PATRIOT NATIONAL BANCORP INC

Quarterly Report • Sep 8, 2011

10-Q/A 1 c22244e10vqza.htm FORM 10-Q/A Form 10-Q/A PAGEBREAK

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10 Q/A

Amendment No. 1

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended June 30, 2011

Commission File No. 000-29599

PATRIOT NATIONAL BANCORP, INC.

(Exact name of registrant as specified in its charter)

Connecticut	06-1559137
(State of incorporation)	(I.R.S. Employer Identification Number)

900 Bedford Street, Stamford, Connecticut 06901 (Address of principal executive offices)

(203) 324-7500

(Registrant’s telephone number)

Check whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company in Rule 12b-2 of the Exchange Act:

Large Accelerated Filer o Accelerated Filer o Non-Accelerated Filer o Smaller Reporting Company þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 126-2 of the Exchange Act):

Yes o No þ

State the number of shares outstanding of each of the registrant’s classes of common equity, as of the latest practicable date.

Common stock, $0.01 par value per share, 38,362,727 shares outstanding as of the close of business July 29, 2011.

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TABLE OF CONTENTS

Item 6. Exhibits	4
SIGNATURES	6
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

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PATRIOT NATIONAL BANCORP, INC.

EXPLANATORY NOTE

The purpose of this Amendment No. 1 to Patriot National Bancorp, Inc. Quarterly Report on Form 10-Q for the period ended June 30, 2011, filed with the Securities and Exchange Commission on August 12, 2011, (“Form 10-Q”), is solely to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the consolidated financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language).

No other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.

Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

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Item 6: Exhibits

No.	Description
2	Agreement and Plan of Reorganization dated as of June 28, 1999 between Bancorp and
the Bank (incorporated by reference to Exhibit 2 to Bancorp’s Current Report on Form 8-K
dated December 1, 1999 (Commission File No. 000-29599)).
3(i)	Certificate of Incorporation of Bancorp, (incorporated by reference to Exhibit 3(i)
to Bancorp’s Current Report on Form 8-K dated December 1, 1999 (Commission File No.
000-29599)).
3(i)(A)	Certificate of Amendment of Certificate of Incorporation of Patriot National Bancorp,
Inc. dated July 16, 2004 (incorporated by reference to Exhibit 3(i)(A) to Bancorp’s Annual
Report on Form 10-KSB for the year ended December 31, 2004 (Commission File No.
000-29599)).
3(i)(B)	Certificate of Amendment of Certificate of Incorporation of Patriot National Bancorp,
Inc. dated June 15, 2006 (incorporated by reference to Exhibit 3(i)(B) to Bancorp’s
Quarterly Report of Form 10-Q for the quarter ended September 30, 2006 (commission File
No. 000-29599)).
3(i)(C)	Certificate of Amendment to the Certificate of Incorporation of Patriot
National Bancorp, Inc., filed with the Secretary of State of the State of Connecticut on
October 6, 2010 (incorporated by reference to Exhibit 3.1 to Bancorp’s Current Report on
Form 8-K dated October 20, 2010 (Commission File No. 000- 29599)).
3(i)(D)	Registration Rights Agreement, dated as of October 15, 2010, by and between Patriot
National Bancorp, Inc. and PNBK Holdings LLC (incorporated by reference to Exhibit 10.1 to
Bancorp’s Current Report on Form 8-K dated October 20, 2010 (Commission File No.
000-29599)).
3(ii)	Amended and Restated By-laws of Bancorp (incorporated by reference to Exhibit 3(ii)
to Bancorp’s Current Report on Form 8-K dated November I, 2010 (Commission File No.
000-29599)).
10(a)(1)	2001 Stock Appreciation Rights Plan of Bancorp (incorporated by reference to Exhibit
10(a)(1) to Bancorp’s Annual Report on Form 10-KSB for the year ended December 31, 2001
(Commission File No. 000-29599)).
10(a)(3)	Employment Agreement, dated as of October 23, 2000, as amended by a First Amendment,
dated as of March 21, 2001, among the Bank, Bancorp and Charles F. Howell (incorporated by
reference to Exhibit 10(aX4) to Bancorp’s Annual Report on Form 10-KSB for the year ended
December 31, 2000 (Commission File No. 000-29599)).
10(a)(4)	Change of Control Agreement, dated as of January 1, 2007 among Angelo De Caro, and
Patriot National Bank and Bancorp (incorporated by reference to Exhibit 10(a)(4) to
Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2006 (Commission File
No. 000-29599)).
10(a)(5)	Employment Agreement dated as of January 1, 2008 among Patriot National Bank, Bancorp
and Robert F. O’Connell (incorporated by reference to Exhibit 10(a)(5) to Bancorp’s Annual
Report on Form 10-K for the year ended December 31, 2007 (Commission File No. 000-29599)).
10(a)(6)	Change of Control Agreement, dated as of January 1, 2007 among Robert F. O’Connell,
Patriot National Bank and Bancorp (incorporated by reference to Exhibit 10(a)(6) to
Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2006 (Commission File
No. 000-29599)).
10(a)(9)	License agreement dated July 1, 2003 between Patriot National Bank and L. Morris
Glucksman (incorporated by reference to Exhibit 10(a)(9) to Bancorp’s Annual Report on
Form 10-KSB for the year ended December 31, 2003 (Commission File No. 000-29599))
10(a)(10)	Employment Agreement dated as of January 1, 2007 among Patriot National Bank, Bancorp
and Charles F. Howell (incorporated by reference to Exhibit 10(a)(10) to Bancorp’s Annual
Report on Form 10-K for the year ended December 31, 2006 (Commission File No. 000-29599)).
10(a)(11)	Change of Control Agreement, dated as of January I, 2007 among Charles F. Howell,
Patriot National Bank and Bancorp (incorporated by reference to Exhibit 10(a)(1 I) to
Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2006 (Commission File
No. 000-29599)).
10(a)(12)	2005 Director Stock Award Plan (incorporated by reference to Exhibit 10(a)(12) to
Bancorp’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006 (Commission
File No. 000 — 295999)).
10(a)(13)	Change of Control Agreement, dated as of January 1, 2007 between Martin G. Noble and
Patriot National Bank (incorporated by reference to Exhibit 10(a)(13) to Bancorp’s Annual
Report on Form 10-K for the year ended December 31, 2006 (Commission File No. 000-29599)).
10(a)(14)	Change of Control Agreement, dated as of January 1, 2007 among Philip W. Wolford,
Patriot National Bank and Bancorp (incorporated by reference to Exhibit 10(a)(14) to
Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2006 (Commission File
No. 000-29599)).
10(a)(15)	Formal Written Agreement between Patriot National Bank and the Office of the
Comptroller of the Currency (incorporated by reference to Exhibit 10(a)(15) to Bancorp’s
Current Report on Form 8-K dated February 9, 2009 (Commission File No. 000-29599)).
10(a)(16)	Securities Purchase Agreement by and among Patriot National Bancorp, Inc., Patriot
National Bank and PNBK Holdings LLC dated as of December 16, 2009 (incorporated by
reference to Exhibit 10.1 to Bancorp’s Current Report on Form 8-K dated December 17,
2009).
10(a)(17)	First Amendment to Securities Purchase Agreement by and among Patriot National
Bancorp, Inc., Patriot National Bank and PNBK Holdings LLC dated as of May 3, 2010.
(incorporated by reference to Exhibit 10(a) to Bancorp’s Current Report on Form 8-K dated
May 4, 2010).
10(a)(18)	Purchase and Sale Agreement, dated February 25, 2011, by and among Patriot National
Bank, Pinpat Acquisition Corporation and ES Ventures One LLC (incorporated by reference to
Exhibit 2.1 to Bancorp’s Current Report on Form 8-K dated March 29, 2011).
10(a)(19)	Formal Written Agreement between Patriot National Bank and the Federal Reserve Bank
of New York (as incorporated by reference to Exhibit 10(a)(16) to Bancorp’s Annual Report
on Form 10-K for the year ended December 31, 2010).
10(c)	1999 Stock Option Plan of the Bank (incorporated by reference to Exhibit 10(c) to
Bancorp’s Current Report on Form 8-K dated December 1, 1999 (Commission File No.
000-29599)).

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No.	Description
14	Code of Conduct for Senior Financial Officers (incorporated by reference to Exhibit
14 to Bancorp’s Annual Report on Form 10 — KSB for the year ended December 31, 2004
(Commission File No. 000-29599).
21	Subsidiaries of Bancorp (incorporated by reference to Exhibit 21 to Bancorp’s Annual
Report on Form 10-KSB for the year ended December 31, 1999 (Commission File No.
000-29599)).
31(1)	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer (incorporated by
reference to Exhibit 34(1) to Bancorp’s Quarterly Report on Form 10-Q for the quarter
ended June 30, 2011).
31(2)	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer (incorporated by
reference to Exhibit 34(2) to Bancorp’s Quarterly Report on Form 10-Q for the quarter
ended June 30, 2011).
32	Section 1350 Certifications (incorporated by reference to Exhibit 32 to Bancorp’s
Quarterly Report on Form 10-Q for the quarter ended June 30, 2011).
101	The following materials from Patriot National Bancorp, Inc.’s Quarterly Report on Form
10-Q for the three months ended June 30, 2011, formatted in XBRL (eXtensible Business
Reporting Language): (i) Consolidated Balance Sheets (unaudited) as of June 30, 2011 and
December 31, 2010; (ii) Statements of Operations (unaudited) for the three and six months
ended June 30, 2011 and June 30, 2010; (iii) Consolidated Statements of Changes in
Shareholders’ Equity (unaudited) for the six months ended June 30, 2011 and June 30, 2010;
(iv) Consolidated Statements of Cash Flows (unaudited) for the three and six months ended
June 30, 2011 and June 30, 2010 and (v) Notes to the Unaudited Consolidated Financial
Statements (unaudited).

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SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Patriot National Bancorp, Inc. (Registrant)
By:	/s/ Robert F. O’Connell
	Robert F. O’Connell,
	Senior Executive Vice President Chief Financial Officer (On behalf of the registrant and as chief financial officer)

September 8, 2011

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