UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT No. 1 TO
FORM 10-K
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended: December 31, 2008
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number: 001-33816
HECKMANN CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 26-0287117 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
| 75080 Frank Sinatra Drive | ||
| Palm Desert, CA | 92211 | |
| (Address of principal executive offices) | (Zip Code) | |
(760) 341-3606
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Name of each exchange on which registered | |
Units | New York Stock Exchange | |
Common Stock, $0.001 par value | New York Stock Exchange | |
Common Stock Purchase Warrants | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Exchange Act:
None
Indicate by check mark if the 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 registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x
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 requirements for the past 90 days. Yes x 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 herein, and will not 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 Company is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See 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 x | |||
| Non-accelerated filer ¨ | (Do not check if a smaller reporting company) | Smaller reporting company ¨ |
Indicate by check mark whether the Company is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
As of June 30, 2008, the aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was $484,868,608 based on the closing sale price as reported on the New York Stock Exchange. Shares held by executive officers, directors and persons owning directly or indirectly more than 10% of the outstanding common stock have been excluded from the preceding number because such persons may be deemed to be affiliates of the registrant. This determination of affiliate status is not necessarily a conclusive determination for other purposes.
The number of shares outstanding of the registrant’s common stock as of March 13, 2009 was 110,074,223.
Documents Incorporated by Reference
Portions of the registrant’s Proxy Statement for the 2009 Annual Meeting of Stockholders to be held on May 6, 2009 are incorporated by reference into Part III, Items 10-13 of this Annual Report on Form 10-K.
EXPLANATORY NOTE
This Amendment No. 1 to Form 10-K (the “Amendment”) amends the Annual Report on Form 10-K of Heckmann Corporation, for the year ended December 31, 2008, that we originally filed with the Securities and Exchange Commission (the “SEC”) on March 16, 2009 (the “Original Filing”). We are filing the Amendment in response to comments from the SEC for the purpose of correcting Exhibits 31.1 and 31.2 of the Original Filing. Replacement Exhibits 31.1 and 31.2 are filed herewith.
This Amendment does not attempt to modify or update any other disclosures set forth in the Original Filing, speaks as of the date of the Original Filing and does not update or discuss any other developments affecting us subsequent to the date of the Original Filing.
1
PART IV
| Item 15. | Exhibits, Financial Statement Schedules |
The following documents are filed as part of this Amendment No. 1 to Form 10-K:
Exhibit Number | Description | |
| 31.1 | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* | |
| 31.2 | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* | |
2
Pursuant to the requirements of Section 13 or 15(d) 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.
| HECKMANN CORPORATION | ||||
| Date: May 5, 2009 | By: | /s/ RICHARD J. HECKMANN | ||
| Name: | Richard J. Heckmann | |||
| Title: | Chief Executive Officer | |||
3