10-K/A 1 w11661ke10vkza.txt FORM 10-K/A CCFNB BANCORP, INC. 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, 2004 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from _____________to________________ Commission file Number: 0-19028 CCFNB BANCORP, INC. (Name of small business issuer in its charter) PENNSYLVANIA 23-2254643 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 232 East Street, Bloomsburg, Pennsylvania 17815 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (570) 784-4400 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $1.25 per share. 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 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 [X] No [ ] 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. [ ] Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes [ ] No [X] The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant based on the average of the bid and asked prices of $27.28 at February 28, 2005, was $34,484,184. As of February 28, 2005, the Registrant had outstanding 1,264,083 shares of its common stock, par value $1.25 per share. Page 1 of 12 Exhibit Index on Page 8 CCFNB BANCORP, INC. FORM 10-K/A This amendment to our annual report for the year ended December 31, 2005 is the result of a staff review by the Division of Corporation Finance which requested clarification of the date of the evaluation of the effectiveness of our disclosure controls and procedures. Moreover, the staff review requested that we revise our discussion of controls and procedures for our quarterly report for the period ended 31 March 2005 which we have also done and filed with the Commission. This amendment to our Form 10-K contains a revision to Item 9A, relating to controls and procedures. 2 CCFNB BANCORP, INC. FORM 10-K/A INDEX

Page ---- ITEM 9A. CONTROLS AND PROCEDURES...................................................... 4 ITEM 15. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K............ 5 SIGNATURES............................................................................ 6 INDEX TO EXHIBITS..................................................................... 8

3 ITEM 9A. CONTROLS AND PROCEDURES EVALUATION OF OUR DISCLOSURE CONTROLS AND INTERNAL CONTROLS. We evaluated the effectiveness of the design and operation of our "disclosure controls and procedures" (Disclosure Controls), and our "internal controls and procedures for financial reporting" (Internal Controls). This evaluation (the Controls Evaluation) was done under the supervision and with the participation of management, including our Chief Executive Officer (CEO) and Chief Financial Officer (Treasurer). Rules adopted by the SEC require that, in this section of this report, we present the conclusions of the CEO and the Treasurer about the effectiveness of our Disclosure Controls and Internal Controls as of December 31, 2004. CEO AND CFO CERTIFICATIONS. Appearing at Exhibits 31.1, 31.2, 32.1 and 32.2 of this amended report are two separate forms of "Certifications" for each of the CEO and the Treasurer. This section of this amended report which you are currently reading is the information concerning the Controls Evaluation referred to in the Section 302 Certification and this information should be read in conjunction with the Section 302 Certification for a more complete understanding of the topics presented. DISCLOSURE CONTROLS AND INTERNAL CONTROLS. Disclosure Controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934 (Exchange Act), such as this amended report, is recorded, processed, summarized and reported within the time periods specified in the Commission's rules. Disclosure Controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the CEO and Treasurer, as appropriate, to allow timely decisions regarding required disclosure. Our Company has created a disclosure committee. The committee consists of ten key management personnel. The purpose of the committee is to verify that all internal controls and procedures are in place in each area of authority. Whistle Blowing procedures have been put in place and communicated to all directors and employees. The disclosure committee meets quarterly before each quarter end. We design Internal Controls procedures with the objective of providing reasonable assurance that: (1) our transactions are properly authorized; (2) our assets are safeguarded against unauthorized or improper use; and (3) our transactions are properly recorded and reported, all to permit the preparation of our financial statements in conformity with generally accepted accounting principals. LIMITATIONS ON THE EFFECTIVENESS OF CONTROLS. Our management, including the CEO and Treasurer, does not expect that our Disclosure Controls or our Internal Controls will prevent all error or all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits or controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company and the Bank have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, a control system may become inadequate because of changes in conditions, or the degree of compliance with the policies and procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. SCOPE OF THE CONTROLS EVALUATION. The CEO and Treasurer evaluation of our Disclosure Controls and Internal Controls included a review of such controls' objectives and design, such control's implementation by us and the Bank and the effect of these controls on the information generated for use in this amended report. In the course of the Controls Evaluation, we sought to identify data errors, controls problems or acts of fraud and to confirm that appropriate corrective action, including process improvements, were being undertaken. This type of evaluation will be done on a quarterly basis so that the conclusions concerning controls effectiveness can be reported in our Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K. Our Internal Controls are also evaluated on an ongoing basis by our Outside Internal Auditors, by other personnel in the Bank and by our external independent auditors in connection with their audit and review activities. The overall goals of these various evaluation activities are to monitor our Disclosure Controls and Internal Controls and to make modifications as necessary. Our intent in this regard is that the Disclosure Controls and Internal Controls will be maintained as dynamic systems that change (including with improvements and corrections) as conditions warrant. Among other matters, we sought in our evaluation to determine whether there were any "significant deficiencies" or "material weaknesses" in our and the Bank's Internal Controls, or whether we had identified any acts of fraud involving personnel who have a significant role in our and the Bank's Internal Controls. This information was important both for the Controls Evaluation generally and 4 because items 5 and 6 in the Section 302 Certifications of the CEO and Treasurer require that the CEO and Treasurer disclose that information to our Board's Audit Committee and to our independent auditors and to report on related matters in this section of our Annual Report, as amended. In the professional auditing literature, "significant deficiencies" are referred to as "reportable conditions"; these are control issues that could have a significant adverse effect on the ability to record, process, summarize and report financial data in the financial statements. A "material weakness" is defined in the auditing literature as a particularly serious reportable condition where the internal control does not reduce to a relatively low level the risk that misstatements caused by error or fraud may occur in amounts that would be material in relation to the financial statements and not be detected within a timely period by employees in the normal course of performing their assigned functions. In addition, we sought to deal with other controls matters in the Controls Evaluation, and in each case if a problem was identified, we considered what revision, improvement and/or correction to make in accord with our on-going procedures. In accord with Commission requirements, the CEO and Treasurer note that, as of December 31, 2004, there have been no significant changes in Internal Controls or in other factors that could significantly affect Internal Controls, including any corrective actions with regard to significant deficiencies and material weaknesses. CONCLUSIONS. Based upon the Controls Evaluation, our CEO and Treasurer have concluded that, as of December 31, 2004, subject to the limitations noted above, our Disclosure Controls are effective to ensure that material information relating to CCFNB Bancorp, Inc. and its consolidated subsidiaries is made known to management, including the CEO and Treasurer, particularly during the period when our Exchange Act periodic reports are being prepared, and that our Internal Controls are effective as of December 31, 2004, to provide reasonable assurance that our financial statements are fairly presented in conformity with generally accepted accounting principles. ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (c) Exhibits required by Item 601 of Regulation S-K:

Exhibit Number Referred to Item 601 of Regulation SK Description of Exhibit --------------------------- ---------------------------------------------------------- 2 None. 3 None. 4 None. 9 None. 10 None. 11 None. 12 None. 14 Code of Ethics* 16 None. 18 None. 21 List of Subsidiaries of the Company.* 22 None. 23 Consent of Independent Certified Public Accountants.* 24 None. 31.1 CEO certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended 31.2 Principal Financial Officer certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended 32.1 CEO certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended 32.2 Principal Financial Officer certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended

*Previously filed. 5 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 its annual report for the year ended December 31, 2005 to be signed on its behalf by the undersigned, thereunto duly authorized. CCFNB BANCORP, INC. (Bancorp) By: /s/ Lance O. Diehl Date: August 8, 2005 ------------------------------------------------- Lance O. Diehl President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this amendment to the annual report for the year ended December 31, 2005 has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. By: /s/ Edward L. Campbell Date: August 8, 2005 ------------------------------------------------- Edward L. Campbell Director and Secretary By: /s/ Robert M. Brewington, Jr. Date: August 8, 2005 ------------------------------------------------- Robert M. Brewington, Jr. Director By: /s/ Frank D. Gehrig Date: August 8, 2005 ------------------------------------------------- Frank D. Gehrig Director By: /s/ Lance O. Diehl Date: August 8, 2005 ------------------------------------------------- Lance O. Diehl President, Chief Executive Officer and Director By: /s/ Elwood R. Harding, Jr. Date: August 8, 2005 ------------------------------------------------- Elwood R. Harding, Jr. Director and Vice Chairman of the Board By: /s/ William F. Hess Date: August 8, 2005 ------------------------------------------------- William F. Hess Director 6 By: /s/ Willard H. Kile Date: August 8, 2005 ------------------------------------------------- Willard H. Kile, Jr. Director By: /s/ Charles E. Long Date: August 8, 2005 ------------------------------------------------- Charles E. Long Director By: /s/ Paul E. Reichart Date: August 8, 2005 ------------------------------------------------- Paul E. Reichart Director , Chairman of the Board By: /s/ Virginia D. Kocher Date: August 8, 2005 ------------------------------------------------- Virginia D. Kocher Treasurer and Assistant Secretary (Principal Financial and Accounting Officer) 7 INDEX TO EXHIBITS

Item Number Description Page ----------- --------------------------------------------------------------------------- ---- 31.1 CEO certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended..................................... 9 31.2 Principal Financial Officer certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended.................. 10 32.1 CEO certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended........................................................ 11 32.2 Principal Financial Officer certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended..................................... 12

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