UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2011
or
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: 1-2394
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| (Exact name of registrant as specified in its charter) |
| |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
1133 Westchester Avenue, Suite N222 | |
| (Address of principal executive offices) | (Zip Code) |
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| (Registrant’s telephone number, including area code) |
| |
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| (Former name, former address and former fiscal year, if changed since last report) |
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 o
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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ¨ | Accelerated filer o |
| | |
Non-accelerated filer ¨ (Do not check if a smaller reporting company) | Smaller reporting company x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
The number of shares of Common Stock issued and outstanding as of November 8, 2011 was 12,646,498
The purpose of this Amendment No. 1 to Handy & Harman Ltd.’s Quarterly Report on Form 10−Q for the quarterly period ended September 30, 2011, filed with the Securities and Exchange Commission on November 10, 2011 (the “Form 10−Q”), is solely to furnish revised XBRL (eXtensible Business Reporting Language) documents in Exhibit 101 to the Form 10−Q.
No other changes have been made to the Form 10−Q. This Amendment No. 1 to the Form 10−Q speaks as of the original filing date of the Form 10−Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10−Q.
Pursuant to Rule 406T of Regulation S−T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
ITEM 6. Exhibits
| * | Exhibit 4.1. Amendment No. 3, dated September 12, 2011, to Amended and Restated Loan and Security Agreement by and among Handy & Harman Group Ltd. (“H&H Group”), certain of its subsidiaries, Wells Fargo Bank, National Association, in its capacity as agent, and the financial institutions party thereto as lenders. |
| * | Exhibit 4.2. Amended and Restated Loan and Security Agreement, dated September 12, 2011, by and among H&H Group, certain of its subsidiaries, Ableco, L.L.C., in its capacity as agent, and the financial institutions party thereto as lenders. |
| * | Exhibit 31.1. Certification of Principal Executive Officer pursuant to Rule 13a-15(f) or 15d-15(f) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| * | Exhibit 31.2. Certification of Principal Financial Officer pursuant to Rule 13a-15(f) or 15d-15(f) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| * | Exhibit 32. Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14(b) or 15d-14(b) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of Chapter 63 of Title 18 of United States Code. |
| ** | Exhibit 101.INS XBRL Instance Document |
| ** | Exhibit 101.SCH XBRL Taxonomy Extension Schema |
| ** | Exhibit 101.CAL XBRL Taxonomy Extension Calculation Linkbase |
| ** | Exhibit 101.DEF XBRL Taxonomy Extension Definition Linkbase |
| ** | Exhibit 101.LAB XBRL Taxonomy Extension Label Linkbase |
| ** | Exhibit 101.PRE XBRL Taxonomy Extension Presentation Linkbase |
* Filed with the Form 10-Q on November 10, 2011.
** Furnished with this Form 10Q/A.
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.
| | HANDY & HARMAN Ltd. |
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| | James F. McCabe, Jr. Senior Vice President and Chief Financial Officer (Principal Accounting Officer) |
November 14, 2011
Exhibits
| Exhibit 101.INS | XBRL Instance Document |
| Exhibit 101.SCH | XBRL Taxonomy Extension Schema |
| Exhibit 101.CAL | XBRL Taxonomy Extension Calculation Linkbase |
| Exhibit 101.DEF | XBRL Taxonomy Extension Definition Linkbase |
| Exhibit 101.LAB | XBRL Taxonomy Extension Label Linkbase |
| Exhibit 101.PRE | XBRL Taxonomy Extension Presentation Linkbase |
