UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Form 10-K/A
(Amendment No. 1)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year-ended January 28, 2006
Commission File No. 1-6695 JO-ANN STORES, INC.
(Exact name of Registrant as specified in its charter)
| | | |
| Ohio | | 34-0720629 |
| (State or other jurisdiction of | | (I.R.S. Employer Identification No.) |
| incorporation or organization) | | |
| | | |
| 5555 Darrow Road, Hudson, Ohio | | 44236 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code:
(330) 656-2600
Securities registered pursuant to Section 12(b) of the Act:
| | | |
| Title of Class | | Name of Each Exchange on Which Registered |
| Common Stock, Without Par Value | | New York Stock Exchange |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yeso Noþ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yeso Noþ
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. Yesþ Noo
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 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.þ
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 12b-2 of the Exchange Act.): Yeso Noþ
The aggregate market value of the common stock of the registrant held by non-affiliates of the registrant as of July 29, 2005 was $547.3 million, based upon the closing sales price of the registrant’s common stock on that date as reported on the New York Stock Exchange. All executive officers and directors of the registrant have been deemed, solely for the purpose of the foregoing calculation, to be “affiliates” of the registrant.
The number of common shares outstanding, as of March 31, 2006, of the registrant’s Common Stock were 23,935,437.
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A amends certain portions of the Annual Report on Form 10-K of Jo-Ann Stores, Inc. (the “Company”) for the fiscal year ended January 28, 2006 as filed with the Securities and Exchange Commission on April 13, 2006. In response to a comment letter from the Securities and Exchange Commission’s Division of Corporation Finance, the Company has made the following amendments to its disclosure:
1) Amend Item 9A. “Controls and Procedures” to clarify the Company’s response to the requirements of Item 307 of Regulation S-K regarding the effectiveness of the Company’s disclosure controls and procedures (as defined by Exchange Act Rules 13a-15(e) or 15d-15(e)).
2) Amend the certifications filed as Exhibits 31.1 and 31.2 to provide the exact language included in Item 601(b)(31) of Regulation S-K for paragraph 4(d).
No other amendments have been made, and this Form 10-K/A does not reflect events occurring after the filing of the original Annual Report on Form 10-K or modify or update those disclosures affected by subsequent events.
TABLE OF CONTENTS
PART II
Item 9A. Controls and Procedures
Disclosure Controls and Procedures—We maintain disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in our reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s (“SEC”) rules and forms, and that such information is accumulated and communicated to the management of Jo-Ann Stores, Inc. (the “Management”), including our Principal Executive Officer and our Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, Management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.
In connection with the preparation of this Annual Report on Form 10-K, as of January 28, 2006, an evaluation was performed under the supervision and with the participation of our Management, including the Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Based upon that evaluation, our Principal Executive Officer and our Principal Financial Officer have concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of the end of the period covered by this Annual Report on Form 10-K.
Management’s Annual Report on Internal Control over Financial Reporting— Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. The Company’s internal control system is designed to provide reasonable assurance to the Company’s management and Board of Directors regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
Management has assessed the effectiveness of the Company’s internal control over financial reporting as of January 28, 2006. In making its assessment of internal control over financial reporting, management used the criteria set forth by the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission inInternal Control — Integrated Framework.
Based on management’s assessment of internal controls over financial reporting under the criteria established in Internal Control — Integrated Framework, the Company concluded that, as of January 28, 2006, the Company’s internal control over financial reporting was effective to provide reasonable assurance regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States. Management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of January 28, 2006 has been audited by Ernst & Young LLP, an independent registered public accounting firm, and their report on management’s assessment appears below.
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Changes in Internal Control Over Financial Reporting— There were no changes in the Company’s internal control over financial reporting that occurred during the Company’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART IV
Item 15. Exhibits and Financial Statement Schedules
(3) Exhibits filed with this report onForm 10-K/A.
| | | |
| No. | | Exhibit Description |
| 24 | | Power of Attorney (filed as Exhibit 24 to the Registrant’s Form 10-K filed with the Commission on April 13, 2006 and incorporated herein by reference) |
| 31.1 | | Section 302 Certification By Chief Executive Officer |
| 31.2 | | Section 302 Certification By Chief Financial Officer |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Jo-Ann Stores, Inc.
| | | | | | | |
| By: | | /s/ DARRELL WEBB Darrell Webb | | | | April 4, 2007 |
| | | President and Chief Executive Officer | | | | |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:
| | | |
| Signature | | Title |
| |
/s/ DARRELL WEBB Darrell Webb | | Chairman of the Board and Director (Principal Executive Officer) |
| | | |
| | Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) |
| | | |
/s/ Scott Cowen* Scott Cowen | | Director |
| | | |
/s/ Ira Gumberg* Ira Gumberg | | Director |
| | | |
/s/ Patricia Morrison* Patricia Morrison | | Director |
| | | |
/s/ Frank Newman* Frank Newman | | Director |
| | | |
/s/ Beryl Raff* Beryl Raff | | Director |
| | | |
/s/ ALAN ROSSKAMM* Alan Rosskamm | | Director |
| | | |
/s/ Gregg Searle* Gregg Searle | | Director |
| | | |
/s/ Tracey Travis* Tracey Travis | | Director |
The undersigned, by signing his name hereto, does hereby sign this Annual Report on Form 10-K/A (Amendment No.1) on behalf of the above-named officers and directors of Jo-Ann Stores, Inc., pursuant to powers of attorney executed on behalf of each of such officers and directors.
| | | | | | | | | |
| * | | By: | | /s/ JAMES KERR James Kerr, Attorney-in-Fact | | | | April 4, 2007 |
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Index to Exhibits
| | | |
| Exhibit | | |
| Number | | Exhibit Description |
| 24 | | Power of Attorney (filed as Exhibit 24 to the Registrant’s Form 10-K filed with the Commission on April 13, 2006 and incorporated herein by reference) |
| 31.1 | | Section 302 Certification By Chief Executive Officer |
| 31.2 | | Section 302 Certification By Chief Financial Officer |
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