| UNITED STATES |
| SECURITIES AND EXCHANGE COMMISSION |
| Washington, D.C. 20549 |
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FORM 10-K/A (Amendment No. 1) |
| | | | |
| [ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF |
1934 FOR THE FISCAL YEAR ENDED October 30, 2009 |
| 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 number 001-09299 |
| | | | |
| JOY GLOBAL INC. |
| (Exact Name of Registrant as Specified in Its Charter) |
| | | | |
| Delaware | | | 39-1566457 | |
| (State of Incorporation) | | (I.R.S. Employer Identification No.) |
| 100 East Wisconsin Ave, Suite 2780, Milwaukee, Wisconsin | | | 53202 | |
| (Address of principal executive offices) | | (Zip Code) |
| | | | | | | |
Registrant’s Telephone Number, Including Area Code: (414) 319-8500 |
| | | | | | | |
| Securities registered pursuant to Section 12(b) of the Act: |
| | | | | | | |
| Title of Each Class | | Name of each exchange on which registered |
| Common Stock, $1 Par Value | | The Nasdaq Stock Market LLC |
| | | | | | |
| | | | | | | |
| Securities registered pursuant to Section 12(g) of the Act: |
| Preferred Stock Purchase Rights | | | None |
| | | | | | | |
| Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. |
| Yes [X] 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 [X] |
| |
| 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 [X ] 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 has submitted electronically and posted on its corporate Website, |
| if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T |
| during the preceding 12 months (or such shorter period that the registrant was required to submit and post |
| such files). Yes [ X ] No [ ] |
| |
| Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filed or a |
| smaller reporting company. See the definition of “large accelerated filer,” “accelerated filer” and “smaller reporting |
| company” in Rule 12b-2 of the Exchange Act. |
| |
| Large accelerated filer [X] | 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 Act). |
| Yes [ ] No [X] |
| |
| The aggregate market value of the voting and non-voting common stock held by non-affiliates, as of May 1, 2009 the last |
| business day of our most recently completed second fiscal quarter, based on a closing price of $27.21 per share, was |
| approximately $2.8 billion. |
| |
| The number of shares outstanding of registrant’s common stock, as of December 16, 2009, was 102,514,419. |
| |
| Documents incorporated by reference: the information required by Part III, Items 10, 11, 12, 13, and 14, is incorporated |
| herein by reference to the proxy statement for the registrant’s 2010 annual meeting of stockholders. |
Explanatory Note
Joy Global Inc. (the "Company") filed its Annual Report on Form 10-K for the year ended October 30, 2009 on December 22, 2009 (the "Original Form 10-K"). The Company is filing this Amendment No. 1 on Form 10-K/A to list its Preferred Stock Purchase Rights on the cover page and to revise Item 5 - "Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Securities" to include a performance graph setting forth cumulative total shareholder return over the five preceding fiscal years as compared to selected market and industry indices. The Original Form 10-K inadvertently omitted this information. In addition, this Amendment No. 1 corrects certain typographical errors.
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases
of Equity Securities
Our common stock is traded on the Nasdaq Global Select Market under the symbol “JOYG.” As of November 30, 2009, there were approximately 34,000 shareholders of record. The following table sets forth the high and low sales prices and dividend payments for our common stock during the periods indicated.
| | | Price per Share | | | Dividends | |
| | | High | | | Low | | | Per Share | |
| Fiscal 2009 | | | | | | | | | |
| Fourth Quarter | | $ | 56.55 | | | $ | 35.44 | | | $ | 0.175 | |
| Third Quarter | | $ | 41.36 | | | $ | 27.51 | | | $ | 0.175 | |
| Second Quarter | | $ | 27.21 | | | $ | 15.75 | | | $ | 0.175 | |
| First Quarter | | $ | 27.21 | | | $ | 15.21 | | | $ | 0.175 | |
| | | | | | | | | | | | | |
| Fiscal 2008 | | | | | | | | | | | | |
| Fourth Quarter | | $ | 72.34 | | | $ | 20.90 | | | $ | 0.175 | |
| Third Quarter | | $ | 88.18 | | | $ | 66.44 | | | $ | 0.15 | |
| Second Quarter | | $ | 76.97 | | | $ | 61.52 | | | $ | 0.15 | |
| First Quarter | | $ | 67.24 | | | $ | 49.55 | | | $ | 0.15 | |
We did not make any purchases of our common stock, par value $1.00 per share, during the fourth quarter of fiscal 2009. Under our share repurchase program, management is authorized to repurchase up to $2.0 billion in shares of common stock in the open market or through privately negotiated transactions until December 31, 2011. The dollar amount of shares that may yet be purchased under the program is $883.4 million.
The following graph sets forth the cumulative total shareholder return, including reinvestment of dividends on a quarterly basis, on common stock during the preceding five years, as compared to the cumulative total returns of the Standard and Poor’s (“S&P”) 500 Composite Stock Index and the Dow Jones United States Commercial Vehicle Truck Index (“DJUSHR”). The DJUSHR was known as the Dow Jones U.S. Total Market Heavy Machinery Index until December 20, 2004. This graph assumes $100 was invested on November 2, 2003, in Common Stock, the S&P 500 Composite Stock Index, and the DJUSHR.
| | 10/30/04 | 10/29/05 | 10/28/06 | 10/26/07 | 10/31/08 | 10/30/09 |
| Joy Global Inc. | 100 | 203 | 278 | 387 | 202 | 361 |
| S&P 500 | 100 | 109 | 126 | 145 | 93 | 102 |
| DJUSHR | 100 | 122 | 159 | 238 | 115 | 160 |
Exhibits
| | 2.1 | Purchase Agreement by and among Joy Global Inc., NES Group, Inc. and N.E.S. Investment Co. (incorporated by reference to Exhibit 2.1 to current report of Joy Global Inc. on Form 8-K dated January 11, 2008, File No. 001-09299). |
| | 3.1 | Amended and Restated Certificate of Incorporation of Joy Global Inc. (incorporated by reference to Exhibit 3.1 to current report of Joy Global Inc. on Form 8-K dated July 12, 2001, File No. 001-09299). |
| 3.2 | Amended and Restated Bylaws of Joy Global Inc. as amended on December 18, 2006. (incorporated by reference to Exhibit 3.2 to Annual Report of Joy Global Inc. on Form 10-K for the year ended October 28, 2006, File No. 001-09299). |
| 3.3 | Certificate of Designations of Series A Junior Participating Preferred Stock of Joy Global Inc. dated July 15, 2002 (incorporated by reference to Exhibit 3(a) to report of Joy Global Inc. on Form 10-Q for the quarter ended August 3, 2002, File No. 001-09299). |
| 4.1 | Specimen common stock certificate of Joy Global Inc. (incorporated by reference to Exhibit 4.4 to current report of Joy Global Inc. on Form 8-K dated July 12, 2001, File No. 001-09299). |
| 4.2 | Rights Agreement, dated as of July 16, 2002, between Joy Global Inc. and American Stock Transfer and Trust Company, as rights agent, including the Form of Certificate of Designations, the Form of Rights Certificate and the Summary of Rights to Purchase Preferred Shares attached thereto as Exhibits A, B and C (incorporated by reference to Exhibit 4.1 to Joy Global Inc.’s Form 8-A filed on July 17, 2002, File No. 001-09299). |
| 4.3 | Indenture, dated as of November 10, 2006, among Joy Global Inc. and Wells Fargo Bank, N.A., as trustee (incorporated by reference to Exhibit 4.3 to current report of Joy Global Inc. on Form 8-K dated November 16, 2006, File No. 001-09299). |
| 4.4 | Supplemental Indenture, dated as of November 10, 2006, entered into by and among Joy Global Inc. and Wells Fargo Bank, N.A., as trustee (incorporated by reference to Exhibit 4.4 to current report of Joy Global Inc. on Form 8-K dated November 16, 2006, File No. 001-09299). |
| 4.5 | Form of 6.000% Senior Notes due 2016 and 6.625% Senior Notes due 2036 (incorporated by reference to Exhibit 4.5 to current report of Joy Global Inc. on Form 8-K dated November 16, 2006, File No. 001-09299). |
| 10.1 | Form of change of control Employment Agreement entered into between Joy Global Inc. and each of its executive officers (incorporated by reference to Exhibit 10(t) to Annual Report of Joy Global Inc. on Form 10-K for the year ended November 1, 2003, File No. 001-09299). |
| 10.2 | Joy Global Inc. 2007 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to report of Joy Global Inc. on Form 10-Q for the quarter ended April 27, 2007, File No. 001-09299). |
| 10.3 | Form of Nonqualified Stock Option Agreement, dated December 3, 2007, between the registrant and each of its executive officers in connection with the nonqualified stock options granted under the Joy Global Inc. 2007 Stock Incentive Plan. (incorporated by reference to Exhibit 10.2 to report of Joy Global Inc. on Form 10-Q for the quarter ended May 2, 2008, File No. 001-09299). |
| 10.4 | Form of Restricted Stock Unit Award Agreement, dated December 3, 2007, between the registrant and each of its executive officers in connection with restricted stock unit awards granted under the Joy Global Inc. 2007 Stock Incentive Plan (incorporated by reference to Exhibit 10.3 to report of Joy Global Inc. on Form 10-Q for the quarter ended May 2, 2008, File No. 001-09299). |
| 10.5 | Form of Performance Share Agreement, dated December 3, 2007, between the registrant and each of its executive officers in connection with performance share awards granted under the Joy Global Inc. 2007 Stock Incentive Plan (incorporated by reference to Exhibit 10.4 to report of Joy Global Inc. on Form 10-Q for the quarter ended May 2, 2008, File No. 001-09299). |
+
| 10.6 | Form of Nonqualified Stock Option Agreement, dated December 8, 2008, between the registrant and each of its executive officers in connection with the nonqualified stock options granted under the Joy Global Inc. 2007 Stock Incentive Plan. (incorporated by reference to Exhibit 10.1 to report of Joy Global Inc. on Form 10-Q for the quarter ended January 30, 2009, File No. 001-09299). |
| 10.7 | Form of Performance Share Agreement, dated December 8, 2008, between the registrant and each of its executive officers in connection with performance share awards granted under the Joy Global Inc. 2007 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to report of Joy Global Inc. on Form 10-Q for the quarter ended January 30, 2009, File No. 001-09299). |
| 10.8 | Form of Restricted Stock Unit Award Agreement, dated December 8, 2008, between the registrant and ach of its executive officers in connection with restricted stock unit awards granted under the Joy Global Inc. 2007 Stock Incentive Plan (incorporated by reference to Exhibit 10.3 to report of Joy Global Inc. on Form 10-Q for the quarter ended January 30, 2009, File No. 001-09299). |
| 10.9 | Form of IRC Section 409A Amendments to Performance Share Agreements, dated December 23, 2008 (incorporated by reference to Exhibit 10.4 to report of Joy Global Inc. on Form 10-Q for the quarter ended January 30, 2009, File No. 001-09299. |
| 10.10 | Form of IRC Section 409A Amendments to Restricted Stock Unit Award Agreements, dated December 23, 2008 (incorporated by reference to Exhibit 10.5 to report of Joy Global Inc. on Form 10-Q for the quarter ended January 30, 2009, File No. 001-09299). |
| 10.11 | Form of Restricted Stock Unit Award Agreement, dated March 4, 2008, between the registrant and each of its non-employee directors in connection with restricted stock unit awards granted under the Joy Global Inc. 2007 Stock Incentive Plan (incorporated by reference to Exhibit 10.5 to report of Joy Global Inc. on Form 10-Q for the quarter ended May 2, 2008, File No. 001-09299). |
| 10.12 | Form of Restricted Stock Unit Award Agreement, dated February 24, 2009, between the registrant and each of its non-employee directors in connection with restricted stock unit awards granted under the Joy Global Inc. 2007 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to report of Joy Global Inc. on Form 10-Q for the quarter ended May 1, 2009, File No. 001-09299). |
| 10.13 | Termination and Release Agreement between the Company and James H. Woodward, dated March 17, 2008 (incorporated by reference to Exhibit 10.1 to current report of Joy Global Inc. on Form 8-K/A dated March 24, 2008, File No. 001-09299). |
| 10.14 | Letter Agreement with James H. Tate regarding compensation arrangements in connection with appointment as Chief Financial Officer, reached March 26, 2008 (incorporated by reference to Exhibit 10.2 to current report of Joy Global Inc. on Form 8-K/A dated March 31, 2008, File No. 001-09299). |
| 10.15 | Letter Agreement with James H. Tate regarding compensation arrangements in connection with his resignation as acting Chief Financial Officer, dated December 9, 2008 (previously filed). |
| 10.16 | Letter Agreement with Randal W. Baker, dated November 19, 2009, regarding the terms of his employment as Executive Vice President of Joy Global Inc. and President and Chief Operating Officer of P&H Mining Equipment (previously filed). |
| 10.17 | Termination and Release Agreement between the Company and Mark E. Readinger, dated March 5, 2009 (incorporated by reference to Exhibit 10.2 to report of Joy Global Inc. on Form 10-Q for the quarter ended May 1, 2009, File No. 001-09299). |
| 10.18 | Credit Agreement dated as of October 28, 2005 entered into by and among Joy Global Inc., certain of its domestic subsidiaries, Bank of America, N.A., LaSalle Bank National Association, Deutsche Bank AG New York Branch, Harris N.A., JPMorgan Chase Bank, N.A., and the other lenders named therein (incorporated by reference to Exhibit 10.28 to report of Joy Global Inc. on Form 10-K for the year ended October 29, 2005, File No. 001-09299). |
| 10.19 | First Amendment to Credit Agreement dated as of November 10, 2006 and entered into among Joy Global Inc., as Borrower, the lenders listed therein, as Lenders, and Bank of America, N.A. as Administrative Agent (incorporated by reference to Exhibit 4.1 to current report of Joy Global Inc. on Form 8-K dated November 16, 2006, File No. 001-09299). |
| 10.20 | Second Amendment to Credit Agreement dated as of February 14, 2008 and entered into among Joy Global Inc., as Borrower, the lenders listed therein, as Lenders, and Bank of America, N.A. as Administrative Agent (incorporated by reference to Exhibit 10.1 to current report of Joy Global Inc. on Form 8-K dated February 19, 2008, File No. 001-09299). |
| 21 | Subsidiaries of the Registrant. |
| 23 | Consent of Ernst & Young LLP (previously filed). |
| 31.1 | Chief Executive Officer Rule 13a-14(a)/15d-14(a) Certifications. |
| 31.2 | Chief Financial Officer Rule 13a-14(a)/15d-14(a) Certifications. |
| 32 | Section 1350 Certifications. |
* Included on signature page of Form 10-K beginning on page F-52
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, in the City of Milwaukee, Wisconsin, on the 23rd day of December 2009.
JOY GLOBAL INC.
(Registrant)
/s/ Michael W. Sutherlin
Michael W. Sutherlin
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 indicated on December 23, 2009.
| Signature | | Title |
| | | |
| /s/ Michael W. Sutherlin | | President and Chief Executive Officer |
| Michael W. Sutherlin | | |
| | | |
| /s/ Michael S. Olsen | | Executive Vice President, Chief Financial Officer, Treasurer |
| Michael S. Olsen | | and Chief Accounting Officer |
| | | (Principal Financial Officer and Principal Accounting Officer) |
| | | |
| * | | Chairman of the Board of Directors |
| John Nils Hanson | | |
| | | |
| * | | Director |
| Steven L. Gerard | | |
| | | |
| * | | Director |
| Ken C. Johnsen | | |
| | | |
| * | | Director |
| Gale E. Klappa | | |
| | | |
| * | | Director |
| Richard B. Loynd | | |
| | | |
| * | | Director |
| P. Eric Siegert | | |
| | | |
| * | | Director |
| James H. Tate | | |
| | | | | December 23, 2009 |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| *By: | /s/ Michael W. Sutherlin | | | |
| | Michael W. Sutherlin, As Attorney-in-fact | | | |
