UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K/A
(Amendment No. 1)
(MARK ONE)
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2008
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 000-17297
BTU INTERNATIONAL, INC.
(Exact name of Registrant as specified in its charter)
| DELAWARE | 04-2781248 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
| 23 ESQUIRE ROAD, NORTH BILLERICA, MASSACHUSETTS | 01862-2596 | |
| (Address of principal executive offices) | (Zip Code) |
REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE: (978) 667-4111
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of Each Class | Name of Each Exchange on which Registered | |
| Common Stock, $.01 Par Value | Nasdaq Global Market |
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
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 the 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 (as defined in Rule 12b-2 of the Exchange Act).
| Large Accelerated Filer | ¨ | Accelerated Filer | x | |||
| 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 x
Indicate by check mark if the registrant is a well-known seasoned issuer (as defined in Rule 405 of the Securities Act). Yes ¨ No x
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
The aggregate market value of the shares of Common Stock, $.01 par value, of the Company held by non-affiliates of the Company was $91,577,388 on June 30, 2008.
Indicate number of shares outstanding of the Registrant’s Common Stock, par value $.01 per share, as of the latest practicable date: As of March 10, 2009: 9,601,381 shares.
DOCUMENTS INCORPORATED HEREIN BY REFERENCE
The following documents are incorporated herein by reference: Part III—Portions of the Proxy Statement for the 2009 Annual Meeting of Stockholders, which is to be filed with the Securities and Exchange Commission.
Explanatory Note
The registrant is filing this Form 10-K/A to correct an error in the signature page of its Annual Report on Form 10-K filed on March 16, 2009. The signature page omitted language making it clear that the officers signing the signature page were doing so both on behalf of the registrant and in the capacities noted next to their names. That was the intent at the time of the filing and this amendment is being filed for the sole purpose of clarifying that intent.
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.
| BTU INTERNATIONAL, INC. | ||||
Date: March 16, 2009 | ||||
| By: | /S/ PAUL J.VANDER WANSEM | |||
| Paul J. van der Wansem, | ||||
President, Chief Executive Officer (principal executive officer) and Chairman of the Board of Directors | ||||
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 and on the dates indicated.
Date: March 16, 2009 | ||||
| By: | /S/ PAUL J.VANDER WANSEM | |||
| Paul J. van der Wansem, | ||||
President, Chief Executive Officer (principal executive officer) and Chairman of the Board of Directors | ||||
Date: March 16, 2009 | ||||
| By: | /S/ THOMAS P. KEALY | |||
| Thomas P. Kealy, | ||||
Vice President, Corporate Controller and Chief Accounting Officer (principal financial and accounting officer) | ||||
Date: March 16, 2009 | ||||
| By: | /S/ JOSEPH F. WRINN | |||
| Joseph F. Wrinn, | ||||
| Director | ||||
Date: March 16, 2009 | ||||
| By: | /S/ JOHN E. BEARD | |||
| John E. Beard, | ||||
| Director | ||||
Date: March 16, 2009 | ||||
| By: | /S/ G. MEAD WYMAN | |||
| G. Mead Wyman, | ||||
| Director | ||||
Date: March 16, 2009 | ||||
| By: | /S/ J. SAMUEL PARKHILL | |||
| J. Samuel Parkhill, | ||||
| Director | ||||
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment to be signed on its behalf by the undersigned, thereunto duly authorized.
| BTU INTERNATIONAL, INC. | ||||
Date: October 27, 2009 | ||||
| By: | /S/ PAUL J.VANDER WANSEM | |||
| Paul J. van der Wansem, | ||||
President, Chief Executive Officer (principal executive officer) and Chairman of the Board of Directors | ||||
