UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No.2
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2007
Commission File Number: 0-23529
RFMC WILLOWBRIDGE FUND, L.P.
(Exact name of registrant as specified in its charter)
| Delaware | 22-2678474 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| 4 Benedek Road Princeton, NJ 08540 (Address of principal executive offices) (Zip Code) | |
| (609) 921-0717 | |
| (Registrant's telephone number, including area code) | |
| Securities registered pursuant to Section 12(b) of the Act: None | |
| Securities registered pursuant to Section 12(g) of the Act: | |
| Limited Partnership Units | |
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.
x Yes o 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. x
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. (Check one):
Large accelerated filer o Accelerated filer o
Non-accelerated filer x Smaller reporting company o
The Partnership's limited partnership interests are not traded on any market and, accordingly, do not have an aggregate market value. As of February 28, 2008 the net asset value of the limited partnership interests of the registrant held by non-affiliates of the registrant was approximately $70,990,228.
Explanatory Note:
RFMC Willowbridge Fund, L.P. (the "Partnership") is filing this Amendment No. 2 on Form 10-K/A (this "Amendment") to its Annual Report on Form 10-K/A (Amendment No. 1) for the year ended December 31, 2007, which was originally filed September 2, 2008 (the "Original Filing"), to set forth Item 9a(T), which replaces Item 9a in its entirety in the Original Filing. As disclosed below, Item 9a(T) sets forth management's annual report on internal control over financial reporting. The Item 9a(T) also revises management's conclusions regarding the effectiveness of the Partnership's disclosure controls and procedures as of December 31, 2007 solely as a result of its failure to file management's annual report on internal control over financial reporting in the Original Filing. This Amendment on Form 10-K/A also revises and updates the certifications in Exhibits 31.1 and 32.1. Except as otherwise stated herein, no other information contained in the Original Filing has been updated by this Amendment No. 2, and no disclosures have been updated to reflect events that occurred at a later date.
Part II - Item 9a(T) — Controls and Procedures
The Partnership's disclosure controls and procedures are designed to ensure that information required to be disclosed under the Securities Exchange Act of 1934 is accumulated and communicated to management, including the principal of the General Partner (who serves as the principal executive officer and financial officer of the Partnership), to allow for timely decisions regarding required disclosure and appropriate SEC filings. The principal of the General Partner (who serves as the principal executive officer and financial officer of the Partnership) evaluated the effectiveness of the design and operation of the Partnership's disclosure controls and procedures (as defined in Rule 13(a)-15(e) under the Securities Exchange Act of 1934, as amended), which are designed to ensure that the Partnership records, processes, summarizes and reports in a timely and effective manner the information required to be disclosed in the reports filed with or submitted to the Securities and Exchange Commission.
Based upon that evaluation and solely because of the Partnership's failure to file the required management's annual report on internal control over financial reporting ("Report of Management") in its Annual Report on Form 10-K when it was originally filed in March 2008, the General Partners has concluded that the Partnership's disclosure controls and procedures were not effective in timely alerting the General Partners to material information related to the Partnership that is required to be included in our periodic filings and the SEC.
The Partnership has remedied this failure in the effectiveness of its disclosure controls and procedures by filing the required Report of Management in this amendment to its Annual Report on Form 10-K. The Partnership has also implemented additional controls and procedures designed to ensure that the disclosures provided by the Partnership of the applicable filing made under the Exchange Act. Other than the changes discussed in the immediately preceding sentence, there were no other changes in the Partnership's internal controls during the fourth quarter of 2007 that have materially affected or are reasonably likely to affect the Partnership's internal control over financial reporting.
Management's Annual Report on Internal Control over Financial Reporting
The management of the General Partner (which is the principal of the General Partner) is responsible for establishing and maintaining adequate internal control over financial reporting by the Partnership. The General Partner's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States. The Partnership's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Partnership; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States, and that receipts and expenditures of the Partnership are being made only in accordance with authorizations of management of the Partnership; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Partnership's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. All internal control systems, no matter how well designed, have inherent limitations, including the possibility of human error and the circumvention of overriding controls. Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management of the General Partner assessed the effectiveness of the Partnership's internal controls over financial reporting as of December 31, 2007. In making this assessment, management of the General Partner used the framework established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").
Management's annual report does not include an attestation report of the Partnership's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Partnership's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Partnership to provide only management's report in this annual report.
Part IV
ITEM 15. Exhibits and Financial Statement Schedules.
Documents Filed as a Part of This Report.
1. Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
2. Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, RFMC Willowbridge Fund, L.P. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
RFMC WILLOWBRIDGE FUND, L.P.
By: Ruvane Fund Management Corporation
Its: General Partner
By: /s/ Robert L. Lerner
Robert L. Lerner, President, Principal Executive Officer and
Principal Financial Officer
Date: September 17, 2008
