UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K/A
(Amendment No. 1)
(MARK ONE)
|X| ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2005
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 001-12127
EMPIRE RESOURCES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 22-3136782
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
ONE PARKER PLAZA
FORT LEE, NEW JERSEY 07024
Address of Principal Executive Offices) (Zip code)
(201) 944-2200
(Registrant's Telephone Number, Including Area Code)
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 AMERICAN STOCK EXCHANGE
$0.01 PER SHARE
Securities registered pursuant to Section 12 (g) of the Act: NONE
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 is an accelerated filer
(as defined in Exchange Act Rule 12b-2) Yes |_| No |X|
The aggregate market value of the voting and non-voting common stock
of the registrant held by non-affiliates as of June 30, 2005 was $38.3 million,
based upon the closing price of the registrant's common stock on the American
Stock Exchange as of such date. This calculation excludes shares held by each
officer and director of the registrant and any person that owns 5% or more of
the registrant's outstanding common stock. This determination of affiliate
status is not necessarily a conclusive determination for all other purposes.
The number of shares of common stock outstanding as of November 28,
2006, was 9,785,184 shares.
DOCUMENTS INCORPORATED BY REFERENCE:
Certain portions of the registrant's definitive proxy statement pursuant to
Regulation 14A of the Securities Exchange Act of 1934 in connection with the
2006 annual meeting of shareholders of the registrant are incorporated by
reference into Part III of this Report.
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EMPIRE RESOURCES, INC.
FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005
INDEX
EXPLANATORY NOTE
PART IV
Item 15. Exhibits, Financial Statement Schedules.
SIGNATURES
EX - 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
EX - 31.1 SECTION 302 CERTIFICATION OF THE CEO
EX - 31.2 SECTION 302 CERTIFICATION OF THE CFO
EX - 32.1 SECTION 906 CERTIFICATIONS OF THE CEO AND THE CFO
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EXPLANATORY NOTE
This Amendment No. 1 to the Annual Report on Form 10-K of Empire
Resources, Inc. (the "Company") amends the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 2005, originally filed with the
Securities and Exchange Commission on March 30, 2006 (the "Original Filing").
The Company is filing this Amendment No. 1 solely for the purpose of amending
the Original Filing by adding thereto Exhibit 23.1 (the consent of Eisner LLP,
dated November 28, 2006).
Except as described above, this Amendment No. 1 does not amend any
other information set forth in the Original Filing, and the Company has not
updated disclosures contained therein to reflect any events that occurred at a
date subsequent to the date of the Original Filing. Pursuant to Rule 12b-15
under the Securities Exchange Act of 1934, as a result of this Amendment No. 1,
the certifications pursuant to Section 302 and Section 906 of the Sarbanes-Oxley
Act of 2002, included as exhibits to the Original Filing, have been amended,
restated, re-executed and re-filed as of the date of this Amendment No. 1 and
are included as Exhibits 31.1, 31.2 and 32.1 hereto.
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PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(b) Exhibits
EXHIBIT
NUMBER DESCRIPTION
23.1 Consent of Independent Registered Accounting Firm*
31.1 Certification of Chief Executive Officer pursuant to Rule
13a-14(a) of the Securities Exchange Act of 1934.*
31.2 Certification of Chief Financial Officer pursuant to Rule
13a-14(a) of the Securities Exchange Act of 1934.*
32.1 Certifications of 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
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
Registrant caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
Empire Resources, Inc.
By: /s/ Nathan Kahn
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Nathan Kahn
Chief Executive Officer
December 1, 2006
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the persons on behalf of the Registrant and
in the capacities and on the dates indicated.
/s/ Nathan Kahn
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Nathan Kahn, Chief Executive Officer and Director
(Principal Executive Officer)
December 1, 2006
/s/ Sandra Kahn
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Sandra Kahn, Chief Financial Officer and Director
(Principal Financial and Principal Accounting Officer)
December 1, 2006
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