AMENDMENT NO. 1 TO
FORM 10-K/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
|
|
|
þ |
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended January 31, 2005
|
|
|
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: 0-3136
RAVEN INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
|
|
|
South Dakota
(State of incorporation)
|
|
46-0246171
(IRS Employer Identification No.) |
205 E. 6th Street, P.O. Box 5107
Sioux Falls, South Dakota 57117-5107
(Address of principal executive offices)
(605) 336-2750
(Registrants telephone number including area code)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common stock, $1 par value
(Title of each class)
Indicate by checkmark 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 twelve months, and
(2) has been subject to such filing requirements for the past ninety days. x Yes o 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 Registrants 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. x
Indicate by check mark (X) whether the registrant is an
accelerated filer (as defined by Rule
12b-2 of the Exchange Act.) x Yes o No
Indicate by check mark (X) whether the registrant is a shell
company (as defined by Rule
12b-2 of the Exchange Act.) o Yes x No
The aggregate market value of the registrants common stock held by nonaffiliates at July 31, 2004
was approximately $297,995,628. The aggregate market value was computed by reference to the
closing price (as adjusted for the two-for-one stock split on October 15, 2004), as reported on the
NASDAQ National Market System, $19.06, on July 31, 2004, which was as of the last business day of
the registrants most recently completed second fiscal quarter.
Shares of common stock outstanding at March 23, 2005: 18,028,086.
TABLE OF CONTENTS
Explanatory Note
This Amendment No. 1 to the Annual Report on Form 10-K (the Amendment) for Raven Industries,
Inc. (the Company) for the fiscal year ended January 31, 2005, is being filed solely for the
purpose of providing information that was inadvertently omitted from the Companys original Annual
Report on Form 10-K filed on March 31, 2005 (the Original Filing). Specifically, in response to
Item 9A of the Original Filing, the Company inadvertently omitted disclosures required by Items 307
and 308(c) of Regulation S-K concerning its disclosure controls and any changes in its internal
controls. Item 9A is restated in its entirety on this Amendment.
The filing of this Amendment shall not be deemed an admission that the Original Filing, when
made, included any untrue statement of a material fact or omitted to state a material fact
necessary to make a statement not misleading.
Item 9A. Controls And Procedures
Disclosure Controls and Procedures
As of January 31, 2005, the end of the period covered by this report, we carried out an
evaluation under the supervision and with the participation of our management, including the Chief
Executive Officer (CEO) and the Chief Financial Officer (CFO), of the effectiveness of our
disclosure controls and procedures (as defined in the Exchange Act Rules 13a-15(e) and 15d -15(e))
as of such date. Based on that evaluation, the CEO and CFO have concluded that our disclosure
controls and procedures were effective as of January 31, 2005.
Managements Report on Internal Control Over Financial Reporting
The Company included a report from its management concerning its internal control over
financial reporting on page 27 of its 2005 Annual Report to Shareholders, which was filed as
Exhibit 13 to the Original Filing and is incorporated herein by reference.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during
the fiscal quarter ended January 31, 2005, that have materially affected, or are reasonably likely
to materially affect, our internal control over financial reporting.
Item 15. Exhibits, Financial Statement Schedule
(b) Exhibits filed.
The following exhibits are filed as part of this report:
|
|
|
Exhibit |
|
|
Number |
|
Description |
2(a)
|
|
Asset Purchase Agreement dated February 17, 2005 by and among Raven Industries,
Montgomery Industries and others (previously filed). |
|
|
|
3(a)
|
|
Articles of Incorporation of Raven Industries, Inc. and all amendments thereto.* |
|
|
|
1
|
|
|
Exhibit |
|
|
Number |
|
Description |
3(b)
|
|
Bylaws of Raven Industries, Inc.* |
|
|
|
3(c)
|
|
Extract of Shareholders Resolution adopted on April 7, 1962 with respect to the
bylaws of Raven Industries, Inc.* |
|
|
|
10(a)
|
|
Employment Agreement between Raven Industries, Inc. and Daniel Rykhus dated as of
April 1, 2004 (incorporated by reference to Exhibit 10(a) of the companys Form 10-Q
for the quarter ended April 30, 2004). |
|
|
|
10(b)
|
|
Change in Control Agreement between Raven Industries, Inc. and Daniel Rykhus dated as
of April 1, 2004 (incorporated by reference to Exhibit 10(b) of the companys Form
10-Q for the quarter ended April 30, 2004). |
|
|
|
10(c)
|
|
Change in Control Agreement between Raven Industries, Inc. and Ronald M. Moquist
dated as of March 17, 1989.* |
|
|
|
10(d)
|
|
Change in Control Agreement between Raven Industries, Inc. and Thomas Iacarella dated
as of August 1, 1998 (incorporated by reference to Exhibit 10.1 of the companys Form
10-Q for the quarter ended July 31, 1998). |
|
|
|
10(e)
|
|
Employment Agreement between Raven Industries, Inc. and Ronald M. Moquist dated as of
February 1, 2004.** |
|
|
|
10(f)
|
|
Employment Agreement between Raven Industries, Inc. and Thomas Iacarella dated as of
February 1, 2004.** |
|
|
|
10(g)
|
|
Schedule A to Employment Agreements between Raven Industries, Inc. and Ronald M.
Moquist and Thomas Iacarella dated as of February 1, 2004.** |
|
|
|
10(h)
|
|
Employment Agreement between Raven Industries, Inc. and Barbara Ohme dated as of
February 1, 2004.** |
|
|
|
10(i)
|
|
Change in Control Agreement between Raven Industries, Inc. and Barbara Ohme dated as
of February 1, 2004.** |
|
|
|
10(j)
|
|
Trust Agreement between Raven Industries, Inc. and Norwest Bank South Dakota, N.A.
dated April 26, 1989. * |
|
|
|
10(k)
|
|
Raven Industries, Inc. 2000 Stock Option and Compensation Plan adopted May 24, 2000
(incorporated by reference to Exhibit A to the companys definitive Proxy Statement
filed April 19, 2000). |
|
|
|
13
|
|
2005 Annual Report to Shareholders (previously filed). |
|
|
|
21
|
|
Subsidiaries of the Registrant (previously filed). |
|
|
|
23
|
|
Consent of Independent Registered Public Accounting Firm (previously filed). |
|
|
|
31(a)
|
|
Certification of CEO Pursuant to Section 302 of Sarbanes-Oxley Act (filed herewith). |
|
|
|
31(b)
|
|
Certification of CFO Pursuant to Section 302 of Sarbanes-Oxley Act (filed herewith). |
|
|
|
32
|
|
Certifications pursuant to Section 906 of Sarbanes-Oxley Act of 2002 (filed herewith). |
|
|
|
* |
|
Incorporated by reference to corresponding Exhibit Number of the
companys Form 10-K for the year ended January 31, 1989. |
|
** |
|
Incorporated by reference to corresponding Exhibit Number of the
companys Form 10-K for the year ended January 31, 2004. |
2
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.
|
|
|
|
|
|
|
| RAVEN INDUSTRIES, INC.
(Registrant)
|
|
October 6, 2005
|
|
By: |
/s/ Ronald
M. Moquist |
|
Date |
|
| Ronald M. Moquist |
|
|
| |
President and Chief Executive 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.
|
|
|
|
October 6, 2005
Date |
|
/s/ Ronald M. Moquist
Ronald M. Moquist
President (Principal Executive
Officer and Director)
|
|
|
|
October 6, 2005
Date |
|
/s/ Thomas Iacarella
Thomas Iacarella
Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
|
Directors: |
|
|
|
|
|
October 6, 2005
Date |
|
/s/ Conrad J. Hoigaard
Conrad J. Hoigaard |
|
|
|
October 6, 2005
Date |
|
/s/ Anthony W. Bour
Anthony W. Bour |
|
|
|
October 6, 2005
Date |
|
/s/ David A. Christensen
David A. Christensen |
|
|
|
October 6, 2005
Date |
|
/s/ Thomas S. Everist
Thomas S. Everist |
|
|
|
October 6, 2005
Date |
|
/s/ Mark E. Griffin
Mark E. Griffin |
|
|
|
October 6, 2005
Date |
|
/s/ Cynthia H. Milligan
Cynthia H. Milligan |
3
Exhibit
Index
|
|
|
|
Exhibit No. |
|
Description |
31(a)
|
|
Certification of CEO Pursuant to Section 302 of Sarbanes-Oxley Act. |
|
|
|
31(b)
|
|
Certification of CFO Pursuant to Section 302 of Sarbanes-Oxley Act. |
|
|
|
32
|
|
Certifications pursuant to Section 906 of Sarbanes-Oxley Act of 2002. |
4