Attached files
| file | filename |
|---|---|
| EXCEL - IDEA: XBRL DOCUMENT - FORTUNE INDUSTRIES, INC. | Financial_Report.xls |
| EX-31.2 - EXHIBIT 31.2 - FORTUNE INDUSTRIES, INC. | v326365_ex31-2.htm |
| EX-32.2 - EXHIBIT 32.2 - FORTUNE INDUSTRIES, INC. | v326365_ex32-2.htm |
| EX-32.1 - EXHIBIT 32.1 - FORTUNE INDUSTRIES, INC. | v326365_ex32-1.htm |
| EX-31.1 - EXHIBIT 31.1 - FORTUNE INDUSTRIES, INC. | v326365_ex31-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
(Amendment No. 1)
| R | ANNUAL REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| £ | TRANSITION REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the period from | July 1, 2011 | to | June 30, 2012 |
Commission file number: 1-32543
Fortune Industries, Inc.
(Exact name of registrant as specified in its charter)
| Indiana | 20-2803889 | |||
| (State or other jurisdiction of | (I.R.S. Employer Identification No.) | |||
| incorporation or organization) |
| 6402 Corporate Drive, Indianapolis, Indiana | 46278 | |||
| (Address of principal executive offices) | (Zip Code) |
(317) 532-1374
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Common Stock ($0.10 par value per share) (“Common Stock”); | NYSE Amex | |
| (Title of Class) | (Name of Exchange on Which Registered) |
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 þ
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 þ
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 þ 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 the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K/A or any amendment to this Form 10-K/A. £
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act).
| Large accelerated filer ¨ | Accelerated filer ¨ |
| Non-accelerated filer ¨ | Smaller reporting company x |
| (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 Act). Yes £ No þ
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Explanatory Note
Fortune Industries, Inc. is filing this Amendment No. 1 (the “Form 10-K/A”) to our Annual Report on Form 10-K for the year ended June 30, 2012 (the “Form 10-K”), filed with the U.S. Securities and Exchange Commission (“SEC”) on September 28, 2012, for the sole purpose of furnishing the Interactive Data File as Exhibit 101 in accordance with Rule 405(a)(2) of Regulation S-T.
No other changes have been made to the Form 10-K. This Form 10-K/A continues to speak as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update any related disclosures made in the Form 10-K.
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PART IV
Item 15. Exhibits and Financial Statement Schedules.
The following financial statements, schedules and exhibits are filed as part of this Report:
| (1) | Financial Statements. Reference is made to the Index to Consolidated Financial Statements on page 20 of this Report. |
| (2) | All schedules are omitted because they are not applicable or the required information is shown in the financial statements or the notes to the financial statements. |
| (3) | List of Exhibits. |
|
Exhibit No. |
Description | |
| 2.1 | Agreement and Plan of Share Exchange entered into April 13, 2007 (1) | |
| 3.1 | Second Amended and Restated Articles of Incorporation (2) | |
| 3.2 | Second Amended and Restated Code of Bylaws (3) | |
| 10.1 | Term Loan Note (4) | |
| 21.1 | List of subsidiaries (5) | |
| 23.1 | Consent of Independent Registered Public Accounting Firm (5) | |
| 31.1 | Certificate Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Tena Mayberry. (5) | |
| 31.2 | Certificate Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Randy Butler. (5) | |
| 32.1 | Certificate Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Tena Mayberry. (5) | |
| 32.2 | Certificate Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Randy Butler. (5) | |
| 101.INS | XBRL Instance Document.(6) | |
| 101.SCH | XBRL Taxonomy Extension Schema Document. (6) | |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document (6) | |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document. (6) | |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document. (6) | |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document. (6) |
Notes to Exhibits:
| 1. | This exhibit is incorporated by reference from the Company’s Current Report on Form 8-K, dated April 19, 2007. |
| 2. | This exhibit is incorporated by reference from the Company’s Annual Report on Form 10-K, dated September 28, 2009. |
| 3. | This exhibit is incorporated by reference from the Company’s Current Report on Form 8-K, dated December 27, 2006. |
| 4. | This exhibit is incorporated by reference from the Company’s Current Report on Form 8-K, dated June 5, 2008. |
| 5. | Attached hereto. |
| 6. | Furnished herewith. In accordance with Rule 406T of Regulation S-T, the information in these exhibits shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to liability under that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing. |
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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, thereunto duly authorized.
| FORTUNE INDUSTRIES, INC. | ||
| Date: October 26, 2012 | By: | /s/ Tena Mayberry |
| Tena Mayberry, | ||
| Chief Executive Officer | ||
| Date: October 26 2012 | By: | /s/ Randy Butler |
| Randy Butler | ||
| Chief Financial Officer | ||
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 the dates indicated.
| Date: October 26, 2012 | /s/ David A. Berry | |
| David A. Berry, Director | ||
| Date: October 26, 2012 | /s/ Richard F. Suja | |
| Richard F. Suja, Director |
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Exhibit Index
|
Exhibit No. |
Description | |
| 2.1 | Agreement and Plan of Share Exchange entered into April 13, 2007 (1) | |
| 3.1 | Second Amended and Restated Articles of Incorporation (2) | |
| 3.2 | Second Amended and Restated Code of Bylaws (3) | |
| 10.1 | Term Loan Note (4) | |
| 21.1 | List of subsidiaries (5) | |
| 23.1 | Consent of Independent Registered Public Accounting Firm (5) | |
| 31.1 | Certificate Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Tena Mayberry. (5) | |
| 31.2 | Certificate Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Randy Butler. (5) | |
| 32.1 | Certificate Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Tena Mayberry. (5) | |
| 32.2 | Certificate Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Randy Butler. (5) | |
| 101.INS | XBRL Instance Document.(6) | |
| 101.SCH | XBRL Taxonomy Extension Schema Document. (6) | |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document (6) | |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document. (6) | |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document. (6) | |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document. (6) |
Notes to Exhibits:
| 1. | This exhibit is incorporated by reference from the Company’s Current Report on Form 8-K, dated April 19, 2007. |
| 2. | This exhibit is incorporated by reference from the Company’s Annual Report on Form 10-K, dated September 28, 2009. |
| 3. | This exhibit is incorporated by reference from the Company’s Current Report on Form 8-K, dated December 27, 2006. |
| 4. | This exhibit is incorporated by reference from the Company’s Current Report on Form 8-K, dated June 5, 2008. |
| 5. | Attached hereto. |
| 6. | Furnished herewith. In accordance with Rule 406T of Regulation S-T, the information in these exhibits shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to liability under that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing. |
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