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 April 1, 2006
OR
[ ] 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: 333-133866
NTK Holdings, Inc. |
| (exact name of registrant as specified in its charter) |
| | |
Delaware | 20-1934298 |
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification Number) |
| | |
50 Kennedy Plaza Providence, Rhode Island | 02903-2360 |
| (Address of principal executive offices) | (zip code) |
| | |
Registrant’s Telephone Number, Including Area Code: (401) 751-1600 |
| |
Securities registered pursuant to Section 12(b) of the Act: None |
Indicate by check mark whether 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 [_] No [X]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of “accelerated filer and large accelerated file” in Rule 12b-2 of the Exchange Act). (Check one):
| Large accelerated filer [_] | Accelerated Filer [_] | Non-accelerated filer [X] |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [_] No [X]
The aggregate market value of voting stock held by non-affiliates is zero.
The number of shares of Common Stock outstanding as of May 5, 2006 was 3,000.
EXPLANATORY NOTE
This Form 10-Q/A (the “Amended Report”) is being filed to amend certain disclosure items related to Item 4, “Controls and Procedures”, (“Item 4”) and to provide the Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. §1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (the “906 Certifications”) with respect to the Company’s Form 10-Q originally filed with the Securities and Exchange Commission on May 9, 2006.
In Item 4 of the Form 10-Q as originally filed (the “Original Report”), the Company’s disclosure regarding changes in internal controls indicated that there have been no “significant” changes in the Company’s internal control over financial reporting. In Item 4 as included in this Form 10-Q/A, the word “significant” has been deleted from the disclosure.
This Amended Report contains only the cover page and Item 4 of Part I, which are being amended, as well as Item 6, “Exhibits”, of Part II to reflect the 906 Certifications being filed as Exhibits 32.1 and 32.2 to this Amended Report. This Amended Report has not been updated for events occurring after the filing of the Original Report nor does it change any other disclosures contained in the Original Report. Accordingly, this Amended Report should be read in conjunction with the Original Report.
NTK HOLDINGS, INC. AND SUBSIDIARIES
MANAGEMENT’S DISCUSSION AND ANALYSIS
OF THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE FIRST QUARTER ENDED APRIL 1, 2006
AND THE FIRST QUARTER ENDED APRIL 2, 2005
(Continued)
PART I - FINANCIAL INFORMATION
Item 4. Controls and Procedures
As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chairman and Chief Executive Officer along with the Company’s Vice President and Chief Financial Officer and the Company’s Corporate Disclosure and Controls Committee, of the effectiveness of the Company’s disclosure controls and procedures as defined in Rule 13a-15e and 15d-15e under the Securities Exchange Act of 1934, as amended. Based upon that evaluation, the Company’s Chairman and Chief Executive Officer along with the Company’s Vice President and Chief Financial Officer concluded that as of the end of such period, the Company’s disclosure controls and procedures are effective to ensure that information relating to the Company (including its consolidated subsidiaries) required to be disclosed in the Company’s periodic SEC filings is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms. There have been no changes in the Company’s internal control over financial reporting that occurred during the period covered by this report that have materially affected, or that are reasonably likely to materially affect the Company’s internal control over financial reporting.
PART II. OTHER INFORMATION
Item 6. Exhibits
The items marked with an asterisk are filed herewith.
| * | 31.1 | Certificate of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| | | |
| * | 31.2 | Certificate of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| | | |
| * | 32.1 | Certificate of Chief Executive Officer Pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| | | |
| * | 32.2 | Certificate of Chief Financial Officer Pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
SIGNATURE
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.
NTK HOLDINGS, INC.
(Registrant)
/s/ Almon C. Hall
Almon C. Hall
Vice President and Chief
Financial Officer
November 21, 2006
