Blue Bird Corp (Form: 10-Q/A, Received: 08/18/2015 16:16:32)

Large accelerated filer

Accelerated filer

Non-accelerated filer

x (Do not check if a smaller reporting company)

Smaller reporting company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 10-Q/A

Amendment No. 1



[ X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 4, 2015



[ ]	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 001-36267

BLUE BIRD CORPORATION

(Exact name of registrant as specified in its charter)



Delaware		46-3891989
( State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

402 Blue Bird Boulevard, Fort Valley, Georgia 31030

(Address of principal executive offices)

(Zip Code)

(478) 822-2801

(Registrant’s telephone number, including area code)

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 filings 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 X No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes No X

As of August 14, 2015, there were issued and outstanding 20,787,845 shares of the registrant’s common stock, $0.0001 par value.

PART II – OTHER INFORMATION

Items required under Part II not specifically shown below are not applicable.

Item 6. Exhibits.

The following Exhibits are filed with this Report:

Exhibit No. Description


2.1	Purchase Agreement, dated as of September 21, 2014, by and among the registrant, Hennessy Capital Partners I LLC (solely for purposes of Section 10.01(a) thereof) and The Traxis Group B.V. (incorporated by reference to Exhibit 2.1 to the registrant’s Current Report on Form 8-K, filed by the registrant with the SEC on September 24, 2014).


2.2	Amendment No. 1 to Purchase Agreement, dated as of February 10, 2015, by and among the registrant, Hennessy Capital Partners I LLC (solely for purposes of Section 10.01(a) thereof) and The Traxis Group B.V. (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K, filed by the registrant with the SEC on February 11, 2015).


2.3	Amendment No. 2 to Purchase Agreement, dated as of February 18, 2015, by and among the registrant, Hennessy Capital Partners I LLC (solely for purposes of Section 10.01(a) thereof) and The Traxis Group B.V. (incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K, filed by the registrant with the SEC on February 19, 2015).


3.1	The registrant’s Second Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K, filed by the registrant with the SEC on February 26, 2015).


3.2	The registrant’s Certificate of Designations establishing its Series A Convertible Preferred Stock (incorporated by reference to Exhibit 3.2 to the registrant’s Current Report on Form 8-K, filed by the registrant with the SEC on February 26, 2015).


3.3	Bylaws of Blue Bird Corporation (incorporated by reference to the Company’s Form S-1, filed with the SEC on December 20, 2013).


4.1	Specimen stock certificate for the registrant’s Series A Convertible Preferred Stock (incorporated by reference to Exhibit 4.2 to the registrant’s Current Report on Form 8-K, filed by the registrant with the SEC on March 2, 2015).


4.2	The registrant’s Certificate of Designations establishing its Series A Convertible Preferred Stock (incorporated by reference to Exhibit 3.2 to the registrant’s Current Report on Form 8-K, filed by the registrant with the SEC on February 26, 2015).

4.3

Credit agreement, dated as of June 27, 2014, by and among Blue Bird Body Company, as borrower, School Bus Holdings Inc., certain other subsidiaries of School Bus Holdings Inc., the joint book runners and joint lead arrangers parties thereto, the co-syndication agents parties thereto and Societe General, as administrative agent (incorporated by reference to Exhibit 10.5 to the registrant’s Current Report on Form 8-K, filed by the registrant with the SEC on March 2, 2015).


10.1* †	Form of Restricted Stock Unit Grant Agreement for directors under the Blue Bird Corporation 2015 Omnibus Equity Incentive Plan.


31.1*	Chief Executive Officer’s Certification Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.


31.2*	Chief Financial Officer’s Certification Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.


32.1*	Chief Executive Officer’s Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


32.2*	Chief Financial Officer’s Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


101.INS *^	XBRL Instance Document.


101.SCH *^	XBRL Taxonomy Extension Schema Document.


101.CAL *^	XBRL Taxonomy Extension Calculation Linkbase Document.


101.DEF *^	XBRL Taxonomy Extension Definition Linkbase Document.


101.LAB *^	XBRL Taxonomy Extension Label Linkbase Document.


101.PRE *^	XBRL Taxonomy Extension Presentation Linkbase Document.


*	Filed herewith.


†	Management contract or compensatory plan or arrangement.

In accordance with Regulation S-T, XBRL (Extensible Business Reporting Language) related information in Exhibit No. (101) to this Quarterly Report on Form 10-Q shall be deemed “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific preference in such filing.

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.



		Blue Bird Corporation


Dated: August 18, 2015		By: /s/ Philip Horlock
		Philip Horlock Chief Executive Officer (Principal executive officer)






Dated: August 18, 2015		By: /s/ Phillip Tighe
		Phillip Tighe Chief Financial Officer (Principal Financial and Accounting Officer)

Exhibit 10.1

BLUE BIRD CORPORATION

RESTRICTED STOCK UNIT GRANT AGREEMENT

Grant Details:



Recipient:
Number of Restricted Stock Units:
Number of Shares subject to each Unit:	1
Vesting Date:	See “ Exhibit A ”
Grant Date:

Agreement:

This Restricted Stock Unit Grant Agreement (the “Agreement”) is entered into effective as of the Grant Date between the Recipient and Blue Bird Corporation, a Delaware corporation (the “Company”), pursuant to the Blue Bird Corporation 2015 Omnibus Equity Incentive Plan (the “Plan”).

WHEREAS, the Company desires and the Board has approved to grant, and the Recipient desires to receive, a Grant of Restricted Stock Units pursuant and subject to the terms and conditions of the Plan and this Agreement (the “Grant”).

NOW, THEREFORE, the Recipient and the Company hereby agree as follows:

1. The Plan, Grant Details and Defined Terms . The provisions of the Plan and the Grant Details listed above are incorporated into this Agreement by reference. Capitalized terms used but not defined in this Agreement or the Grant Details set forth above shall have the meanings ascribed to them in the Plan. To the extent any provision hereof is inconsistent with a provision of the Plan, the provisions of the Plan will govern.

2. Grant of Restricted Stock Units . As of the Grant Date, the Company hereby grants to the Recipient the number of Restricted Stock Units set forth in the Grant Details above (the “Restricted Stock Units”), subject to the terms and conditions of the Plan and this Agreement. The number of shares of Company common stock, par value $0.0001 per share (the “Shares”), subject to each Restricted Stock Unit shall be the number set forth in the Grant Details above.

3. Vesting and Forfeiture of Restricted Stock Units . The Restricted Stock Units shall become vested as of the vesting date(s) specified in Notice of Restricted Stock Units contained in “Exhibit A,” provided that the Recipient remains in “Continuous Service” (as defined below) through the applicable vesting date. For purposes hereof, “Continuous Service” means the absence of any termination of service as a director of the Company. Notwithstanding the foregoing, all of the Restricted Stock Units shall become immediately vested in the event that (i) the Recipient’s Continuous Service terminates due to death or Disability, the Recipient’s Continuous Service is terminated because the Recipient is not re-elected to the Board, or the Recipient voluntarily resigns from the Board, or (ii) a Change in Control occurs while the Recipient is in Continuous Service. Except as otherwise provided herein, if the Recipient’s Continuous Service terminates for any reason prior to applicable vesting date, the Restricted Stock Units shall be forfeited as of the date of the Recipient’s termination for no consideration.

4. Settlement of Restricted Stock Units . For each Restricted Stock Unit that becomes vested in accordance with Section 3 hereof, the Company shall, subject to Section 14 hereof, issue and deliver to the Recipient the number of Shares subject to each Restricted Stock Unit as soon as practicable, and in all cases within ten (10) days following, the “Settlement Date” (as defined herein). For the purposes hereof, “Settlement Date” means the earlier of (i) the date the Recipient’s Continuous Service terminates for any reason, or (ii) the date of the consummation of a Change of Control (the “Settlement Date”).

5. Restrictions on Transfer of Restricted Stock Units . Restricted Stock Units granted under this Agreement and rights relating thereto may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated.

6. Rights as a Shareholder . The Recipient shall not have any rights of an owner of the Shares subject to the Restricted Stock Units (including but not limited to dividend (or dividend equivalent) and voting rights) prior to the Settlement Date.

7. Administration by the Committee . The Plan, this Agreement and the Restricted Stock Units shall be subject to such administrative procedures and rules as the Committee shall adopt. Decisions of the Committee on all matters relating to the Plan, this Agreement and the Restricted Stock Units shall be in the Committee’s sole discretion and shall be conclusive and binding on all parties.

8. Compliance with Law and Regulations . The Plan, this Agreement and the Restricted Stock Units shall be subject to all applicable federal and state laws, rules, and regulations and to such approvals by any government or regulatory agency as may be required. The Company shall have no liability to issue or deliver shares under the Grant unless such issuance and delivery would comply with all applicable state, federal and foreign laws (including, without limitation and if applicable, the requirements of the Securities Exchange Act of 1934), and any applicable requirements of any securities exchange or similar entity and under any blue sky or other securities laws.

9. Company Policies . The Recipient agrees that he or she has read and will comply with all Company policies applicable to the Grant, including but not limited to the Company’s insider trading policy.

10. Adjustments . If any change in the outstanding Shares of the Company shall occur as a result of a corporate capitalization (such as a stock split, reverse stock split, stock dividend, or any other similar transaction or recapitalization), then the Committee shall make equitable adjustments, as it determines are necessary and appropriate to prevent the enlargement or dilution of benefits intended to be made available under the Grant in accordance with Section 4.2 of the Plan.

11. No Rights to Continued Service . Nothing in the Plan or this Agreement shall confer upon the Recipient any right to continue in Continuous Service with the Company.

12. Governing Law . To the extent not preempted by federal law, this Agreement shall be construed in accordance with and governed by the laws of the State of Delaware, without giving effect to any choice of law provisions.

13. Amendment . Subject to Section 14 hereof, any modification of or amendment to this Agreement shall be effective only if it is in writing and signed by both parties, except as otherwise provided under the Plan.

14. Section 409A . The terms of this Agreement are intended and shall be interpreted so as to comply with the requirements of Section 409A of the Code (“Section 409A”) in both form and operation. Any provision that would cause this Agreement to fail to satisfy Section 409A shall have no force or effect until amended to comply with Section 409A, which amendment may be retroactive to the extent permitted by Section 409A. In addition to any other authority to amend this Agreement pursuant to Section 13 hereof, the Company shall have the authority to modify this Agreement to the extent it deems necessary to comply with Section 409A, as determined in good faith, in its sole and absolute discretion. Notwithstanding any other provision of this Agreement, if required pursuant to Section 409A(a)(2)(B) of the Code, settlement of the Restricted Stock Units under this Agreement shall be deferred until six (6) months after the Recipient’s separation from service, as that term is defined in Treas. Reg. Section 1.409A(1)(h), or, if earlier, his or her death, as required by Section 409A(a)(2)(B)(i) of the Code. For purposes of this Agreement, an event shall not be considered to be “Change in Control” unless and until such event constitutes a “change in the ownership or effective control” of the Company or a “change in a substantial portion of the assets” of the Company within the meaning of Treasury Regulation 1.409A-3(i)(5). For purposes of this Agreement, the termination of the Recipient’s Continuous Service shall not be considered to have occurred unless and until such termination also constitutes a “separation from service” within the meaning of Treasury Regulation 1.409A-1(h). Notwithstanding the foregoing, nothing in this Agreement shall be construed as a guarantee of the tax consequences under this Agreement. Neither the Company nor any Company shareholder shall be liable as the result of any taxes (including but not limited to any excise taxes under Section 409A(a)(1)(B)) of the Code, interest, or other penalties that may be imposed with respect to this Grant.

15. Review and Acceptance . The Recipient has been given the opportunity and encouraged to carefully review this Agreement with his or her tax advisor and legal counsel. The Recipient will be deemed to have automatically accepted this Agreement (and the terms of the Plan incorporated herein) unless the Recipient notifies the Company in writing within ninety (90) days following the Grant Date that the Recipient affirmatively rejects the Agreement.

“EXHIBIT A”

NOTICE OF RESTRICTED STOCK UNITS OF BLUE BIRD CORPORATION

-- SEE INFORMATION DISPLAYED ON THE FOLLOWING PAGE --

Notice of Restricted Stock Units of Blue Bird Corporation

Company Name Blue Bird Corporation

Plan Blue Bird Corporation Omnibus Equity Incentive Plan

Participant Name

Participant Address

Grant/Award Type Restricted Stock Units

Number of Units Granted

Shares Subject to Each Unit 1

Grant Date

VESTING SCHEDULE

Vesting Date Number of Units Percent

100%

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO SECURITIES EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a)

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Philip Horlock, the Chief Executive Officer of Blue Bird Corporation (the “ registrant ”), certify that:

(1) I have reviewed this quarterly report on Form 10-Q of Blue Bird 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 registrant as of, and for, the periods presented in this report;

(4) The registrant’s other certifying officer 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 registrant and 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 registrant, 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 registrant’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 registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

(5) The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(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 registrant’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 registrant’s internal control over financial reporting.




August 18, 2015		/s/ Philip Horlock
		Philip Horlock
		Chief Executive Officer
		(principal executive officer)

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO SECURITIES EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a)

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Phillip Tighe, the Chief Financial Officer of Blue Bird Corporation (the “ registrant ”), certify that:

(1) I have reviewed this quarterly report on Form 10-Q of Blue Bird Corporation;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.




August 18, 2015		/s/ Phillip Tighe
		Phillip Tighe
		Chief Financial Officer
		(principal financial officer)

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

In connection with the quarterly report of Blue Bird Corporation (the “ Company ”) on Form 10-Q for the quarterly period ended July 4, 2015, as filed with the United States Securities and Exchange Commission on the date hereof (the “ Report ”), I, Philip Horlock, Chief Executive Officer of the Company, do hereby certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.




August 18, 2015		/s/ Philip Horlock
		Philip Horlock
		Chief Executive Officer
		(principal executive officer)

Exhibit 32.2

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 Blue Bird Corporation (the “ Company ”) on Form 10-Q for the quarterly period ended July 4, 2015, as filed with the United States Securities and Exchange Commission on the date hereof (the “ Report ”), I, Phillip Tighe, Chief Financial Officer of the Company, do hereby certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.




August 18, 2015		/s/ Phillip Tighe
		Phillip Tighe
		Chief Financial Officer
		(principal financial officer)