UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2007
o TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NO. 000-50253
SOUTH DAKOTA SOYBEAN PROCESSORS, LLC
(Exact Name of Registrant as Specified in its Charter)
South Dakota | | 46-0462968 |
(State of Other Jurisdiction of Incorporation or Organization) | | (I.R.S. Employer Identification No.) |
100 Caspian Avenue, Post Office Box 500, Volga, South Dakota 57071
(Address of Principal Executive Offices)
(605) 627-9240
(Registrant’s Telephone Number)
SECURITIES REGISTERED PURSUANT TO SECTION 12 (b) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12 (g) OF THE ACT:
CLASS A CAPITAL UNITS
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
o Yes x No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
o Yes x No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the 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. x Yes o No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained in this form, and no disclosure will 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. x
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 accelerated filer, large accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
o Large Accelerated Filer | | o Accelerated Filer | | o Non-Accelerated Filer | | x Smaller Reporting Company |
| | | | | (do not check if a smaller reporting company) | | |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). o Yes x No
The aggregate market value of the registrant’s common stock held by non-affiliates at June 30, 2007 was approximately $41,152,650. The aggregate market value was computed by reference to the last sales price during the registrant’s most recently completed second fiscal quarter.
As of the day of this filing, there were 30,419,000 Class A capital units of the registrant outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Part III of Form 10-K - Portions of the Information Statement for 2008 Annual Meeting of Members.
Explanatory Footnote Regarding Amendment No. 1
This amendment is filed solely to amend the certifications of our principal executive officer and principal accounting officer which were filed as Exhibit 31.1 to our Annual Report on Form 10-K for the year ended December 31, 2007. That exhibit, as originally filed, inadvertently omitted necessary language in paragraph number four indicating that, in addition to being responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), the officers are responsible for establishing and maintaining internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f). The revised exhibit being filed with this amendment now contains the previously omitted language. No revisions have been made to the financial statements or any other disclosures contained in the Annual Report.
This Amendment does not reflect events that have occurred after March 31, 2008, the date upon which the Annual Report on Form 10-K was originally filed with the Securities and Exchange Commission. Accordingly, this Amendment should be read in conjunction with our filings with the Securities and Exchange Commission subsequent to the filing of the original Form 10-K, including our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
Part IV
Item 15. Exhibits, Financial Statement Schedules.
The following exhibits and financial statements are filed as part of, or are incorporated by reference into, this report:
(a)(3) Exhibits - See Exhibit Index following the Signature Page to this report.
Pursuant to the requirement of Section 13 or 15(d) of the Securities Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
| | SOUTH DAKOTA SOYBEAN |
| | PROCESSORS, LLC |
| | |
| Date: August 29, 2008 | /s/ Rodney G. Christianson |
| | Rodney G. Christianson |
| | Chief Executive Officer |
| | |
| Date: August 29, 2008 | /s/ Mark Hyde |
| | Mark Hyde |
| | Controller, Principal Accounting Officer |
Pursuant to the requirements of the Securities Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| | SOUTH DAKOTA SOYBEAN |
| | PROCESSORS, LLC |
| | |
| Date: August 29, 2008 | /s/ Rodney G. Christianson |
| | Rodney G. Christianson |
| | Chief Executive Officer |
| | (Principal Executive Officer) |
| | SOUTH DAKOTA SOYBEAN |
| | PROCESSORS, LLC |
| | |
| Date: August 29, 2008 | /s/ Mark Hyde |
| | Mark Hyde |
| | Controller, Principal Accounting Officer |
| | |
| Date: August 29, 2008 | /s/ Paul Barthel |
| | Paul Barthel, Manager |
| | |
| Date: August 29, 2008 | /s/ Alan Christensen |
| | Alan Christensen, Manager |
| | |
| Date: August 29, 2008 | /s/ Dean Christopherson |
| | Dean Christopherson, Manager |
| | |
| Date: August 29, 2008 | /s/ Paul Dummer |
| | Paul Dummer, Manager |
| | |
| Date: August 29, 2008 | /s/ David Driessen |
| | David Driessen, Manager |
| | |
| Date: August 29, 2008 | /s/ Wayne Enger |
| | Wayne Enger, Manager |
| | |
| Date: August 29, 2008 | /s/ Dan Feige |
| | Dan Feige, Manager |
| | |
| Date: August 29, 2008 | /s/ Ronald J. Gorder |
| | Ronald J. Gorder, Manager |
| | |
| Date: August 29, 2008 | /s/ Marvin Hope |
| | Marvin Hope, Manager |
| | |
| Date: August 29, 2008 | /s/ James Jepsen |
| | James Jepsen, Manager |
| | |
| Date: August 29, 2008 | /s/ Jerome Jerzak |
| | Jerome Jerzak, Manager |
| | |
| Date: August 29, 2008 | /s/ Peter Kontz |
| | Peter Kontz, Manager |
| | |
| Date: August 29, 2008 | /s/ Bryce Loomis |
| | Bryce Loomis, Manager |
| Date: August 29, 2008 | |
| | Robert Nelsen, Manager |
| | |
| Date: August 29, 2008 | /s/ Robert Nelson |
| | Robert Nelson, Manager |
| | |
| Date: August 29, 2008 | /s/ Maurice Odenbrett |
| | Maurice Odenbrett, Manager |
| | |
| Date: August 29, 2008 | /s/ Randy Tauer |
| | Randy Tauer, Manager |
| | |
| Date August 29, 2008 | /s/ Delbert Tschakert |
| | Delbert Tschakert, Manager |
| | |
| Date: August 29, 2008 | /s/ Lyle Trautman |
| | Lyle Trautman, Manager |
| | |
| Date: August 29, 2008 | /s/ Ardon Wek |
| | Ardon Wek, Manager |
| | |
| Date: August 29, 2008 | /s/ Gary Wertish |
| | Gary Wertish, Manager |
EXHIBIT INDEX
Exhibit Number | | Description | | Filed Herewith | | Incorporated Herein by Reference to |
| | | | | | | |
| 31.1 | | Rule 13a-14(a)/15d-14(a) Certification. | | X | | |
| | | | | | | |
| 31.2 | | Rule 13a-14(a)/15d-14(a) Certification. | | | | |
| | | | | | | |
| 32.1 | | Section 1350 Certification. | | | | |
