UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
| 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
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: 333-112246
Morris Publishing Group, LLC
Morris Publishing Finance Co.*
(Exact name of Registrants as specified in their charters)
| Georgia | | 26-2569462 |
| Georgia | | 20-0183044 |
| (State of organization) | | (I.R.S. Employer Identification Numbers) |
| 725 Broad Street | | 30901 |
| Augusta, Georgia | | (Zip Code) |
| (Address of principal executive offices) | | |
(706) 724-0851
(Registrants’ Telephone Number)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if either Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ¨ No x
Indicate by check mark if the Registrants are not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes x No ¨
Indicate by check mark whether the Registrants (1) have 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) have been subject to such filing requirements for the past 90 days.
Yes ¨ No x
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 the registrants’ 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.
N/A
Indicate by check mark whether the Registrants are large accelerated filers, accelerated filers, non-accelerated filers, or smaller reporting companies. 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 ¨ |
| | | |
Non-Accelerated Filer x | | Smaller Reporting Company ¨ |
Indicate by check mark whether the Registrant Morris Publishing Group, LLC is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ¨ No x
Indicate by check mark whether the Registrant Morris Publishing Finance Co. is a shell company (as defined in Rule 12b-2 of the Exchange Act).
w
Yes x No ¨
The aggregate market value of the voting and non-voting common equity of the Registrants held by non-affiliates is $0 as of June 30, 2007 and currently.
* Morris Publishing Finance Co. meets the conditions set forth in General Instruction I (1) (a) and (b) of Form 10-K and is therefore filing this form with the reduced disclosure format.
TABLE OF CONTENTS
| | | | Page | |
| Explanatory Note | | | | 2 | |
| | | | | | |
| Part IV | | | | | |
| Item 15. | Exhibits and Financial Statement Schedules | | | 3 | |
| | | | | | |
| SIGNATURES | | | | 4 | |
EXPLANATORY NOTE
We are filing this Amendment No. 1 on Form 10-K/A for the purpose of amending our Annual Report on Form 10-K filed on March 31, 2008 ("Original Report"). We are including in this amendment the appropriate form of certifications of our principal executive and principal financial officers regarding internal controls over financial reporting (Exhibits 31.1 and 31.2 ).
The cover page of this Amendment No. 1 also includes the new I.R.S. Employer Identification Number of Morris Publishing Group, LLC, as assigned by the I.R.S. on May 8, 2008. The Original Report reflected the formerly used I.R.S. Employer Identification Number 58-1445060 (which is the I.R.S. Employer Identification Number of such registrant's ultimate parent.)
This Amendment No. 1 to our Annual Report on Form 10-K as originally filed on March 31, 2008 continues to speak as of the date of the Original Report, and we have not updated the disclosures contained in this Amendment No. 1 to reflect any events that occurred at a date subsequent to the filing of the Original Report.
PART IV
Item 15. Exhibits and Financial Statement Schedules.
(b) Exhibits
The following exhibits, which are numbered in accordance with Item 601 of Regulation S-K, are filed herewith or, as noted, incorporated by reference herein:
| Exhibit Number | | Exhibit Description | |
| 31.1 | | Rule 13a-14(a) Certifications | |
| 31.2 | | Rule 13a-14(a) Certifications | |
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Morris Publishing Group, LLC
Morris Publishing Finance Co.
By: /s/ William S. Morris IV
William S. Morris IV
President and Chief Executive Officer
(of both entities)
Date: May 19, 2008
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of both registrants and in the capacities and on the dates indicated.
| Signature | Title (for both registrants) | Date |
/s/ William S. Morris IV | President, CEO, Director (Principal Executive Officer) | 5/19/08 |
/s/ Steve K. Stone | Senior Vice President, CFO (Principal Financial and Accounting Officer) | |
/s/ William S. Morris III | Director (Chairman) | |
/s/ Mary S. Morris | Director | |
/s/ J.Tyler Morris | Director | |
/s/ Susie M. Baker | Director | |
/s/ Craig S. Mitchell | Director | |
