UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 January 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 1-13026
BLYTH, INC.
(Exact Name of Registrant as Specified in Its Charter)
| | Delaware | 36-2984916 | |
| | (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |
| | One East Weaver Street Greenwich, Connecticut | 06831 | |
| | (Address of Principal Executive Offices) | (Zip Code) | |
| | | | |
| | Registrant’s telephone number, including area code: (203) 661-1926 | | |
| | Securities registered pursuant to Section 12(b) of the Act: | | |
| | Title of each class | Name of each exchange on which registered | |
| | Common Stock, par value $0.02 per share | New York 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. 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
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 xNo ¨
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. ¨
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 definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ¨ | | Accelerated filer x | | Non-accelerated filer ¨ (Do not check if a smaller reporting company) | | 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 common equity held by non-affiliates of the registrant was approximately $616.8 million based on the closing price of the registrant's Common Stock on the New York Stock Exchange on July 31, 2007 and based on the assumption, for purposes of this computation only, that all of the registrant's directors and executive officers are affiliates.
As of March 31, 2008, there were 36,232,976 outstanding shares of Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the 2008 Proxy Statement for the Annual Meeting of Shareholders to be held on June 4, 2008 (Incorporated into Part III).
Explanatory Note
This Amendment No. 1 on Form 10-K/A to our Annual Report on Form 10-K for the fiscal year ended January 31, 2008 is being filed solely to file revised Section 302 certifications. Other than the revised certifications, there are no other changes to our Annual Report on Form 10-K for the fiscal year ended January 31, 2008 as filed with the Securities and Exchange Commission on April 14, 2008.
Item 15. Exhibits and Financial Statement Schedules
(a)(3) Exhibits
Exhibit No. Description of Exhibit
31.1 Section 302 Certification of Chairman and Chief Executive Officer
31.2 Section 302 Certification of Vice President and Chief Financial Officer
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.
Date: April 1, 2009 | BLYTH, INC. |
| | By: /s/ Robert B. Goergen Name: Robert B. Goergen Title: Chairman 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 and on the dates indicated.
| | Signature | Title | Date | |
| | /s/ Robert B. Goergen Robert B. Goergen | Chairman and Chief Executive Officer; Director (Principal Executive Officer) | April 1, 2009 | |
| | /s/ Robert H. Barghaus Robert H. Barghaus | Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | April 1, 2009 | |
| | /s/ Anne M. Busquet Anne M. Busquet | Director | April 1, 2009 | |
| | /s/ Pamela M. Goergen Pamela M. Goergen | Director | April 1, 2009 | |
| | /s/ Neal I. Goldman Neal I. Goldman | Director | April 1, 2009 | |
| | /s/ Carol J. Hochman Carol J. Hochman | Director | April 1, 2009 | |
| | /s/ Wilma H. Jordan Wilma H. Jordan | Director | April 1, 2009 | |
| | /s/ James M. McTaggart James M. McTaggart | Director | April 1, 2009 | |
| | /s/ Howard E. Rose Howard E. Rose | Director | April 1, 2009 | |
