UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended November 1, 2008
Commission file number 0-6506
NOBILITY HOMES, INC. |
(Name of issuer in its charter) |
Florida | 59-1166102 |
(State or other jurisdiction of | (I.R.S. Employer |
incorporation or organization) | Identification No.) |
3741 S.W. 7th Street | |
Ocala, Florida | 34474 |
(Address of principal executive offices) | (Zip Code) |
(352) 732-5157
(Issuer’s telephone number, including area code)
Securities registered under Section 12(b) of the Act:
Title of each class | Name of each exchange on which registered |
None | None |
Securities registered pursuant to Section 12(g) of the Act:
Common Stock $.10 par value
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes No
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
Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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 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.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,”“accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | Accelerated filer |
Non-accelerated filer | Smaller Reporting Company |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes No
State the aggregate market value of the voting stock held by non-affiliates of the registrant (1,435,284 shares) based on the closing price on the Nasdaq Global Market on May 3, 2008 (the last business day of the most recent second quarter) was $24,543,356.
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Shares Outstanding | |
Title of Class | January 16, 2009 |
Common Stock | 4,069,546 |
DOCUMENTS INCORPORATED BY REFERENCE
Title | Form 10-K |
Definitive proxy statement for Annual Meeting of | Part III, Item 10-14 |
Shareholders to be held February 27, 2009 |
EXPLANATORY NOTE
This amendment to the Form 10-K of Nobility Homes, Inc. for the year ended November 1, 2008, is being filed to provide management certifications including the internal control over financial reporting language required by Item 601(b)(31) of Regulation S-K.
PART IV
Item 15. | Exhibits, Financial Statement Schedules and Reports on Form 8-K |
(a) | Consolidated Financial Statements and Schedules: |
Report of McGladrey & Pullen, LLP |
Consolidated Balance Sheets at November 1, 2008 and November 3, 2007 |
Consolidated Statements of Income and Comprehensive Income for the Years Ended November 1, 2008 and November 3, 2007 |
Consolidated Statements of Changes in Stockholders' Equity for the Years Ended November 1, 2008 and November 3, 2007 |
Consolidated Statements of Cash Flows for the Years Ended November 1, 2008 and November 3, 2007 |
Notes to Consolidated Financial Statements |
(b) | Reports on Form 8-K: |
None |
(c) | Exhibits |
3. | (a) | Nobility’s Articles of Incorporation, as amended (filed as an exhibit to Nobility’s Form 10-K for the fiscal year ended November 1, 1997 and incorporated herein by reference). |
(b) | Bylaws, as amended March 28, 1994, (filed as an exhibit to Nobility’s Form 10-KSB for the fiscal year ended October 29, 1994 and incorporated herein by reference.) |
10. | (a) | Joint Venture Agreement with 21st Century Mortgage Corporation (filed as an exhibit to Nobility’s Form 10-K for the fiscal year ended November 1, 1997 and incorporated herein by reference). |
*(b) | Stock Incentive Plan (filed as an exhibit to Nobility’s registration statement on Form S-8, registration no. 333-44769, and incorporated herein by reference). |
*(i) Amendment to Stock Incentive Plan (filed as an exhibit to Nobility’s Form 10-K for fiscal year ended November 1, 2008 and incorporated herein by reference). |
(c) | Revolving Credit Agreement dated April 18, 2001 with SunTrust Bank, a Georgia state-chartered bank (filed as an exhibit to Nobility’s Form 10-K for the fiscal year ended November 3, 2001 and incorporated herein by reference). |
* Management Remuneration Plan. |
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(d) | Agreement dated September 7, 2001 between Nobility and Terry E. Trexler relating to use of life insurance proceeds (filed as an exhibit to Nobility’s Form 10-K for the fiscal year ended November 3, 2001 and incorporated herein by reference). |
14. | Nobility’s Code of Ethics (filed as an exhibit to Nobility’s form 10-K for the fiscal year ended November 5, 2005 and incorporated herein by reference). |
21. | Subsidiaries of Nobility (filed as an exhibit to Nobility’s Form 10-K for fiscal year ended November 1, 2008 and incorporated herein by reference). |
23. | Consent of McGladrey & Pullen, LLP (filed as an exhibit to Nobility’s Form 10-K for fiscal year ended November 1, 2008 and incorporated herein by reference). |
31. | (a) | Written Statement of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act and Rule 13a-14(a)or 15d-14(a) under the Securities Exchange Act of 1934. |
(b) | Written Statement of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act and Rule 13a-14(a)or 15d-14(a) under the Securities Exchange Act of 1934. |
32. | (a) | Written Statement of Chief Executive Officer pursuant to 18 U.S.C. §1350. |
(b) | Written Statement of Chief Financial Officer pursuant to 18 U.S.C. §1350. |
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Signatures
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
NOBILITY HOMES, INC. | |
DATE: September 25, 2009 | By: /s/ Terry E. Trexler |
Terry E. Trexler, Chairman, | |
President and Chief Executive Officer |
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EXHIBIT INDEX
3. | (a) | Nobility’s Articles of Incorporation, as amended (filed as an exhibit to Nobility’s Form 10-K for the fiscal year ended November 1, 1997 and incorporated herein by reference). |
(b) | Bylaws, as amended March 28, 1994, (filed as an exhibit to Nobility’s Form 10-KSB for the fiscal year ended October 29, 1994 and incorporated herein by reference.) |
10. | (a) | Joint Venture Agreement with 21st Century Mortgage Corporation (filed as an exhibit to Nobility’s Form 10-K for the fiscal year ended November 1, 1997 and incorporated herein by reference). |
*(b) | Stock Incentive Plan (filed as an exhibit to Nobility’s registration statement on Form S-8, registration no. 333-44769, and incorporated herein by reference). |
*(i) Amendment to Stock Incentive Plan (filed as an exhibit to Nobility’s Form 10-K for fiscal year ended November 1, 2008 and incorporated herein by reference). |
(c) | Revolving Credit Agreement dated April 18, 2001 with SunTrust Bank, a Georgia state-chartered bank (filed as an exhibit to Nobility’s Form 10-K for the fiscal year ended November 3, 2001 and incorporated herein by reference). |
(d) | Agreement dated September 7, 2001 between Nobility and Terry E. Trexler relating to use of life insurance proceeds (filed as an exhibit to Nobility’s Form 10-K for the fiscal year ended November 3, 2001 and incorporated herein by reference). |
14. | Nobility’s Code of Ethics (filed as exhibit to Nobility’s Form 10-K for the fiscal year ended November 5, 2005 and incorporated herein by reference). |
21. | Subsidiaries of Nobility(filed as an exhibit to Nobility’s Form 10-K for fiscal year ended November 1, 2008 and incorporated herein by reference). |
23 | Consent of McGladrey & Pullen, LLP (filed as an exhibit to Nobility’s Form 10-K for fiscal year ended November 1, 2008 and incorporated herein by reference). |
31. | (a) | Written Statement of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act and Rule 13a-14(a)or 15d-14(a) under the Securities Exchange Act of 1934. |
(b) | Written Statement of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act and Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934. |
32. | (a) | Written Statement of Chief Executive Officer pursuant to 18 U.S.C.ss.1350. |
(b) | Written Statement of Chief Financial Officer pursuant to 18 U.S.C.ss.1350. |
* Management Remuneration Plan. |
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