UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2011
Commission File Number 1-10312
SYNOVUS FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
| GEORGIA | 58-1134883 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
1111 Bay Avenue, Suite # 500
P.O. Box 120
Columbus, Georgia 31902
(Address of principal executive offices)
(706) 649-2311
(Registrants’ telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “accelerated filer, large accelerated filer and smaller reporting company” in Rule 12b-2 of the Exchange Act.
|
Large Accelerated Filer x |
Accelerated Filer ¨ | Non-Accelerated Filer ¨ | Smaller Reporting Company ¨ | |||
|
(Do not check if a smaller reporting company) | ||||||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ¨ No x
Indicate the number of shares outstanding of each of the issuer’s class of common stock, as of the latest practicable date.
| Class |
July 31, 2011 | |||
| Common Stock, $1.00 Par Value |
790,972,646 shares |
EXPLANATORY NOTE
The sole purpose of this Amendment No. 1 to Synovus Financial Corp.’s Quarterly Report on Form 10-Q for the period ended June 30, 2011 (“Synovus’ June 30, 2011 10-Q”), as filed with the Securities and Exchange Commission on August 9, 2011, is to furnish Exhibit 101 to Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this Amendment No. 1 furnishes the following financial and related information from Synovus’ June 30, 2011 10-Q formatted in eXtensible Business Reporting Language (“XBRL”):
| 101.INS |
XBRL Instance Document | |
| 101.SCH |
XBRL Taxonomy Extension Schema Document | |
| 101.CAL |
XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF |
XBRL Taxonomy Definition Linkbase Document | |
| 101.LAB |
XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE |
XBRL Taxonomy Extension Presentation Linkbase Document | |
No other changes have been made to Synovus’ June 30, 2011 10-Q. This Amendment No. 1 does not reflect subsequent events occurring after the original filing date of Synovus’ June 30, 2011 10-Q, or modify or update any disclosure made in Synovus’ June 30, 2011 10-Q.
Users of this data are advised pursuant to Rule 401 of Regulation S-T that the information contained in the XBRL documents is unaudited and that these are not official publicly filed financial statements of Synovus Financial Corp. Users are further advised pursuant to Rule 406T of Regulation S-T that the interactive data files included in Exhibit 101 are deemed not filed or part of a registration statement or prospectus for purposes of Section 11 or 12 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
| (a) Exhibits |
Description | |
| 3.1 | Amended and Restated Articles of Incorporation of Synovus, incorporated by reference to Exhibit 3.1 of Synovus’ Quarterly Report on Form 10-Q for the quarter ended June 30, 2010 as filed with the SEC on August 9, 2010. | |
| 3.2 | Bylaws, as amended, of Synovus, incorporated by reference to Exhibit 3.1 of Synovus’ Current Report on Form 8-K dated January 28, 2010, as filed with the SEC on January 29, 2010. | |
| 4.1 | Shareholder Rights Plan, dated as of April 26, 2010, between Synovus Financial Corp. and Mellon Investor Services LLC, as Rights Agent, which includes the Form of Articles of Amendment to the Articles of Incorporation of Synovus Financial Corp. (Series B Participating Cumulative Preferred Stock) as Exhibit A, the Summary of Terms of the Rights Agreement as Exhibit B and the Form of Right Certificate as Exhibit C, incorporated by reference to Exhibit 4.1 of Synovus’ current Report on Form 8-K dated April 26, 2010, as filed with the SEC on April 26, 2010. | |
| 10.1 | Synovus Financial Corp. 2011 Director Stock Purchase Plan, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K dated April 27, 2011 as filed with the Securities and Exchange Commission on May 3, 2011. | |
| 12.1 | Ratio of Earnings to Fixed Charges.* | |
| 31.1 | Certification of Chief Executive Officer.* | |
| 31.2 | Certification of Chief Financial Officer.* | |
| 32 | Certification of Periodic Report.* | |
| 101 | Interactive data file.** | |
| * | Filed as an exhibit to Synovus’ Quarterly Report on Form 10-Q for the quarter ended June 30, 2011. | |
| ** | Furnished with this Form 10-Q/A. | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| SYNOVUS FINANCIAL CORP. | ||||
| Date: September 7, 2011 | BY: | /s/ Thomas J. Prescott | ||
| Thomas J. Prescott | ||||
| Executive Vice President and Chief Financial Officer | ||||
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ITEM 6 - EXHIBITS
| (a) Exhibits |
Description | |
| 3.1 | Amended and Restated Articles of Incorporation of Synovus, incorporated by reference to Exhibit 3.1 of Synovus’ Quarterly Report on Form 10-Q for the quarter ended June 30, 2010 as filed with the SEC on August 9, 2010. | |
| 3.2 | Bylaws, as amended, of Synovus, incorporated by reference to Exhibit 3.1 of Synovus’ Current Report on Form 8-K dated January 28, 2010, as filed with the SEC on January 29, 2010. | |
| 4.1 | Shareholder Rights Plan, dated as of April 26, 2010, between Synovus Financial Corp. and Mellon Investor Services LLC, as Rights Agent, which includes the Form of Articles of Amendment to the Articles of Incorporation of Synovus Financial Corp. (Series B Participating Cumulative Preferred Stock) as Exhibit A, the Summary of Terms of the Rights Agreement as Exhibit B and the Form of Right Certificate as Exhibit C, incorporated by reference to Exhibit 4.1 of Synovus’ current Report on Form 8-K dated April 26, 2010, as filed with the SEC on April 26, 2010. | |
| 10.1 | Synovus Financial Corp. 2011 Director Stock Purchase Plan, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K dated April 27, 2011 as filed with the Securities and Exchange Commission on May 3, 2011. | |
| 12.1 | Ratio of Earnings to Fixed Charges.* | |
| 31.1 | Certification of Chief Executive Officer.* | |
| 31.2 | Certification of Chief Financial Officer.* | |
| 32 | Certification of Periodic Report.* | |
| 101 | Interactive data file.** | |
| * | Filed as an exhibit to Synovus’ Quarterly Report on Form 10-Q for the quarter ended June 30, 2011. | |
| ** | Furnished with this Form 10-Q/A. | |
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