UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 15, 2005
ZOLTEK COMPANIES, INC.
(Exact name of registrant as specified in its charter)
MISSOURI 0-20600 43-1311101
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification
organization) Number)
3101 MCKELVEY ROAD
ST. LOUIS, MISSOURI 63044
(Address of principal executive offices) (Zip Code)
(314) 291-5110
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act.
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act.
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act.
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act.
ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
The information set forth under Item 4.02 is incorporated herein by
reference.
ITEM 4.02 NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A
RELATED AUDIT REPORT OR COMPLETED INTERIM REVIEW.
(a) On August 15, 2005, Zoltek Companies, Inc. (the "Company"),
following a review by its Audit Committee, concluded that the Company should
restate its previously issued financial statements for the fiscal quarter
ended March 31, 2005 to reflect a change in the calculation of fully diluted
loss per share related to the classification and accounting for the
conversion feature and the related warrants to purchase the Company's common
stock associated with convertible debt issued by the Company in January,
March and October 2004.
As previously reported by the Registrant, on May 20, 2005, the
Registrant concluded that its financial results for the fiscal year ended
September 30, 2004 and interim periods ended March 31, June 30, September 30
and December 31, 2004 would be restated to reflect additional non-operating
gains and losses related to the classification and accounting for the
conversion feature and the related warrants to purchase the Registrant's
common stock associated with convertible debt issued by the Registrant in
January, March and October 2004 and the amortization expense associated with
the related debt discount. In connection with the preparation of the
Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30,
2005, the Registrant determined that the resolution of these financial
reporting issues also further affected the reporting of fully diluted loss
per share for the quarter ended March 31, 2005 and 2004.
Due to the net loss reported during the six months ended March 31,
2005, the Company previously reported fully diluted net loss per share which
was identical to basic net loss per share in reliance upon the Company's
interpretation of Statement of Financial Accounting Standards No. 128. The
Company recently has determined that, during a period in which a net loss is
recorded, any embedded gain from convertible security must be excluded from
the calculation of fully diluted net loss per share for such period, and the
number of shares attributable to such gain from convertible securities must
be included in the calculation of fully diluted net loss for such period.
For the quarter ended March 31, 2005 the Company did not capture the effects
of all the convertible and potentially dilutive securities in the
appropriate sequence. The Company is evaluating the impact of these changes
on the calculation of fully diluted earnings per share for the period. The
foregoing adjustments do not affect previously recorded net sales, operating
loss and cash flow from continuing operations. The Company expects to
present the restatements described in this Current Report when it files with
the Securities and Exchange Commission an amendment to its Quarterly Report
on Form 10-Q for the fiscal quarter ended March 31, 2005.
The decision to restate was authorized by the Audit Committee of
the Board of Directors of the Company, upon the recommendation of
management. They concluded that the Company's previously issued financial
statements for the fiscal quarters ended March 31, 2005 should no longer be
relied upon, pending their restatements, because of errors in those
financial statements. The Company's Chief Financial Officer and the Audit
Committee of the Company discussed the
matters disclosed in this filing with PricewaterhouseCoopers LLP, the
Company's independent registered public accounting firm.
As previously disclosed by the Company in its Quarterly Report on
Form 10-Q for the fiscal quarter ended March 31, 2005, the Company's Chief
Executive Officer and Chief Financial Officer have concluded that a material
weakness existed as of March 31, 2005 because the Company did not maintain
effective controls over the accounting for non-routine and complex
transactions. Specifically, the Company did not maintain effective controls
over the accounting for the conversion feature and the related warrants to
purchase the registrant's common stock associated with its convertible debt
issued in January, March and October 2004 and February 2005. As a result of
this material weakness, the registrant's Chief Executive Officer and Chief
Financial Officer concluded that the registrant's disclosure controls and
procedures were not effective as of March 31, 2005. The Company, under the
supervision of its Chief Executive Officer and Chief Financial Officer, is
currently evaluating potential steps that it can take to remediate the
material weakness in its disclosure controls and procedures, including steps
that can be taken in the process of documenting and evaluating the
applicable accounting treatment for non-routine or complex transactions as
they may arise.
This Current Report on Form 8-K contains forward-looking statements
made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Such statements speak only as of the date of
this Current Report, and the Company assumes no obligation to update such
forward-looking statements. Investors are cautioned that such
forward-looking statements are subject to many risks and uncertainties, and
may differ materially or adversely from the Company's actual results or
future events. The anticipated effects of the restatement described above
are preliminary and may be subject to change as the Company completes its
analysis.
* * *
SIGNATURES
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.
Dated: August 15, 2005
ZOLTEK COMPANIES, INC.
By /s/ KEVIN SCHOTT
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Kevin Schott
Chief Financial Officer