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EX-31.1 - EX-31.1 - LINDSAY CORPc55110exv31w1.htm
EX-31.2 - EX-31.2 - LINDSAY CORPc55110exv31w2.htm
Table of Contents

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
(MARK ONE)
     
þ   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended August 31, 2009
or
     
o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 1-13419
Lindsay Corporation
(Exact name of registrant as specified in its charter)
     
Delaware   47-0554096
     
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer
Identification No.)
     
2222 North 111th Street, Omaha, Nebraska   68164
     
(Address of principal executive offices)   (Zip Code)
402-829-6800
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, $1.00 par value
  New York Stock Exchange, Inc. (Symbol LNN)
Indicate by check mark if the registrant is a well-known seasoned issuer, (as defined in Rule 405 of the Securities Act). Yes o No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes o No þ
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 þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o
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 þ
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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o Accelerated filer þ  Non-accelerated filer o
(Do not check if a smaller reporting company)
Smaller reporting company o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
The aggregate market value of Common Stock of the registrant, all of which is voting, held by non-affiliates based on the closing sales price on the New York Stock Exchange, Inc. on February 27, 2009 was $294,744,200.
As of November 6, 2009, 12,410,448 shares of the registrant’s Common Stock were outstanding.
 
 

 


TABLE OF CONTENTS

PART III
ITEM 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
PART IV
ITEM 15 Exhibits, Financial Statement Schedules
a(3) EXHIBIT INDEX
SIGNATURES
EX-31.1
EX-31.2


Table of Contents

Explanatory Note
This Form 10-K/A is being filed solely to correct the equity compensation plan information provided under Item 12 of the original Annual Report on Form 10-K for the fiscal year ended August 31, 2009, which erroneously excluded outstanding restricted stock units and performance stock units from column (a).
In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by the Company’s principal executive officer and principal financial officer required by Rule 13a-14(a) of the Exchange Act are filed as exhibits to this Form 10-K/A under Item 15 of Part IV hereof.
This Form 10-K/A does not reflect events occurring after the original filing of the Annual Report on Form 10-K on November 10, 2009, except to reflect the correction described above, or modify or update those disclosure items presented in the original Form 10-K and not contained in this Form 10-K/A.
PART III
ITEM 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this Item relating to security ownership of certain beneficial owners and management is incorporated by reference to the Proxy Statement.
Equity Compensation Plan Information — The following equity compensation plan information summarizes plans and securities approved and not approved by security holders as of August 31, 2009:
                         
    (a)     (b)     (c)  
    Number of securities     Weighted-average     Number of securities remaining  
    to be issued upon     exercise price of     available for future issuance  
    exercise of     outstanding     under equity compensation  
    outstanding options,     options, warrants,     plans (excluding securities  
PLAN CATEGORY   warrants, and rights     and rights     reflected in column (a))  
Equity compensation plans approved by security holders (1) (2)
    439,557     $ 23.21       271,315  
Equity compensation plans not approved by security holders (3)
    65,000     $ 14.00        
 
                 
Total
    504,557     $ 21.60       271,315  
 
                 
 
(1)   Plans approved by stockholders include the Company’s 2001 and 2006 Long-Term Incentive Plans. While certain options and rights remain outstanding under the Company’s 2001 Long-Term Incentive Plan, no future equity compensation awards may be granted under this plan.
 
(2)   Column (a) includes (i) 63,828 shares that could be issued under PSUs outstanding at August 31, 2009, and (ii) 70,630 shares that could be issued under RSUs outstanding at August 31, 2009. The PSUs are earned and common stock issued if certain predetermined performance criteria are met. Actual shares issued may be equal to, less than or greater than (but not more than 200% of) the number of outstanding PSUs included in column (a), depending on actual performance. The RSUs vest and are payable in common stock after expiration of the time periods set forth in the related agreements. Column (b) does not take these PSU and RSU awards into account because they do not have an exercise price.
 
(3)   Consists of options issued to Richard W. Parod pursuant to his employment agreement, which was not approved by stockholders.

 


Table of Contents

PART IV
ITEM 15 Exhibits, Financial Statement Schedules
a(3) EXHIBIT INDEX
     
Exhibit    
Number   Description
 
   
31.1
  Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 18 U.S.C. Section 1350.
 
   
31.2
  Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 18 U.S.C. Section 1350.

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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 on this 14th day of December, 2009.
         
  LINDSAY CORPORATION
 
 
  By:   /s/ DAVID B. DOWNING    
    Name:   David B. Downing   
    Title:   Chief Financial Officer and
President International Division
 
 

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