Attached files
| file | filename |
|---|---|
| EX-31.2 - EX-31.2 CERTIFICATION OF CFO - Euramax Holdings, Inc. | exhibit312certificationoft.htm |
| EX-31.1 - EX-31.1 CERTIFICATION OF CEO - Euramax Holdings, Inc. | exhibit311certificationoft.htm |
| EX-32.1 - EX-32.1 CERTICATION OF CEO AND CFO - Euramax Holdings, Inc. | exhibit321certificationoft.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________________________________________
FORM 10-K/A
Amendment No. 1
ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2012
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File No. 333-05978
EURAMAX HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) | 58-2502320 (I.R.S. Employer Identification Number) | |
303 Research Drive, Suite 400, Norcross, GA (Address of principal executive offices) | 30092 (Zip Code) | |
Registrant's telephone number, including area code: (770) 449-7066
Securities registered pursuant to Section 12(b) of the Act: None
Title of each class N/A | Name of each exchange on which registered N/A | |
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 o No ý
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ý No o
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 and (2) has been subject to such filing requirements for the past 90 days. Yes o No ý*
*The registrant is a voluntary filer of reports required to be filed by certain companies under Sections 13 or 15(d) of the Securities Exchange Act of 1934 and has filed all reports that would have been required during the preceding 12 months, had it been subject to such filing requirements.
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 ý No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) 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. ý
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.
Large accelerated filer o | Accelerated filer o | Non-accelerated filer ý (Do not check if a smaller reporting company) | Smaller reporting company o | |||
Indicate by check mark if the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No ý
There is no public market for the Company's common stock. The registrant has 97,209 shares of common stock held by non-affiliates.
There were 189,138 shares of the registrant’s common stock, par value $1.00 per share, issued and outstanding as of March 28, 2013.
DOCUMENTS INCORPORATED BY REFERENCE
None
EXPLANATORY NOTE
This Amendment No. 1 to Form 10-K (this “Amendment”) amends our Annual Report on Form 10-K for the fiscal year ended December 31, 2012, initially filed on March 29, 2013 (the “Original Filing”). We are filing this Amendment to correct certain information regarding Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters required by Part III, Item 12 of Form 10-K.
Except as described above, this Amendment does not amend or update any other information contained in the Original Filing, and we have not updated disclosures contained therein to reflect any events which occurred at any date subsequent to the Original Filing.
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TABLE OF CONTENTS
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Part III
Item 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
The following table presents information as of December 31, 2012 regarding beneficial ownership of the common stock of Euramax Holdings by:
• each of the directors of Euramax Holdings;
• each of the executive officers of Euramax Holdings;
• each stockholder known by us to beneficially hold five percent or more of the common stock of Euramax Holdings; and
• all of the executive officers and directors of Euramax Holdings as a group.
Beneficial ownership is determined under the rules of the SEC and generally includes voting or investment power with respect to securities. Unless indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares beneficially owned, subject to community property laws where applicable.
Shares Beneficially Owned | ||||||
Name and Address | Number | Percent | ||||
Levine Leichtman Capital Partners Deep Value Fund 335 North Maple Drive, Suite 130, Beverly Hills, CA 90210 | 37,219.1 | 19.7 | % | |||
Highland Capital Management, L.P. 300 Crescent Court, Suite 700, Dallas, TX 75201 | 31,416.4 | 16.6 | % | |||
UBS AG, London Branch & Stamford Branch 677 Washington Blvd, Samford, CT 06912 | 16,040.3 | 8.5 | % | |||
Credit Suisse Alternative Capital, Inc. 11 Madison Avenue, New York, NY 10010 | 15,659.8 | 8.3 | % | |||
UniCredit Bank 150 E. 42nd Street, 31st Floor, New York, NY 10017 | 9,349.1 | 4.9 | % | |||
Van Kampen Asset Management, Inc. 1 Parkview Plaza, PO Box 55555, Oakbrook Terrace, IL 60181-5555 | 9,349.1 | 4.9 | % | |||
BlackRock Advisors, LLC 55 East 52nd Street, 6th Floor, New York, NY 10055 | 9,200.7 | 4.9 | % | |||
Mitchell B. Lewis (1) | 8,281.0 | 4.4 | % | |||
R. Scott Vansant (2) | 6,440.3 | 3.4 | % | |||
Scott R. Anderson (3) | 1,782.1 | * | ||||
Jeffrey C. Hummel (4) | 625 | * | ||||
Jan Timmerman (5) | 375 | * | ||||
Michael D. Lundin (6) | 375 | * | ||||
Jeffrey A. Brodsky (7) | 375 | * | ||||
Alvo M. Oddis (8) | 375 | * | ||||
James G. Bradley (9) | 250 | * | ||||
Trey B. Parker III | — | — | ||||
Brian T. Stewart | — | — | ||||
All directors and executive officers, as a group (11 persons) | 18,878.4 | 10.0 | % | |||
_______________________________________
* Less than 1%
(1) Does not include approximately 850 shares of granted but unvested restricted stock awards.
(2) Does not include approximately 675 shares of granted but unvested restricted stock awards.
(3) Does not include approximately 375 shares of granted but unvested restricted stock awards.
(4) Does not include approximately 275 shares of granted but unvested restricted stock awards.
(5) Does not include approximately 625 shares of granted but unvested restricted stock units.
(6) Does not include approximately 125 shares of granted but unvested restricted stock awards.
(7) Does not include approximately 125 shares of granted but unvested restricted stock awards.
(8) Does not include approximately 125 shares of granted but unvested restricted stock awards.
(9) Does not include approximately 250 shares of granted but unvested restricted stock units.
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The following table summarizes information, as of December 31, 2012, relating to equity compensation plans of Euramax Holdings pursuant to which grants of restricted stock, or certain other rights to acquire shares of Euramax Holdings may be granted from time to time.
Equity Compensation Plan Information | ||||||||
(a) | (b) | (c) | ||||||
Plan category | Number of securities to be issued upon exercise of outstanding restricted shares 1 | Weighted-average exercise price of outstanding options, warrants and rights 2 | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | |||||
Equity compensation plans approved by security holders | 6,350 | N/A | 2,449.5 | |||||
Equity compensation plans not approved by security holders | N/A | N/A | N/A | |||||
Total | 6,350 | 2,449.5 | ||||||
1 | Includes shares issuable pursuant to the Euramax Holdings, Inc. Executive Incentive Plan (the Plan). Under the Plan, the Company reserved 21,737 restricted shares of Class A Common Stock for issuance to selected officers, directors and other key employees. The Company has granted a total of 17,400 shares of restricted stock and 4,250 shares of restricted stock units under the Plan, which vest ratably over four years based upon continued employment or immediately upon a change in control or termination of employment by reason of death or disability. |
2 | The weighted average grant date fair value of outstanding restricted shares and restricted share units as of December 31, 2012 was $658. |
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Part IV
Item 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
Exhibit Number | Description | ||
31.1 | Certification of the Chief Executive Officer pursuant to the Rules 13a-14(a) and 15d-14(a) promulgated under the Securities and Exchange Act of 1934, as amended, and Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes -Oxley Act of 2002. | ||
31.2 | Certification of the Chief Financial Officer pursuant to the Rules 13a-14(a) and 15d-14(a) promulgated under the Securities and Exchange Act of 1934, as amended, and item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes -Oxley Act of 2002. | ||
32.1 | Certification of the CEO and CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxely Act of 2002. | ||
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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.
EURAMAX HOLDINGS, INC. | ||||
April 4, 2013 | By: | /s/ Mitchell B. Lewis | ||
Mitchell B. Lewis Chief Executive Officer and President | ||||
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