UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
(Mark One) |
x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) |
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended:
March 31, 2008
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 number: 033-74194-01
REMINGTON ARMS COMPANY, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 51-0350935 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
870 Remington Drive
P.O. Box 700
Madison, North Carolina 27025-0700
(Address of principal executive offices)
(Zip Code)
(336) 548-8700
(Registrant’s telephone number, including area code)
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 o | No 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 definition 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 |
(do not check if a 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 o | No x |
At May 7, 2008, the number of shares outstanding of each of the issuer’s classes of common stock is as follows: 1,000 shares of Class A Common Stock, par value $.01 per share.
REMINGTON ARMS COMPANY, INC.
FORM 10-Q/A
March 31, 2008
INDEX
Page No. | |||||
---|---|---|---|---|---|
Part II. OTHER INFORMATION | |||||
Item 4. Submission of Matters to a Vote of Security Holders | 1 | ||||
Item 6. Exhibits | 1 | ||||
SIGNATURE | 2 | ||||
EXHIBIT INDEX | 3 |
Explanatory Statement
This Form 10-Q/A (“Amendment No. 1”) amends the quarterly report on Form 10-Q of Remington Arms Company, Inc. (“Remington”) for the period ended March 31, 2008, filed with the Securities and Exchange Commission on May 15, 2008 (the “Original Report”). The purpose of this Amendment No. 1 is to provide the information required by Item 4 of Part II relating to certain actions taken by Remington’s sole stockholder during the quarter ended March 31, 2008.
This Amendment No. 1 has no effect on Remington’s consolidated statements of operations, statements of cash flows or balance sheets.
This Amendment No. 1 is limited in scope to Item 4 of Part II and does not amend, update or change any other items or disclosures contained in the Original Report or otherwise reflect events that occurred subsequent to the filing of the Original Report.
Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the certifications required pursuant to the rules promulgated under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which were included as exhibits to the Original Report, have been amended, restated and re-executed as of the date of this Amendment No. 1 and are included as Exhibits 31.1 and 31.2 hereto.
PART II - OTHER INFORMATION
Item 4. | Submission of Matters to a Vote of Security Holders |
On March 25, 2008, RACI Holding, Inc., which is the sole stockholder of Remington Arms Company, Inc. (“Remington”) and owns all of Remington’s 1,000 shares of outstanding common stock, acted by written consent to:
| (1) | Elect each of Messrs. Bobby Brown, Grant Gregory, General (ret.) Michael Hagee, General (ret.) George Joulwan, George Kollitides, Walter McLallen, Paul Miller, Thomas L. Millner, Scott Parker, James J. Pike, Edward Rensi, Madhu Satyanarayana, Frank A. (Terry) Savage and George Zahringer III to serve as a director of Remington until his successor has been duly elected and qualified, or until his earlier death, resignation or removal; |
| (2) | Reappoint Paul Miller as Remington’s Chairman of the Board; and |
| (3) | Ratify the appointment of Grant Thornton LLP to serve as Remington’s auditors for the year ending December 31, 2008. |
Item 6. Exhibits
31.1 | Certification Pursuant to 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as Amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
31.2 | Certification Pursuant to 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as Amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
SIGNATURE
Pursuant to the requirements 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.
REMINGTON ARMS COMPANY, INC. | |
| /s/ Stephen P. Jackson, Jr. |
| Stephen P. Jackson, Jr. |
August 13, 2008
2
EXHIBIT INDEX
Exhibit No. | Description |
Our SEC file number reference for documents filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended, is 033-74194-01.