UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
AMENDMENT NO. 1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
| | | |
| þ | | Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 |
| |
| | | For the fiscal year ended December 31, 2005 |
| |
| 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 No. 0-13147
LESCO, Inc.
(Exact name of registrant as specified in its charter)
| | | |
Ohio | | 34-0904517 |
(State or other jurisdiction of
incorporation or organization) | | (I.R.S. Employer Identification No.) |
| |
| 1301 East Ninth Street, Suite 1300 | | 44114 |
| Cleveland, Ohio | | (Zip Code) |
| (Address of principal executive offices) | | |
Registrant’s telephone number, including area code: (216) 706-9250
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Shares, without par value
(Title of class)
Indicate by check mark if the registrant is a well-known seasonal issuer, as defined in Rule 405 of the Securities Act. Yes o No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o No þ
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 þ No o
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. 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. Large accelerated filer o Accelerated filer þ Non-accelerated filer o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
As of June 30, 2005, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of Common Shares held by nonaffiliates was approximately $83,983,990.
Number of Common Shares outstanding on March 13, 2006: 8,941,094
DOCUMENTS INCORPORATED BY REFERENCE
None.
Explanatory Note
This Amendment No. 1 on Form 10-K/A to LESCO, Inc.’s (the “Company”) Annual Report on Form 10-K for the year ended December 31, 2005, originally filed with the Securities and Exchange Commission on March 16, 2006 (the “Original Filing”) amends our certifications filed pursuant to Rule 13a-14(a)/15d-14(a) as Exhibits 31(a) and 31(b) by Jeffrey L. Rutherford and Michael A. Weisbarth, respectively. We are filing this Amendment No. 1 to include the language underlined in the text below, which was inadvertently omitted from the Original Filing:
| 4. | | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as in Exchange Act Rules 13a-15(e)and 15d-15 (e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f))for the registrant and have: |
| | b. | | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
Except for the amendments above, this Form 10-K/A does not modify or update other disclosures in, or exhibits to, the Original Filing.
Item 6. Exhibits
(a) Exhibits. The following exhibits are filed herewith:
| | | |
Exhibit No. | | Exhibit |
| | | |
| 31(a) | | Certification of Jeffrey L. Rutherford pursuant to Rule 13a-14(a)/15d-14(a). |
| | | |
| 31(b) | | Certification of Michael A. Weisbarth pursuant to Rule 13a-14(a)/15d-14(a). |
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.
| | | | | | |
| | | LESCO, INC. |
| | | | | |
| | | | | |
| | | By | | /s/ Jeffrey L. Rutherford |
| | | | | |
| | | | | Jeffrey L. Rutherford
President and Chief Executive Officer |
Date: March 31, 2006
