terrorist Activities
  The USA PATRIOT Act
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Subprime and Predatory Lending
   
    
    An annual percentage rate exceeding 8.0 percentage points for 1st lien
loans or 10.0 percentage points for subordinate lien loans above comparable term U.S.
Treasury securities; and/or
 
    
    Total points and fees payable by the consumer at or before closing that exceed
the greater of 8.0 percent of the total loan amount or $480 for the year 2002 adjusted
for each calendar year based on the consumer price index.
 Mortgage Lending Acts
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
    
    A refinance option for homeowners that are current in their mortgage payments and
whose mortgages are owned by the Federal National Mortgage Association (FNMA) or the
Federal Home Loan Mortgage Corporation (FHLMC);
 
    
    A homeowner stability initiative to prevent foreclosures and help eligible
borrowers stay in their homes by offering loan modifications that reduce mortgage
payments to more sustainable levels; and
 
    
    An increase in U.S. Treasury funding to FNMA and FHLMC to allow them to lower
mortgage rates.
  Credit Card Reform
  Overdraft Fee Regulation
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Sales of Insurance
  Corporate Governance
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Regulatory Reform
  Community Bank
  Available Information
  
 Item 6. Selected Financial Data
   20




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Item 7. Managements Discussion and Analysis of Financial Condition and Results of
Operations
  
 Item 8. Financial Statements and Supplementary Data
  
 Item 9A. Controls and Procedures
 Disclosure Controls and Procedures
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Changes in Internal Control over Financial Reporting
  Remediation Steps to Address Material Weakness
  
 Part IV
 
 Item 15. Exhibits and Financial Statement Schedules
 (a)
    
    1.
    
    The consolidated financial statements and notes to these statements
as well as the applicable report of the independent registered public accounting firm are
filed at Exhibit 13 to this report and are incorporated in their entirety by reference
under this Item 15(a)1.
 2.
    
    All schedules are omitted because they are not applicable or the required information
is shown in the financial statements or notes to these statements.
 3.
    
    The exhibits required by Item 601 of Regulation S-K are included under Item 15(b) to
this report.
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(b)
    
    Exhibits required by Item 601 of Regulation S-K:
 Exhibit NumberReferred toItem 601 ofRegulation S-K
    
    Description of Exhibit2
    
    
    None.3
    (i)
    
    Articles of Incorporation, as amended, filed at Exhibit 3(i) to our Annual
Report on Form 10-K for the year ended December 31, 2006, Commission file
number 0-17455 on March 30, 2007, and incorporated hereto by reference.3
    (ii)

    
    Bylaws, as amended, filed at Exhibit 3(ii) to our Annual Report on Form 10-K
for the year ended December 31, 2006, Commission file number 0-17455 on March
30, 2007, and incorporated hereto by reference.4
    
    
    None.9
    
    
    None.10
    
    
    Executive Employment Agreements of Scott A. Seasock and William R. Boyle filed
as Exhibits 10.01 and 10.02 to our Quarterly Report on Form 10-Q for the
quarter ended September 30, 2001, Commission file number 0-17455 on November
13, 2001, and incorporated hereto by reference. Executive Employment Agreement
of William F. Farber, Sr. filed as Exhibit 10.1 to our Current Report on Form
8-K, Commission file number 0-17455 on March 2, 2010, and incorporated hereto
by reference. First amendment to Executive Employment Agreement of Scott A.
Seasock filed as Exhibit 10.1 to our Current Report on Form 8-K, Commission
file number 0-17455 on March 19, 2010, and incorporated hereto by reference.11
    
    
    None.12
    
    
    None.13
    
    
    Portions of the Annual Report to Stockholders for Fiscal Year Ended December
31, 2009.14
    
    
    Code of Ethics, filed at Exhibit 14 to our Annual Report on Form 10-K for the
year ended December 31, 2003, Commission file number 0-17455 on March 29, 2004,
and incorporated hereto by reference.16
    
    
    None.18
    
    
    None.21
    
    
    List of Subsidiaries, filed at Exhibit 21 to our Annual Report on Form 10-K
for the year ended December 31, 2009, Commission file number 0-17455 on March
29, 2010, and incorporated hereto by reference.22
    
    
    None.23
    
    
    None.24
    
    
    None.31
    (i)
    
    CEO certification pursuant to Rule 13a-14(a)/15d-14(a).
CFO certification pursuant to Rule 13a-14(a)/15d-14(a).31
    (ii)

    
    Not Applicable.32
    
    
    CEO certification pursuant to Section 1350.
CFO certification pursuant to Section 1350.33
    
    
    Not Applicable.34
    
    
    Not Applicable.35
    
    
    Not Applicable.99
    (i)
    
    Charter of the Joint Audit Committee, as amended, filed at Exhibit 99(i) to
our Annual Report on Form 10-K for the year ended December 31, 2006,
Commission file number 0-17455 on March 30, 2007, and incorporated hereto by
reference.100
    
    
    None.
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Signatures
  COMM BANCORP, INC.
    
    
    
    Date(Registrant)BY:
    
    /s/ William F. Farber, Sr.
    
    
    
    May 17, 2010William F. Farber, Sr.,President and Chief Executive OfficerChairman of the Board(Principal Executive Officer)
  Signature and Capacity
    
    
    
    Date/s/ David L. Baker
    
    
    
    May 17, 2010David L. Baker, Director/s/ William F. Farber, Sr.
    
    
    
    May 17, 2010William F. Farber, Sr.,President and Chief Executive OfficerChairman of the Board/Director(Principal Executive Officer)/s/ Judd B. Fitze
    
    
    
    May 17, 2010Judd B. Fitze, Director/s/ Dean L. Hesser

Dean L. Hesser, Director
    
    
    
    May 17, 2010/s/ John P. Kameen
    
    
    
    May 17, 2010John P. Kameen, Secretary/Director/s/ Erwin T. Kost
    
    
    
    May 17, 2010Erwin T. Kost, Director
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Signature and Capacity
    
    
    
    Date/s/ Susan F. Mancuso
    
    
    
    May 17, 2010Susan F. Mancuso, Director/s/ Joseph P. Moore, III
    
    
    
    May 17, 2010Joseph P. Moore, III, Director/s/ Scott A. Seasock
    
    
    
    May 17, 2010Scott A. Seasock, Executive Vice President andChief Financial Officer(Principal Financial Officer)/s/ Stephanie A. Westington
    
    
    
    May 17, 2010Stephanie A. Westington, CPAVice President of Finance(Principal Accounting Officer)
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EXHIBIT INDEX
 ExhibitNumber
    
    Description
    
    Page13
    
    
    Portions of the Amended Annual Report to Stockholders
for Fiscal Year Ended December 31, 2009.
    
    
    2731
    (i)
    
    CEO Certification Pursuant to Rule 13a-14(a)/15d-14(a).

CFO Certification Pursuant to Rule 13a-14(a)/15d-14(a).
    
    
    14132
    
    
    CEO Certification Pursuant to Section 1350.
CFO Certification Pursuant to Section 1350.
    
    
    143
  26