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, 2004
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE TRANSITION PERIOD FROM TO
Commission file number 0-6354
AMERICAN VANGUARD CORPORATION
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Delaware |
95-2588080 |
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(State or other jurisdiction of Incorporation or organization) |
(I.R.S. Employer Identification Number) |
| 4695 MacArthur Court, Newport Beach, California | 92660 | |
| (Address of principal executive offices) | (Zip Code) |
(949) 260-1200
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
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 ¨ No ¨
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No ¨
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ¨ No ¨
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Common Stock, $.10 Par Value — 8,974,697 shares outstanding as of August 9, 2004.
TABLE OF CONTENTS
This Quarterly Report on Form 10-Q/A is filed as Amendment No. to the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2004 that was originally filed on August 16, 2004 (the “Original Filing”). We are filing this Form 10-Q/A to replace Item 6 of Part II as contained herein. This report continues to speak as of the date of the Original Filing and we have not updated the disclosure in this report to speak to any later date. Any items in the Original Filing not expressly changed hereby shall be as set forth in the Original Filing. All information contained in this Amendment and the Original Filing is subject to updating and supplementing as provided in our periodic reports filed with the Securities and Exchange Commission subsequent to the date of such reports. Accordingly, this Form 10-Q/A should be read in conjunction with our subsequent filings with the Securities and Exchange Commission.
AND SUBSIDIARIES
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
| (a) | Exhibits |
Exhibit 3.1 – Amended and Restated Certificate of Incorporation of American Vanguard Corporation, filed as Exhibit 3.1 to the Company’s Form 10-K for the year ended December 31, 2003, and incorporated herein by reference.
Exhibit 3.2 – Certificate of Amendment to Amended and Restated Certificate of Incorporation of American Vanguard Corporation (filed herewith).
Exhibit 3.3 – Amended and Restated Bylaws of American Vanguard Corporation, filed as Exhibit 3.2 to the Company’s Form 10-K for the year ended December 31, 2003, and incorporated herein by reference.
Exhibit 31.1 - Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 302 of The Sarbanes-Oxley Act of 2002.
Exhibit 31.2 - Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 302 of The Sarbanes-Oxley Act
Exhibit 32.1 - Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.
| (b) | Reports on Form 8-K |
Date of the Report : May 12, 2004
Description: On May 12, 2004 American Vanguard Corporation issued a press release announcing its earnings for the quarter ended March 31, 2004. This report on Form 8-K was furnished under Item 12.
Date of the Report : June 24, 2004
Description: On June 24, 2004 American Vanguard Corporation issued a press release announcing that it had expanded the Company’s management team with the hiring of Mark H. Blincoe as Chief Administrative Officer.
Date of the Report: July 7, 2004
Description: On July 7, 2004 American Vanguard Corporation issued a press release announcing that it was added to the Russell 3000® and Russell 2000® Indexes.
AND SUBSIDIARIES
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.
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A MERICAN V ANGUARD C ORPORATION |
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Dated: February 23, 2005 |
By: |
/s/ ERIC G. WINTEMUTE |
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Eric G. Wintemute President, Chief Executive Officer and Director |
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Dated: February 23, 2005 |
By: |
/s/ JAMES A. BARRY |
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James A. Barry Senior Vice President, Chief Financial Officer, and Secretary/Treasurer |
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Exhibit No.
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Description of Exhibit |
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| 3.1 | Amended and Restated Certificate of Incorporation of American Vanguard Corporation, filed as Exhibit 3.1 to the Company’s Form 10-K for the year ended December 31, 2003, and incorporated herein by reference. | |
| 3.2 | Certificate of Amendment to Amended and Restated Certificate of Incorporation of American Vanguard Corporation (filed herewith). | |
| 3.3 | Amended and Restated Bylaws of American Vanguard Corporation, filed as Exhibit 3.2 to the Company’s Form 10-K for the year ended December 31, 2003, and incorporated herein by reference. | |
| 31.1 | Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 302 of The Sarbanes-Oxley Act of 2002. | |
| 31.2 | Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 302 of The Sarbanes-Oxley Act of 2002. | |
| 32.1 | Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002. | |
Exhibit 3.2
CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
AMERICAN VANGUARD CORPORATION
The undersigned officer of AMERICAN VANGUARD CORPORATION, a corporation duly organized and existing under the General Corporation Law of the State of Delaware, hereby certifies that he is the President and Chief Executive Officer of this corporation and further certifies as follows:
1. The amendment to this corporation’s Amended and Restated Certificate of Incorporation (the “Restated Certificate”) set forth below was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware and has been consented to by the majority stockholders of this corporation.
2. Article FOURTH of the Restated Certificate shall be deleted in its entirety and shall be replaced with the following:
“ FOURTH : The total number of shares of stock which this corporation shall have authority to issue is 40,400,000, divided into classes, consisting of 400,000 shares of Preferred Stock, par value $0.10 per share, and 40,000,000 shares of Common Stock, par value $0.10 per share.
The board of directors is authorized to provide for the issuance of shares of the Preferred Stock in series, and by filing a certificate pursuant to the applicable law of the State of Delaware, to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations and restrictions thereof.”
IN WITNESS WHEREOF, the undersigned officer has caused this Certificate of Amendment of Amended and Restated Certificate of Incorporation to be signed and acknowledged this 7th day of June, 2004.
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/s/ ERIC G. WINTEMUTE |
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Eric G. Wintemute |
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President & Chief Executive Officer |
Exhibit 31.1
AMERICAN VANGUARD CORPORATION
CHIEF EXECUTIVE OFFICER CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Eric G. Wintemute, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q/A for the period ended June 30, 2004 of American Vanguard Corporation; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report; |
| 4. | The Company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and we have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (c) | Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and |
| 5. | The Company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors: |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. |
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Date: February 23, 2005 |
/s/ ERIC G. WINTEMUTE |
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Eric G. Wintemute Chief Executive Officer |
Exhibit 31.2
AMERICAN VANGUARD CORPORATION
CHIEF FINANCIAL OFFICER CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, James A. Barry, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q/A for the period ended June 30, 2004 of American Vanguard Corporation; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report; |
| 4. | The Company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and we have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (c) | Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and |
| 5. | The Company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors: |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. |
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Date: February 23, 2005 |
/s/ JAMES A. BARRY |
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James A. Barry Chief Financial Officer |
Exhibit 32.1
AMERICAN VANGUARD CORPORATION
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of American Vanguard Corporation (the “Company”) on Form 10-Q/A for the period ended June 30, 2004 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned Chief Executive Officer and Chief Financial Officer of the Company hereby certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002 that, based on their knowledge: (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the periods covered in the Report.
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/s/ ERIC G. WINTEMUTE |
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Eric G. Wintemute, Chief Executive Officer |
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/s/ JAMES A. BARRY |
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James A. Barry, Chief Financial Officer |
February 23, 2005
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to American Vanguard Corporation and will be retained by American Vanguard Corporation and furnished to the Securities and Exchange Commission or its staff upon request.
This certification set forth above is being furnished as an exhibit solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and is not being filed as part of the Form 10-Q/A or as a separate document of the Company or the certifying officers.