Form 10K-A FY13
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No. 1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended February 28, 2013
OR
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: 1-12777
AZZ incorporated
(Exact name of registrant as specified in its charter)
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TEXAS | | 75-0948250 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
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One Museum Place, Suite 500 | | |
3100 West Seventh Street | | |
Fort Worth, Texas | | 76107 |
(Address of principal executive offices) | | (Zip Code) |
(817) 810-0095
(Registrant's telephone number, including area code)
None
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | | Name of each exchange on which registered |
Common Stock, $1.00 par value per share | | New York Stock Exchange |
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.
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.
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.
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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
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 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.
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 definition of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer | ý | Accelerated filer | ¨ | Non-accelerated filer | ¨ | Smaller Reporting Company | ¨ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
As of August 31, 2012 (the last business day of its most recently completed second fiscal quarter), the aggregate market value of the registrant's common stock held by non-affiliates of the registrant was $776,841,787 based on the closing sale price of $31.76 per share as reported on the New York Stock Exchange. For purposes of determining the above stated amount, only the directors, executive officers and 10% or greater shareholders of the registrant have been deemed affiliates; however, this does not represent a conclusion by the registrant that any or all such persons are affiliates of the registrant.
As of April 15, 2013, there were 25,473,321 shares of the registrant's common stock ($1.00 par value) outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
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Document | | Parts Into Which Incorporated |
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2
EXPLANATORY NOTE
This Amendment No. 1 to the Annual Report on Form 10-K of AZZ incorporated (the “Company”) for the fiscal year ended February 28, 2013 is being filed solely for the purpose of filing as an exhibit the list of the Company's subsidiaries as required by Item 601 of Regulation S-K, which list was inadvertently omitted from the originally filed Form 10-K. This Form 10-K/A amends Part IV Item 15, Exhibits and Financial Statement Schedules, with respect to the original Form 10-K, in order to make such correction.
Except as described above, no other changes have been made to the original Form 10-K, and this Form 10-K/A does not amend, update, or change the financial statements or any other items or disclosures in the original Form 10-K. This Form 10-K/A does not reflect events occurring after the filing of the original Form 10-K or modify or update those disclosures, including any exhibits to the original Form 10-K affected by subsequent events. Information not affected by the change described above is unchanged and reflects the disclosures made at the time of the filing of the original Form 10-K on April 29, 2013. Accordingly, this Form 10-K/A should be read in conjunction with our filings made with the Securities and Exchange Commission subsequent to the filing of the original Form 10-K, including any amendments to those filings.
Item 15. Exhibits and Financial Statement Schedules.
Exhibits Required by Item 601 of Regulation S-K
A list of the exhibits required by Item 601 of Regulation S-K and filed as part of this Form 10-K/A is set forth in the Index to Exhibits beginning on page 4, which immediately precedes such exhibits.
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.
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| AZZ incorporated | |
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Date: 5/2/2013 | | By: /s/ David H. Dingus |
| | David H. Dingus, Principal Executive Officer and Director |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of AZZ and in the capacities and on the dates indicated.
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/s/David H. Dingus | | /s/ Dana L. Perry | |
David H. Dingus, Principal Executive Officer and Director | | Dana L. Perry, Principal Financial Officer and Director | |
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/s/Daniel R. Feehan | | /s/ Richard Butler | |
Daniel R. Feehan, Director | | Richard Butler, Vice President and Controller, Principal Accounting Officer | |
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/s/Martin C. Bowen | | /s/Peter A. Hegedus | |
Martin C. Bowen, Director | | Peter A. Hegedus, Director | |
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/s/Daniel E. Berce | | /s/Dr. H. Kirk Downey | |
Daniel E. Berce, Director | | Dr. H. Kirk Downey, Chairman of the Board and Director | |
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/s/Sam Rosen | | /s/Kevern R. Joyce | |
Sam Rosen, Director | | Kevern R. Joyce, Director | |
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EXHIBIT INDEX
Exhibit No.
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21 | Subsidiaries of the Company. Filed Herewith. |
31.1 | Chief Executive Officer Certificate pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 dated May 2, 2013. Filed Herewith. |
31.2 | Chief Financial Officer Certificate pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 dated May 2, 2013. Filed Herewith. |
32.1 | Chief Executive Officer Certificate pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 dated May 2, 2013. Filed Herewith. |
32.2 | Chief Financial Officer Certificate pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 dated May 2, 2013. Filed Herewith. |