UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
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| þ | | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2004
OR
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| 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 number 1-12981
AMETEK, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware | | 14-1682544 |
(State or other jurisdiction of
incorporation or organization) | | (I.R.S. Employer Identification No.) |
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| 37 North Valley Road, Paoli, PA | | 19301 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code:
(610) 647-2121
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Name of each on which registered |
| Common Stock, $0.01 Par Value (voting) | | New York Stock Exchange |
| | | Pacific Exchange, Inc. |
Securities registered pursuant to Section 12(g) of the Act:
7.20% Senior Notes due 2008
Title of Class
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or15(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. Yesþ Noo
Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yesþ Noo
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 thisForm 10-K.þ
The aggregate market value of the voting stock held by non-affiliates of the registrant as of June 30, 2004, was $2,100,714,407, the last business day of registrant’s most recently completed second fiscal quarter.
The number of shares of common stock outstanding as of February 28, 2005, was 69,050,223.
Documents Incorporated By Reference
Part III incorporates information by reference from the Proxy Statement for the Annual Meeting of Stockholders on April 26, 2005.
Explanatory Note
AMETEK, Inc. hereby amends the following items of its Annual Report on Form 10-K for the fiscal year ended December 31, 2004 originally filed with Securities and Exchange Commission on March 8, 2005 (the “Original 10-K”) as set forth below and in the pages attached hereto:
Item 9A. Controls and Procedures
Item 15(3). Exhibits
Signatures
Except for the revision to Item 9A and other amendments described above, this Amendment No. 1 to the Annual Report on Form 10-K/A does not modify or update other disclosures in, or exhibits to the Original 10-K.
Item 9A.Controls and Procedures
Disclosure Controls and Procedures
The Company maintains a system of disclosure controls and procedures that is designed to provide reasonable assurance that information, which is required to be disclosed, is accumulated and communicated to management in a timely manner. The Company’s principal executive officer and principal financial officer evaluated the effectiveness of the system of disclosure controls and procedures as of December 31, 2004. Based on that evaluation, the Company’s principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures are effective in all material respects as of December 31, 2004.
Internal Control over Financial Reporting
Management’s report on the Company’s internal controls over financial reporting is included on page 29. The report of the independent registered public accounting firm with respect to Management’s assessment of the effectiveness of internal control over financial reporting, and the effectiveness of internal control over financial reporting is included on page 30.
Such evaluation did not identify any change in the Company’s internal control over financial reporting during the quarter ended December 31, 2004 that has materially affected, or is a reasonably likely to materially affect, the Company’s internal control over financial reporting.
Item 15(3). EXHIBITS
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| Exhibit | | |
| No. | | Description |
| | 31.1 | | | Certification of Chief Executive Officer, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| | | | | |
| | 31.2 | | | Certification of Chief Financial Officer, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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| | 32.1 | | | Certification of Chief Executive Officer, Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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| | 32.2 | | | Certification of Chief Financial Officer, Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of Securities Exchange Act of 1934, the registrant has duly caused this Amendment to this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| | AMETEK, Inc.
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| Dated: June 30, 2005 | By: | /s/ Robert R. Mandos, Jr. | |
| | | Robert R. Mandos, Jr. | |
| | | Senior Vice President & Comptroller (Principal Accounting Officer) | |
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