Ohio | 34-1888342 | |
(State or other jurisdiction of | (IRS Employer | |
incorporation) | Identification No.) |
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Information to be included in the report
As explained in these quarterly reports as originally filed, the Company calculated "Net loss per share - basic and assuming dilution" by dividing "Net Loss" as reflected in its Unaudited Condensed Consolidated Statement of Operations by the avera ge number of shares outstanding. This approach was discussed with and concurred in by E&Y. Subsequently, in connection with the preparation of the Company's quarterly report on Form 10-Q for the quarter ended September 30, 2005, the Company was informed by E&Y that the calculation made in these prior reports was incorrect, and that the correct calculation is to divide "Net Loss Available to Common Shareholders" as reflected in the Company's Unaudited Condensed Consolidated Statement of Operations, by the appropriate average number of shares outstanding during the respective periods.
For this reason, on November 4, 2005, the Company's Audit Committee, after consultation with the Company's counsel and E&Y, determined that this current report on Form 8-K should be filed and that the quarterly report on Form 10-Q for each of the periods ended March 31, 2005 and June 30, 2005 should be amended to reflect the revised method of calculating earnings (loss) per share. This revised method will be reflected in amen dments the Company will file for the earlier reports. Please note that no other amounts or disclosures will be restated.
Exhibit 14. Oglebay Norton Company's Ethical & Legal Code of Conduct, as amended November 4, 2005.
Oglebay Norton Company | ||||||||
Date: November 08, 2005 | By: | /s/ Julie A. Boland | ||||||
Julie A. Boland | ||||||||
VP, CFO and Treasurer | ||||||||
Exhibit No. | Description | |
EX-14. | Oglebay Norton Company's Ethical & Legal Code of Conduct, as amended November 4, 2005 |