Item 4. Submission of Matters to a Vote of Security Holders
Not Applicable.
PART II
Item 5.
Item 5. Market for the Company’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
The information set forth under the captions “Stock Market Information”; “Price Summary”; and “Cash Dividends” in the 2004 Annual Report to Stockholders (filed as Exhibit 13 to this report) is incorporated herein by reference.
The following table sets forth information in connection with purchases made by, or on behalf of, the Company of shares of the Company’s common stock during the quarterly period ended December 31, 2004.
(1) On April 17, 2002, the Company’s Board of Directors authorized the repurchase of up to 200,000 shares of the Company’s common stock either in open market or private transactions. On February 19, 2003, the Company’s Board of Directors authorized the repurchased of an additional 200,000 shares. (No time limit has been set for the completion of the plans.)
Item 6.
Item 6. Selected Financial Data
The information set forth under the caption “Selected Consolidated Financial Data” in the 2004 Annual Report to Stockholders (filed as Exhibit 13 to this report) is incorporated herein by reference.
Item 7.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The information set forth under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the 2004 Annual Report to Stockholders (filed as Exhibit 13 to this report) is incorporated herein by reference.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
The information set forth under the caption “Quantitative and Qualitative Disclosures about Market Risk” in the 2004 Annual Report to Stockholders (filed as Exhibit 13 to this report) is incorporated herein by reference.
Item 8.
Item 8. Financial Statements and Supplementary Data
The consolidated financial statements and related notes including the information in the unaudited Note 17, “Quarterly Financial Data (Unaudited)” of the Company and the Independent Auditors’ Report as set forth in the 2004 Annual Report to Stockholders (filed as Exhibit 13 to this report) are incorporated herein by reference.
The portions of the 2004 Annual Report to Stockholders which are not specifically incorporated by reference as a part of this Form 10-K are not deemed to be a part of this report.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A.
Item 9A. Controls and Procedures
Disclosure Control and Procedures
As of the end of the period covered by this report, an evaluation was carried out under the supervision and with the participation of Northern States Financial Corporation’s management, including our Chairman of the Board and President and Vice President and Treasurer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934). Based on and as of the date of their evaluation, our Chairman of the Board and President and Vice President and Treasurer have concluded that the Company’s disclosure controls and procedures are effective, in all material respects, to ensure that information required to be disclosed by Northern States Financial Corporation in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Commission rules and forms.
Internal Control Over Financial Reporting
The Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) and the SEC’s related rules and regulations impose on the Company requirements regarding corporate governance and financial reporting. One requirement, arising under Section 404 of Sarbanes-Oxley, beginning with this Annual Report on Form 10-K, is for management to report on the Company’s internal control over financial reporting and for the Company’s independent registered public accounting firm to attest to management’s report. In late November 2004, the SEC issued an exemptive order providing a 45-day extension for the filing of these reports and attestations by eligible companies. The Company has elected to rely on this 45-day extension, and therefore, this Annual Report on Form 10-K for the fiscal year ended December 31, 2004 does not include this report and attestation. The Company intends to include this report and attestation in an amendment to this Annual Report on Form 10-K in accordance with the SEC’s exemptive order.
During 2004, we spent considerable time and resources analyzing, documenting and testing our system of internal control over financial reporting. Currently, we are not aware of any material weaknesses in our internal control over financial reporting and related disclosures.
There were no changes in the Company’s internal control over financial reporting during the three months ended December 31, 2004 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Item 9B.
Item 9B. Other Information
None.
PART III
Item 10.
Item 10. Directors and Executive Officers of the Company
DIRECTORS - The information called for by this item with respect to Directors of the Company is set forth under the caption “Directors” in the Company’s definitive proxy statement, relating to its 2005 Annual Meeting of Stockholders (the “Proxy Statement”), to be filed within 120 days of December 31, 2004 and is incorporated herein by reference as if set forth in full herein as permitted by the General Instruction G(3) to Form 10-K.
EXECUTIVE OFFICERS - The Company’s only executive officer is Mr. Fred Abdula, the President of the Company. The information called for by this item with respect to Mr. Abdula is set forth under the caption “Directors” in the Company’s Proxy Statement is incorporated herein by reference as if set forth in full herein as permitted by the General Instruction G(3) to Form 10-K.
The information set forth under “Section 16(a) Beneficial Ownership Reporting Compliance” in the Company’s Proxy Statement is incorporated herein by reference as if set forth in full herein as permitted by the General Instruction G(3) to Form 10-K.
The Company has adopted a code of ethics as required by the listing standards of the Nasdaq National Market and the rules of the SEC. This code applies to the directors and officers of the Company and its subsidiaries. The Company will file on Form 8-K any amendments to, or waivers from, the code of ethics applicable to any of its directors or executive officers.
The information called for by this item is set forth under the caption “Executive Compensation” and “Summary Compensation Table” in the Company’s Proxy Statement is incorporated herein by reference as if set forth in full herein as permitted by the General Instruction G(3) to Form 10-K.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information set forth under the caption “Security Ownership of Certain Beneficial Owners and Management” in the Company’s Proxy Statement is incorporated herein by reference as if set forth in full herein as permitted by the General Instruction G(3) to Form 10-K.
The Company currently has no equity compensation plans and accordingly, there are no outstanding options, warrants or rights to purchase any of the Company’s equity securities.
Item 13.
Item 13. Certain Relationships and Related Transactions
The information called for by this item is set forth under the caption “Compensation Committee Interlocks and Insider Participation” in the Company’s Proxy Statement is incorporated herein by reference as if set forth in full herein as permitted by the General Instruction G(3) to Form 10-K.
Item 14.
Item 14. Principal Accounting Fees and Services
The information called for by this item is set forth under the caption “Selection of Independent Auditors” in the Company’s Proxy Statement is incorporated herein by reference as if set forth in full herein as permitted by the General Instruction G(3) to Form 10-K.
PART IV
Item 15.
Item 15. Exhibits, Financial Statement Schedules
(a) 1. Financial Statements
All financial statements of the Company are incorporated herein by reference as set forth under Item 8, Part II of this report on
Form 10-K.
2. Financial Statement Schedules Not applicable
3. Exhibits (Numbered in accordance with Item 601 of Regulation S-K)
The following exhibits are filed as part of this report:
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 hereunto duly authorized, on this 16th day of March 2005.
NORTHERN STATES FINANCIAL
CORPORATION
(Registrant)
/s/ Fred Abdula
Fred Abdula,
Chairman of the Board and President
(Principal Executive Officer)
/s/ Thomas M. Nemeth
Thomas M. Nemeth,
Vice President and Treasurer
(Principal Financial Officer and Principal Accounting Officer)
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on this 16th day of March 2005.
Each director of the Registrant, whose signature appears below, hereby appoints Fred Abdula and Thomas M. Nemeth and each of them severally, as his attorney-in-fact, to sign in his name and on his behalf, as a director of the Registrant, and to file with the Commission any and all Amendments to this Report on Form 10-K, on this 16th day of March 2005.
Fred Abdula, Director
/s/ Fred Abdula
Kenneth W. Balza, Director
/s/ Kenneth W. Balza
Theodore Bertrand, Director
/s/ Theodore Bertrand
Jack H. Blumberg, Director
/s/ Jack H. Blumberg
Frank Furlan, Director
/s/ Frank Furlan
Harry S. Gaples, Director
/s/ Harry S. Gaples
James A. Hollensteiner, Director
/s/ James A. Hollensteiner
Alan Jacobs, Director
/s/ Alan Jacobs
Raymond M. Mota, Director
/s/ Raymond M. Mota
Helen Rumsa, Director
/s/ Helen Rumsa
Frank Ryskiewicz, Director
/s/ Frank Ryskiewicz
NORTHERN STATES FINANCIAL CORPORATION AND SUBSIDIARIES
FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 2004
EXHIBIT INDEX