UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO.1
ON
FORM 10-K/A
(Mark One)
| | | |
| þ | | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Fiscal Year Ended June 30, 2006
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. 1-15289
COLLEGIATE PACIFIC INC.
(Exact Name of Registrant as specified in Its Charter)
| | | | | |
| Delaware | | | | 22-2795073 |
| (State or Other Jurisdiction of | | | | (I.R.S. Employer Identification No.) |
| Incorporation or Organization) | | | | |
| | | | | |
| 13950 Senlac Drive, Suite 100, Dallas, Texas | | | | 75234 |
| (Address of Principal Executive Offices) | | | | (Zip Code) |
Registrant’s Telephone Number, Including Area Code:(972) 243-8100
Securities Registered Pursuant to Section 12(b) of the Act:
| | | |
| | | Name of Each Exchange |
| Title of Each Class | | On Which Registered |
| | | |
| Common Stock | | American Stock Exchange |
Securities Registered Pursuant to Section 12(g) of the Act:None
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 thisForm 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 filero Non-accelerated filerþ
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 voting stock of the registrant held by non-affiliates was approximately $73,811,347 based on the closing price of such voting stock on December 30, 2005, of $9.10.
At September 19, 2006, there were 10,229,160 shares of common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE:None.
TABLE OF CONTENTS
EXPLANATORY NOTE
We have filed this Amendment No. 1 on Form 10-K/A to amend Item 13 of Part III of our Annual Report on Form 10-K for the fiscal year ended June 30, 2006, which we filed on September 22, 2006. In addition, pursuant to rule 12b-15 of the Securities Exchange Act of 1934, we are including with this Amendment No. 1 on Form 10-K/A currently dated certifications. Except as described above, the information contained in our Annual Report on Form 10-K as originally filed with the Securities and Exchange Commission has not been updated or amended.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
On August 14, 2006, the Company entered into a Services Agreement with its subsidiary, Sport Supply Group, Inc. (“SSG”). Under the terms of the Services Agreement, SSG provides the Company with additional warehouse storage and office space at SSG’s Dallas, Texas facilities, as well as provides the Company and its other subsidiaries with various payroll processing, human resource and risk management services. Prior to August 14, 2006, services provided to the Company by SSG were on a month-to-month basis. The Services Agreement may be terminated by either party on 60 days’ prior written notice. Mr. Harvey Rothenberg and Mr. Art Coerver, both executive officers of the Company, were members of SSG’s board of directors during fiscal 2006. During fiscal 2006, the Company paid approximately $58 thousand in rent to SSG and $132 thousand for other management services.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a-3)Exhibits
| | | | | |
| Exhibit | | | | |
| Number | | Description | | Location |
| |
| 31.1 | | Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or 15(d)-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* | | |
| | | | | |
| 31.2 | | Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or 15(d)-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* | | |
| | | | | |
| 32.1 | | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** | | |
| | |
| * | | Filed herewith |
| |
| ** | | Furnished herewith |
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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.
| | | | | |
| | COLLEGIATE PACIFIC INC.
| |
| October 27, 2006 | By: | /s/ Michael J. Blumenfeld | |
| | | Michael J. Blumenfeld, | |
| | | Chairman of the Board and Chief Executive Officer
(Principal Executive Officer) | |
| |
Pursuant to the requirements of the Securities Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on October 27, 2006.
| | | | | |
| Signature | | Capacity | | |
| | | | | |
/s/ Michael J. Blumenfeld | | Chairman of the Board and Chief Executive Officer | | |
| Michael J. Blumenfeld | | | | |
| | | | | |
| | President and Director | | |
| Adam Blumenfeld | | | | |
| | | | | |
| | Chief Financial Officer, Secretary and Treasurer | | |
| William R. Estill | | (Principal Accounting and Financial Officer) | | |
| | | | | |
| | Director | | |
| Jeff Davidowitz | | | | |
| | | | | |
| | Director | | |
| Robert W. Hampton | | | | |
| | | | | |
/s/ William H. Watkins, Jr.* | | Director | | |
| William H. Watkins, Jr. | | | | |
| | | | | |
| *By: | | */s/ Michael J. Blumenfeld | | |
| | | Michael J. Blumenfeld Pursuant to Power of Attorney | | |
- 3 -
EXHIBIT INDEX
| | | | | |
| Exhibit | | | | |
| Number | | Description | | Location |
| 31.1 | | Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or 15(d)-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* | | |
| | | | | |
| 31.2 | | Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or 15(d)-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* | | |
| | | | | |
| 32.1 | | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** | | |
| | |
| * | | Filed herewith |
| |
| ** | | Furnished herewith |
