**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**FORM 10-KSB/A**

 

**ý****                                ****ANNUAL REPORT PURSUANT TO SECTION13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004**

 

OR

 

**o****                                ****TRANSITION REPORT PURSUANT TOSECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934FOR THE TRANSITION PERIOD FROM                           TO                           **

 

**Commission file number 000-28333**

 

**CoastalBanking Company, Inc.**

(Exact name of registrantas specified in its charter)

 

| **South  Carolina**                        | ** ** | **58-2455445**                        |
|--------------------------------------------|------------|---------------------------------------|
| (State of  Incorporation)                  |       | (I.R.S. Employer  Identification No.) |
|                                       |       |                                  |
| **36 Sea  Island Parkway, Beaufort, S.C.** | ** ** | **29901**                             |
| (Address of principal  executive offices)  |       | (Zip Code)                            |

 

**(843)522-1228**

(Telephone Number)

 

Securities registered pursuant to Section 12(b) of theAct:  **None**

 

Securities registered pursuant to Section 12(g) of theAct:  **Common Stock**

 

Checkwhether the issuer (1) filed all reports required to be filed by Section 13 or15(d) of the Exchange Act during the past 12 months (or for such shorter periodthat the registrant was required to file such reports), and (2) has beensubject to such filing requirements for past 90 days.   Yes ý    No o

 

Check if there is no disclosureof delinquent filers in response to Item 405 of Regulation S-B in this form,and no disclosure will be contained, to the best of registrant’s knowledge, indefinitive proxy or information statements incorporated by reference in PartIII of this Form 10-KSB or any amendment to this Form 10-KSB.  o

 

Theissuer’s revenues (total interest income plus noninterest income) for its mostrecent fiscal year was $7,721,250.  As of March 28, 2005, 1,010,395 shares ofCommon Stock were issued and outstanding.

 

The estimated aggregate marketvalue of the Common Stock held by non-affiliates (shareholders holdingless than 5% of an outstanding class of stock, excluding directors andexecutive officers) of the Company on March18, 2005 is $12,454,626. This calculation is based upon an estimate of the fairmarket value of the Common Stock of $18.05 per share, which was the price ofthe last trade of which management is aware prior to this date. 

 

Transitional Small BusinessDisclosure Format.  (Check one):  Yes o       No ý

 

**DOCUMENTSINCORPORATED BY REFERENCE**

** **

TheCompany’s Annual Report to Shareholders for the year ended December 31, 2004 isincorporated by reference in this Form 10-KSB in Part II, Items 5, 6 and 7.

 

 

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EXPLANATORY NOTE

 

This 10-KSB/A is being filed to amend Exhibit 13 – Coastal BankingCompany, Inc. 2004 Annual Report, to revise the report of the independentregistered public accounting firm to properly evidence the signature of theaccounting firm that issued the report on the financial statements.  No other changes have been made to theoriginal 10-KSB.

 

2

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**Item 13.     Exhibits**

 
| 3.1    | Amended and  Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1  of the Registration Statement on Form SB-2, File No. 333-86371).                                                                                                                               |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                      |
| 3.2.   | Bylaws (incorporated  by reference to Exhibit 3.3 of the Registration Statement on Form SB-2, File  No. 333-86371).                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                      |
| 4.1.   | See Exhibits  3.1, 3.2, and 3.3 for provisions in the company’s Articles of Incorporation  and Bylaws defining the rights of holders’ of the common stock (incorporated  by reference to Exhibits 3.1 and 3.2 of the Registration Statement on Form  SB-2, File No. 333-86371). |
|   |                                                                                                                                                                                                                                                                                      |
| 4.2.   | Form of  certificate of common stock (incorporated by reference to Exhibit 4.2 of the  Registration Statement on Form SB-2, File No. 333-86371).                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                      |
| 10.1   | Employment  Agreement dated August 12, 1999 between the company and Randolph Kohn  (incorporated by reference to Exhibit 10.1 of the Registration Statement on  Form SB-2, File No. 333-86371).*                                                                                          |
|   |                                                                                                                                                                                                                                                                                      |
| 10.2   | Form of Stock  Warrant Agreement (incorporated by reference to Exhibit 10.8 of the  Registration Statement on Form SB-2, File No. 333-86371).*                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                      |
| 10.3   | Coastal Banking  Company, Inc. 2000 Stock Incentive Plan and Form of Stock Option Agreement  (incorporated by reference to Exhibit 10.7 of the Form 10-KSB for the period  ended December 31, 2002).*                                                                                     |
|   |                                                                                                                                                                                                                                                                                      |
| 10.4   | Lease Agreement  between Lowcountry National Bank and Bright O’Hare Moss Creek Partnership,  dated January 14, 2003 (incorporated by reference to Exhibit 10.7 of the Form  10-KSB for the period ended December 31, 2002).                                                          |
|   |                                                                                                                                                                                                                                                                                      |
| 10.5   | Form of  Lowcountry National Bank Director Deferred Fee Agreement (incorporated by  reference to Exhibit 10.5 of the Form 10-KSB for the period ended December  31, 2004).*                                                                                                               |
|   |                                                                                                                                                                                                                                                                                      |
| 10.6   | Form of  Lowcountry National Bank Executive Deferred Compensation Fee Agreement  (incorporated by reference to Exhibit 10.6 of the Form 10-KSB for the period  ended December 31, 2004).*                                                                                                 |
|   |                                                                                                                                                                                                                                                                                      |
| 13.1   | Company’s 2004  Annual Report.                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                      |
| 21     | Subsidiaries of  the Company (incorporated by reference to Exhibit 21 of the Form 10-KSB for  the period ended December 31, 2004).                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                      |
| 23     | Consent of  Independent Registered Public Accounting Firm (incorporated by reference to  Exhibit 23 of the Form 10-KSB for the period ended December 31, 2004).                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                      |
| 24     | Power of  Attorney (incorporated by reference to Exhibit 24 of the Form 10-KSB for the  period ended December 31, 2004).                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                      |
| 31.1   | Rule 13a-14(a)  Certification of the Chief Executive Officer.                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                      |
| 31.2   | Rule 13a-14(a)  Certification of the Chief Financial Officer.                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                      |
| 32     | Section 1350 Certifications.                                                                                                                                                                                                                                                              |

 

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| * | Management contract or compensatory plan or arrangement. |
|---|----------------------------------------------------------|

 

3

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**SIGNATURES**

 

In accordance withSection 13 or 15(d) of the Exchange Act, the registrant caused this report tobe signed on its behalf by the undersigned, thereunto duly authorized.

 
|   |           | COASTAL BANKING  COMPANY, INC.         |
|--------|----------------|----------------------------------------|
|   |           |                                   |
| Date:  | August 5, 2005 |                                   | By: | /s/ Randolph C. Kohn |   |
|   |           | Randolph C. Kohn                       |
|   |           | President and Chief  Executive Officer |
|        |                |                                        |  |  |  |

 

In accordance with theExchange Act, this report has been signed below by the following persons onbehalf of the registrant in the capacities and on the dates indicated.

 
| **Signature**             | ** ** | **Title** | ** **              | **Date** | ** **     |
|---------------------------|------------|-----------|-------------------------|----------|----------------|
|                      |       |      |                    |     |           |
| /s/ Marjorie Trask Gray*  |       |      |                    |     |           |   |
| Marjorie Trask Gray, DMD  |       |      | Director                |     | August 5, 2005 |   |
|                      |       |      |                    |     |           |   |
| /s/ Dennis O. Green*      |       |      |                    |     |           |   |
| Dennis O. Green, CPA      |       |      | Director, Vice-         |     | August 5, 2005 |   |
|                      |       |      | Chairman of the Board   |     |           |   |
| /s/ Mark B. Heles*        |       |      |                    |     |           |   |
| Mark B. Heles             |       |      | Director                |     | August 5, 2005 |   |
|                      |       |      |                    |     |           |   |
| /s/ James W. Holden*      |       |      |                    |     |           |   |
| James W. Holden, Jr., DVM |       |      | Director                |     | August 5, 2005 |   |
|                      |       |      |                    |     |           |   |
| /s/ Ladson F. Howell*     |       |      |                    |     |           |   |
| Ladson F. Howell          |       |      | Director                |     | August 5, 2005 |   |
|                      |       |      | Chairman of the Board   |     |           |   |
| /s/ James C. Key*         |       |      |                    |     |           |   |
| James C. Key              |       |      | Director                |     | August 5, 2005 |   |
|                      |       |      |                    |     |           |   |
| /s/ Randolph C. Kohn      |       |      |                    |     |           |   |
| Randolph C. Kohn          |       |      | Director, President and |     |           |   |
|                      |       |      | Chief Executive Officer |     | August 5, 2005 |   |
|                      |       |      |                    |     |           |   |
| /s/ Ron Lewis*            |       |      |                    |     |           |   |
| Ron Lewis                 |       |      | Director                |     | August 5, 2005 |   |
|                      |       |      |                    |     |           |   |
| /s/ James L. Pate, III*   |       |      |                    |     |           |   |
| James L. Pate, III        |       |      | Senior Vice President   |     | August 5, 2005 |   |
|                      |       |      | and Chief Financial     |     |           |   |
|                      |       |      | Officer                 |     |           |   |
| /s/ Lila N. Meeks*        |       |      |                    |     |           |   |
| Lila N. Meeks             |       |      | Director                |     | August 5, 2005 |   |
|                      |       |      |                    |     |           |   |
| /s/ Robert B. Pinkerton*  |       |      |                    |     |           |   |
| Robert B. Pinkerton       |       |      | Director                |     | August 5, 2005 |   |
|                      |       |      |                    |     |           |   |
| /s/ John M. Trask, III*   |       |      |                    |     |           |   |
| John M. Trask, III        |       |      | Director                |     | August 5, 2005 |   |

 

4

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| /s/ Matt A. Trumps*  |   |   |     |   |           |   |
|----------------------|--------|--------|----------|--------|----------------|--------|
| Matt A. Trumps       |   |   | Director |   | August 5, 2005 |   |
|                 |   |   |     |   |           |   |
| /s/ Randolph C. Kohn |   |   |     |   |           |   |
| Randolph C. Kohn     |   |   |     |   |           |   |
| As Attorney-in-fact  |   |   |     |   | August 5, 2005 |   |

 

5

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**Exhibit List**

** **
| 3.1    | Amended and Restated Articles of Incorporation  (incorporated by reference to Exhibit 3.1 of the Registration Statement on  Form SB-2, File No. 333-86371).                                                                                                                               |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                      |
| 3.2.   | Bylaws (incorporated by  reference to Exhibit 3.3 of the Registration Statement on Form SB-2, File No.  333-86371).                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                      |
| 4.1.   | See Exhibits 3.1, 3.2,  and 3.3 for provisions in the company’s Articles of Incorporation and Bylaws  defining the rights of holders’ of the common stock (incorporated by  reference to Exhibits 3.1 and 3.2 of the Registration Statement on Form SB-2,  File No. 333-86371). |
|   |                                                                                                                                                                                                                                                                                      |
| 4.2.   | Form of certificate of  common stock (incorporated by reference to Exhibit 4.2 of the Registration  Statement on Form SB-2, File No. 333-86371).                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                      |
| 10.1   | Employment Agreement  dated August 12, 1999 between the company and Randolph Kohn (incorporated by  reference to Exhibit 10.1 of the Registration Statement on Form SB-2, File  No. 333-86371).*                                                                                          |
|   |                                                                                                                                                                                                                                                                                      |
| 10.2   | Form of Stock Warrant  Agreement (incorporated by reference to Exhibit 10.8 of the Registration  Statement on Form SB-2, File No. 333-86371).*                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                      |
| 10.3   | Coastal Banking  Company, Inc. 2000 Stock Incentive Plan and Form of Stock Option Agreement  (incorporated by reference to Exhibit 10.7 of the Form 10-KSB for the period  ended December 31, 2002).*                                                                                     |
|   |                                                                                                                                                                                                                                                                                      |
| 10.4   | Lease Agreement between  Lowcountry National Bank and Bright O’Hare Moss Creek Partnership, dated  January 14, 2003 (incorporated by reference to Exhibit 10.7 of the Form  10-KSB for the period ended December 31, 2002).                                                          |
|   |                                                                                                                                                                                                                                                                                      |
| 10.5   | Form of Lowcountry  National Bank Director Deferred Fee Agreement (incorporated by reference to  Exhibit 10.5 of the Form 10-KSB for the period ended December 31, 2004).*                                                                                                                |
|   |                                                                                                                                                                                                                                                                                      |
| 10.6   | Form of Lowcountry  National Bank Executive Deferred Compensation Fee Agreement (incorporated by  reference to Exhibit 10.6 of the Form 10-KSB for the period ended December  31, 2004).*                                                                                                 |
|   |                                                                                                                                                                                                                                                                                      |
| 13.1   | Company’s 2004 Annual  Report.                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                      |
| 21     | Subsidiaries of  the Company (incorporated by reference to Exhibit 21 of the Form 10-KSB for  the period ended December 31, 2004).                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                      |
| 23     | Consent of  Independent Registered Public Accounting Firm (incorporated by reference to  Exhibit 23 of the Form 10-KSB for the period ended December 31, 2004).                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                      |
| 24     | Power of  Attorney (incorporated by reference to Exhibit 24 of the Form 10-KSB for the  period ended December 31, 2004).                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                      |
| 31.1   | Rule 13a-14(a)  Certification of the Chief Executive Officer.                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                      |
| 31.2   | Rule 13a-14(a)  Certification of the Chief Financial Officer.                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                      |
| 32     | Section 1350  Certifications.                                                                                                                                                                                                                                                             |

 

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| * | Management contract or compensatory plan or arrangement. |
|---|----------------------------------------------------------|

 

6

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