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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Quarterly Period ended March 31, 2006
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 000-50891
SPECIALTY UNDERWRITERS’ ALLIANCE, INC.
(Exact name of registrant as specified in the charter)
Delaware | 20-0432760 | |
(State or other jurisdiction of incorporation or | (I.R.S. Employer Identification | |
organization) | Number) | |
222 South Riverside Plaza Chicago, Illinois | 60606 | |
(Address of principal executive office) | (Zip Code) |
(888) 782-4672
(Registrant’s telephone number including area code)
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 requirement for the past 90 days. Yesþ Noo
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 filer” in Rule 12b-2 of the Exchange Act (check one):
Large accelerated filero | Accelerated filerþ | Non-accelerated filero |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12-b-2 of the Exchange Act). Yeso Noþ
As of May 1, 2006, there were 14,680,688 shares of common stock (“Common Stock”), $0.01 par value, outstanding and 472,703 shares of Class B common stock (“Class B Common Stock”), $0.01 par value, outstanding.
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PART I — FINANCIAL INFORMATION | ||||||||
Item 4: Controls and Procedures | ||||||||
PART II — OTHER INFORMATION | ||||||||
Item 6: Exhibits | ||||||||
SIGNATURES | ||||||||
302 Certification | ||||||||
302 Certification |
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EXPLANATORY NOTE
Specialty Underwriters’ Alliance, Inc. (the “Registrant”) is filing this Amendment No. 1 (this “Amendment”) to its Quarterly Report on Form 10-Q for the quarter ended March 31, 2006, which was originally filed with the Securities and Exchange Commission (the “SEC”) on May 9, 2006 (the “Quarterly Report”) solely for the purpose of correcting inadvertent omissions and typographical errors pertaining to certain references to internal control over financial reporting that were required to be provided in the Section 302 Certifications of our principal executive officer and principal financial officer as filed with the Company’s Quarterly Report. The required references to internal control over financial reporting have been included in paragraph 4 in the Section 302 Certifications filed with this Amendment. As paragraph 4 of the Section 302 Certifications relates to controls and procedures, we have included in this Amendment Item 4: Controls and Procedures of Part I – Financial Information, as it originally appeared in the Quarterly Report. No changes have been made to Item 4 from that which was included in the Quarterly Report. Paragraph 4 of the Section 302 Certifications filed with this Amendment amends paragraph 4 of the Section 302 Certifications originally filed with the Quarterly Report.
This Amendment does not reflect events occurring after the filing of the Quarterly Report or modify or update those disclosures affected by subsequent events. Except for the items described above or contained in this Amendment, this Amendment continues to speak as of the date of the Quarterly Report, and does not modify, amend or update in any way the financial statements or any other item or disclosures in the Quarterly Report.
PART I – FINANCIAL INFORMATION
Item 4: Controls and Procedures
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures.Disclosure controls and procedures are our controls and procedures that are designed to ensure that information required to be disclosed by us in our reports that we file or submit under the Securities Exchange Act of 1934, or the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
As required by SEC Rules 13a-15(b) and 15d-15(b), we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this quarterly report. This evaluation was carried out under the supervision and with the participation of our management, including our principal executive officer and principal financial officer. Based on this evaluation, these officers have concluded that the design and operation of our disclosure controls and procedures are effective.
Changes in Internal Control Over Financial Reporting.There were no changes to our internal controls over financial reporting that occurred during the quarter ended March 31, 2006 that have materially affected, or are reasonably likely to materially affect, these internal controls.
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Inherent Limitations on Effectiveness of Controls.A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within a company have been detected. Accordingly, our disclosure controls and procedures and internal controls over financial reporting are designed to provide reasonable, not absolute, assurance that the objectives of our disclosure control and internal control over financial reporting systems are met.
PART II – OTHER INFORMATION
Item 6: Exhibits
Exhibits:
Exhibit | ||
Number | Description | |
10.1.1 | Amendment No. 2 to Partner Agent Program Agreement, dated March 20, 2006 between the Registrant and American Team Managers* | |
31.1 | Certification of Courtney C. Smith pursuant to Section 302 of the Sarbanes-Oxley Act of 2002** | |
31.2 | Certification of Peter E. Jokiel pursuant to Section 302 of the Sarbanes-Oxley Act of 2002** | |
32.1 | Certification of Courtney C. Smith pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* | |
32.2 | Certification of Peter E. Jokiel Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* |
* | Previously filed as part of the Registrant’s Form 10-Q for the quarter ended March 31, 2006. | |
** | Submitted herewith. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
SPECIALTY UNDERWRITERS’ ALLIANCE, INC. | ||||||
(Registrant) | ||||||
Dated: June 16, 2006 | By: | /s/ Courtney C. Smith | ||||
Name: | ||||||
Title: | President and Chief Executive Officer (Principal Executive Officer) | |||||
Dated: June 16, 2006 | By: | /s/ Peter E. Jokiel | ||||
Name: | Peter E. Jokiel | |||||
Title: | Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) |
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