UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended December 30, 2016
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 number001-37793
Atkore International Group Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 90-0631463 | |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
16100 South Lathrop Avenue, Harvey, Illinois 60426
(Address of principal executive offices) (Zip Code)
708-339-1610
(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 requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of RegulationS-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” inRule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☒ (Do not check if a smaller reporting company) | Smaller reporting company | ☐ | |||
Indicate by check mark whether the registrant is a shell company (as defined inRule 12b-2 of the Act). Yes ☐ No ☒
As of January 31, 2017, there were 63,121,455 shares of the registrant’s common stock, $0.01 par value per share, outstanding.
EXPLANATORY NOTE
Atkore International Group Inc. (the “Company”) is filing this Amendment No. 1 on Form10-Q/A (this “Amendment”) to amend its Quarterly Report on Form10-Q for the period ended December 30, 2016 (the “Form10-Q”), originally filed with the Securities and Exchange Commission on February 7, 2017. The sole purpose of this Amendment is to amend the certifications by the Company’s principal executive officer and principal financial officer pursuant to Rule13a-14(a) of the Securities Exchange Act of 1934, as amended, which are included as Exhibits 31.1 and 31.2 hereto. Specifically, the company is refiling these certifications to add certain required language referring to internal control over financial reporting in the introductory sentence of paragraph 4 that was inadvertently omitted from the Company’s certifications in the Form10-Q.
This Amendment is as of the original filing date, does not reflect events occurring after the filing of the Form10-Q, or modify or update those disclosures that may be affected by subsequent events, and no other changes are being made to any other disclosure contained in the Form10-Q. The Company is not including certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350), as no financial statements are being filed with this Amendment.
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PART II - OTHER INFORMATION
Item 6. Exhibits
| 10.1 | Fifth Amendment to Credit Agreement and Third Amendment to and Reaffirmation of Guarantee and Collateral Agreement, dated as of December 22, 2016, among Atkore International, Inc., the several banks and other financial institutions from time to time parties thereto, UBS AG, Stamford Branch, as administrative agent for the lenders and as collateral agent for the secured parties, the other loan parties party thereto and the several banks and other financial institutions party thereto, is incorporating by reference to Exhibit 10.1 to theCompany’s Current Report on Form 8-K, filed December 22, 2016. | |
| 10.2 | Second Amendment to First Lien Credit Agreement and First Amendment to and Reaffirmation of Guarantee and Collateral Agreement, dated as of December 22, 2016, among Atkore International, Inc., Deutsche Bank AG New York Branch, as administrative agent, the other loan parties party thereto and the several banks and other financial institutions party thereto, is incorporating by reference to Exhibit 10.2 to the Company’s Current Report on Form8-K, filed December 22, 2016. | |
| 10.3†* | Form of Employee Stock Option Agreement under the Omnibus Incentive Plan. | |
| 10.4†* | Form of Employee Restricted Stock Agreement under the Omnibus Incentive Plan. | |
| 10.5†* | Form of Employee Performance Share Agreement under the Omnibus Incentive Plan. | |
| 31.1# | Certification of Chief Executive Officer Pursuant to Exchange Act Rule 13a - 14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 31.2# | Certification of Chief Financial Officer Pursuant to Exchange Act Rule 13a - 14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32.1‡ | Certification of Chief Executive Officer 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 Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 101.INS† | XBRL Instance Document | |
| 101.SCH† | XBRL Taxonomy Schema Linkbase Document | |
| 101.CAL† | XBRL Taxonomy Calculation Linkbase Document | |
| 101.DEF† | XBRL Taxonomy Definition Linkbase Document | |
| 101.LAB† | XBRL Taxonomy Labels Linkbase Document | |
| 101.PRE† | XBRL Taxonomy Presentation Linkbase Document | |
| # | Filed herewith. |
| † | Previously filed with our Quarterly Report on Form10-Q for the period ended December 30, 2016 filed on February 7, 2017. |
| ‡ | Previously furnished with our Quarterly Report on Form10-Q for the period ended December 30, 2016 filed on February 7, 2017. |
| * | Denotes management compensatory plan, contracts or arrangements. |
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SIGNATURES
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.
ATKORE INTERNATIONAL GROUP INC. | ||||||
| (Registrant) | ||||||
| Date: February 28, 2017 | By: | /s/ James A. Mallak | ||||
Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | ||||||
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