Attached files
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| EX-31.1 - EXHIBIT 31.1 - AMCOL INTERNATIONAL CORP | exh31_1.htm |
| EX-31.2 - EXHIBIT 31.2 - AMCOL INTERNATIONAL CORP | exh31_2.htm |
| EX-32 - EXHIBIT 32 - AMCOL INTERNATIONAL CORP | exh32.htm |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A (Amendment No. 1)
(Mark one)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the Fiscal Year Ended December 31, 2010
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Or
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from ___________ to _________
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Commission File Number: 1-14447
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AMCOL INTERNATIONAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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DELAWARE
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36-0724340
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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2870 Forbs Avenue
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Hoffman Estates, Illinois
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60192
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (847) 851-1500
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: | Name of Exchange on which registered: |
| $0.01 par value Common Stock | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x
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 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 (§ 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 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 a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer ¨
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Accelerated filer x
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Non-accelerated filer ¨
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Smaller reporting company ¨
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No x
The aggregate market value of the registrant’s $.01 par value Common Stock held by non-affiliates of the registrant (based upon the per share closing price of $23.50 per share on June 30, 2010, and, for the purpose of this calculation only, the assumption that all of the registrant’s directors and executive officers are affiliates) was approximately $571.2 million.
Registrant had 31,341,536 shares of $.01 par value Common Stock outstanding as of February 11, 2011.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Company’s definitive proxy statement, which will be filed with the Securities and Exchange Commission not later than 120 days after the end of the fiscal year covered by this Form 10-K, are incorporated by reference into Part III hereof.
AMCOL International Corporation (the “Company” or “AMCOL”) is filing this Amendment No. 1 (the “Form 10-K/A”) to our Annual Report on Form 10-K for the year ended December 31, 2010 (the “Annual Report”) to include in Item 15 the correct audit opinion on the financial statements and related notes of Ashapura Minechem Limited (“Ashapura”), an unconsolidated joint venture, as of March 31, 2009. Due to a clerical error, an incorrect copy of the Ashapura audit opinion was filed with the Annual Report. The Ashapura audit opinion is the only part of Item 15 which has been updated, and the full set of financial statements and related notes of Ashapura can be found in the Annual Report, filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 1, 2011.
In connection with the filing of this Form 10-K/A and pursuant to SEC rules, we are including currently dated certifications of our Chief Executive Officer and Chief Financial Officer. This Form 10-K/A does not otherwise update or amend any other exhibits as originally filed and does not otherwise reflect events occurring after the original filing date of the Annual Report.
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Part IV
Item 15. Exhibits and Financial Statement Schedule
Item 15(a) Index to Financial Statements and Financial Statement Schedule
(2) Financial Statement Schedules
The following information is included in this Form 10-K/A pursuant to Rule 3-09 of Regulation S-X:
Independent Auditors’ Report for Ashapura
REPORT OF INDEPENDENT AUDITOR
To
The Board of Directors of
Ashapura Minechem Limited
We have audited the accompanying balance sheet of Ashapura Minechem Limited (“the Company”), a company incorporated in India, as of March 31, 2009 and the related profit and loss account and the cash flow statement for the year then ended (all expressed in Indian Rupees). These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to and nor were we engaged to perform an audit of the Company’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of March 31, 2009 and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in India.
Accounting principles generally accepted in India vary in certain respects from accounting principles generally accepted in the United States of America. The application of the latter would have affected the determination of the net profit for the year ended March 31, 2009 and the determination of stockholder’s equity as of March 31, 2009, to the extent summarized in Note No. 23 of Schedule S.
SANGHAVI & COMPANY
Chartered Accountants
Mumbai, India
September 22, 2009
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SIGNATURE
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 be signed on its behalf by the undersigned, thereunto duly authorized.
Date: December 30, 2011
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AMCOL INTERNATIONAL CORPORATION
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By:
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/s/ Donald W. Pearson
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Donald W. Pearson
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Chief Financial Officer
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INDEX TO EXHIBITS
Exhibit
Number
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3.1
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Restated Certificate of Incorporation of the Company (1), as amended (2), as amended (3)
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3.2
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Bylaws of the Company as amended and restated (4)
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4
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Article Four of the Company’s Restated Certificate of Incorporation (1), as amended (3)
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10.1
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AMCOL International Corporation Nonqualified Deferred Compensation Plan (5)
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10.2
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AMCOL International Corporation 1998 Long-Term Incentive Plan (6), as amended* (7)
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10.3
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AMCOL International Corporation 2006 Long-Term Incentive Plan (8), as amended * (5)
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10.4
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AMCOL International Corporation Annual Cash Incentive Plan* (8)
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10.5
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AMCOL International Corporation Discretionary Cash Incentive Plan* (8)
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10.6
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AMCOL International Corporation Amended and Restated Supplementary Pension Plan for Employees* (5)
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10.7
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Employment Agreement effective as of March 25, 2009 by and between Registrant and Lawrence E. Washow* (9)
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10.8
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Employment Agreement effective as of February 2, 2009 by and between Registrant and Donald W. Pearson* (9)
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10.9
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Employment Agreement effective as of March 25, 2009 by and between Registrant and Gary Castagna* (9)
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10.10
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Employment Agreement effective as of March 25, 2009 by and between Registrant and Ryan F. McKendrick* (9)
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10.11
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A written description of compensation for the Board of Directors of the Company is set forth under the caption “Director Compensation” in the definitive Proxy Statement to be filed with the Securities and Exchange Commission and delivered to the Company’s shareholders in connection with the Annual Meeting of Shareholders to be held on May 5, 2011, and is hereby incorporated by reference.*
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10.12
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Credit Agreement by and among AMCOL International Corporation and Harris Trust and Savings Bank, individually and as agent, Wells Fargo Bank, N.A., Bank of America N.A. and the Northern Trust Company dated November 10, 2005 (10), as amended (11), as further amended (12), as further amended (13), as further amended (14)
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10.13
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Form of Indemnification Agreement between the Company and its directors and executive officers (4)
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10.14
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Employment Agreement effective as of January 1, 2010 by and between Registrant and Michael Johnson* (15)
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10.15
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Employment Agreement effective as of January 1, 2010 by and between Registrant and Robert Trauger* (15)
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10.16
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Form of Restricted Stock Award Agreement between Registrant and Gary Castagna and Ryan F. McKendrick* (16)
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10.17
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Note Purchase Agreement dated as of April 29, 2010 by and among the Registrant and the Lincoln National Life Insurance Company and the Lincoln Life and Annuity Company of New York (17)
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10.18
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AMCOL International Corporation 2010 Long-Term Incentive Plan* (18)
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10.19
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AMCOL International Corporation 2010 Cash Incentive Plan* (18)
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10.20
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Form of Option Award Agreement* (18)
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10.21
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Form of Annual Cash Award Agreement* (18)
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10.22
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Transition and Retirement Agreement dated as of November 19, 2010 by and between Registrant and Lawrence E. Washow* (19)
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10.23
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Performance based Restricted Stock Form Award Agreement * (20)
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21
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AMCOL International Subsidiary Listing**
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23.1
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Consent of Independent Registered Public Accounting Firm**
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23.2
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Consent of Sanghavi & Company**
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Certification of Chief Executive Officer Pursuant to Section 302 of the. Sarbanes-Oxley Act of 2002
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Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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Certification of Periodic Financial Report Pursuant to 18 U.S.C. Section 1350
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________________________________
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(1)
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Exhibit is incorporated by reference to the Registrant’s Form S-3 filed with the Securities and Exchange Commission on September 15, 1993.
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(2)
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Exhibit is incorporated by reference to the Registrant’s Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 1995.
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(3)
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Exhibit is incorporated by reference to the Registrant’s Form 10-Q filed with the Securities and Exchange Commission for the quarter ended June 30, 1998.
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(4)
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Exhibit is incorporated by reference to the Registrant’s Form 8-K filed the Securities and Exchange Commission on February 13, 2009.
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(5)
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Exhibit is incorporated by reference to the Registrant’s Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 2008.
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(6)
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Exhibit is incorporated by reference to the Registrant’s Form S-8 (File 333-56017) filed with the Securities and Exchange Commission on June 4, 1998.
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(7)
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Exhibit is incorporated by reference to the Registrant’s Form S-8 (File 333-68664) filed with the Securities and Exchange Commission on August 30, 2001.
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(8)
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Exhibit is incorporated by reference to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on May 12, 2006.
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(9)
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Exhibit is incorporated by reference to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on February 5, 2009.
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(10)
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Exhibit is incorporated by reference to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on November 15, 2005.
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(11)
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Exhibit is incorporated by reference to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on June 19, 2006.
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(12)
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Exhibit is incorporated by reference to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on March 13, 2007.
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(13)
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Exhibit is incorporated by reference to the Registrant’s Form 8-K filed the Securities and Exchange Commission on May 23, 2008.
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(14)
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Exhibit is incorporated by reference to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on September 23, 2009.
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(15)
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Exhibit is incorporated by reference to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on January 5, 2010.
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(16)
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Exhibit is incorporated by reference to the Registrant’s Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 2009.
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(17)
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Exhibit is incorporated by reference to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on April 30, 2010.
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(18)
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Exhibit is incorporated by reference to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on May 7, 2010.
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(19)
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Exhibit is incorporated by reference to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on November 22, 2010.
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(20)
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Exhibit is incorporated by reference to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on February 14, 2011
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*Management compensatory plan or arrangement
**Filed with our Form 10-K filed on March 1, 2011
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