UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 June 30, 2012
| ¨ | 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: 1-12619
Ralcorp Holdings, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Missouri | 43-1766315 | |
(State or Other Jurisdiction of Incorporation) | (IRS Employer Identification Number) |
800 Market Street
St. Louis, Missouri 63101
(Address, including Zip Code, of Principal Executive Offices)
Registrant’s telephone number, including area code: (314) 877-7000
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 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, a non-accelerated filer, or a smaller reporting company. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer x | Accelerated filer ¨ | |||
| Non-accelerated filer ¨ | Smaller reporting company ¨ | |||
Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes ¨ No x
Number of shares of common stock, $.01 par value, outstanding as of September 10, 2012: 55,032,538
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-Q/A (“Form 10-Q/A”) amends the Quarterly Report on Form 10-Q of Ralcorp Holdings, Inc. for the quarter ended June 30, 2012, as originally filed with the Securities and Exchange Commission on September 12, 2012 (the “Original Filing”). As a result of a processing error, the Section 1350 Certification attached as Exhibit 32 to the Original Filing included an incorrect date. This Form 10-Q/A is being filed solely to include the correct certification.
See Exhibit Index.
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.
| Ralcorp Holdings, Inc. | ||
| By: | /s/ Scott Monette | |
| Scott Monette | ||
Corporate Vice President and Chief Financial Officer | ||
| September 13, 2012 | ||
Exhibit Index
Exhibit No. | Description | |
| *23 | Consent of PricewaterhouseCoopers LLP | |
| *31.1 | Section 302 Certification of Kevin J. Hunt dated September 12, 2012. | |
| *31.2 | Section 302 Certification of Scott Monette dated September 12, 2012. | |
| 32 | Section 1350 Certification of Kevin J. Hunt and Scott Monette dated September 12, 2012. | |
| **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 with the Company’s Form 10-Q for the period ended June 30, 2012 filed with the SEC on September 12, 2012 |
| ** | Furnished with the Company’s Form 10-Q for the period ended June 30, 2012 filed with the SEC on September 12, 2012 |
