Attached files
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-K/A
AMENDMENT
NO. 2
For
the fiscal year ended December 27, 2009
OR
For
the transition period from _________ to _________
Commission
file number 1-6615
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SUPERIOR
INDUSTRIES INTERNATIONAL, INC.
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(Exact
Name of Registrant as Specified in Its Charter)
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California
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95-2594729
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(State
or Other Jurisdiction of
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(IRS
Employer
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Incorporation
or Organization)
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Identification
No.)
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7800 Woodley Avenue, Van Nuys,
California
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91406
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
Telephone Number, Including Area Code: (818)
781-4973
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Securities
registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Name of Each Exchange on Which
Registered
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Common
Stock, no par value
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New
York Stock Exchange
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Securities
registered pursuant to Section 12(g) of the Act:
None
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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
[X] No [ ]
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 [ ] No
[ ]
Indicate
by check mark if the 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 the 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 the definitions of “large
accelerated filer,” “accelerated filer” and “smaller reporting
company” in Rule 12b-2 of the Exchange Act.
Large
accelerated
filer [ ] Accelerated
filer [X] Non-accelerated
filer [ ]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
registrant’s no par value common equity held by non-affiliates as of the last
business day of the registrant’s most recently completed second quarter was
$376,292,000, based on a closing price of $14.11. On March 5, 2010,
there were 26,668,440 shares of common stock issued and
outstanding.
DOCUMENTS
INCORPORATED BY REFERENCE
Portions of the registrant’s 2010
Annual Proxy Statement are incorporated by reference into Part III of this Form
10-K.
EXPLANATORY
NOTE
This
Amendment No. 2 amends Superior Industries International, Inc.’s (the “Company”)
Annual Report on Form 10-K for the year ended December 27, 2009, which was filed
with the Securities and Exchange Commission on March 12, 2010 (the “Original
Filing”). The Company is filing this Amendment No. 2 for the sole purpose
of including in Part IV, Item 15 – Exhibits and Financial Statement Schedules,
the financial statements of Suoftec Light Metal Products and Distribution Ltd.
(Suoftec). This is necessary because the Company’s equity investment
in Suoftec met certain “significance” tests under Rule 3-09 of Regulation S-X
during the year ended December 27, 2009.
Except as
described above, this Amendment No. 2 does not amend any other information set
forth in the Original Filing and the Company has not updated disclosures
included therein to reflect any events that may have occurred subsequent to
March 12, 2010.
PART
IV
ITEM
15 – EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)
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The
following documents are filed as a part of this
report:
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1.
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Financial
Statements: See the “Index to the Consolidated Financial Statements and
Financial Statement Schedule” in Item 8 of this Annual
Report.
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2.
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Financial
Statement Schedule
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Page
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Schedule
II – Valuation and Qualifying Accounts for the Years Ended
December 31,
2009, 2008 and 2007 S-1
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3.
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Exhibits
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3.1
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Restated
Articles of Incorporation of the Registrant (Incorporated by reference to
Exhibit 3.1 to Registrant’s Annual Report on Form 10-K for the year ended
December 31, 1994)
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3.2
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Amended
and Restated By-Laws of the Registrant (Incorporated by reference to
Exhibit 3.1 to Registrant’s Current Report on Form 8-K filed on September
5, 2007.
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10.1
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Lease
dated March 2, 1976 between the Registrant and Louis L. Borick filed on
Registrant’s Current Report on Form 8-K dated May 1976 (Incorporated by
reference to Exhibit 10.2 to Registrant's Annual Report on Form 10-K for
the year ended December 31, 1983) *
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10.2
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Supplemental
Executive Individual Retirement Plan of the Registrant (Incorporated by
reference to Exhibit 10.20 to Registrant's Annual Report on Form 10-K for
the year ended December 31, 1987.)
*
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10.3
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Employment
Agreement dated January 1, 1994 between Louis L. Borick and the Registrant
(Incorporated by reference to Exhibit 10.32 to Registrant’s Annual Report
on Form 10-K for the year ended December 31, 1993, as amended)
*
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10.4
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1993
Stock Option Plan of the Registrant (Incorporated by reference to Exhibit
28.1 to Registrant’s Form S-8 filed June 10, 1993, as
amended. Registration No. 33-64088.)
*
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10.5
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Stock
Option Agreement dated March 9, 1993 between Louis L. Borick and the
Registrant (Incorporated by Reference to Exhibit 28.2 to Registrant's Form
S-8 filed June 10, 1993. Registration No. 33-64088)
*
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10.6
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Chief
Executive Officer Annual Incentive Program dated May 9, 1994 between Louis
L. Borick and the Registrant (Incorporated by reference to Exhibit 10.39
to Registrant’s Annual Report on Form 10-K for the year ended December 31,
1994) *
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10.7
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Executive
Employment Agreement dated January 1, 2005 between Steven J. Borick and
the registrant (Incorporated by reference to Exhibit 10.1 to Registrant’s
Quarterly Report on Form 10-Q for the first quarter of
2005 ended March 27, 2005)
*
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10.8
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Executive
Annual Incentive Plan dated January 1, 2005 between Steven J. Borick and
the registrant (Incorporated by reference to Exhibit A to Registrant’s
Definitive Proxy Statement on Schedule 14A filed on April 19, 2005
*
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10.9
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2006
Option Repricing Agreement entered into between the Registrant and each of
the following persons separately: Raymond C. Brown, Philip C. Colburn, V.
Bond Evans, R. Jeffery Ornstein, Emil J. Fanelli, Stephen H. Gamble and
Kola Phillips dated December 28, 2006; Sheldon I. Ausman, Steven J.
Borick, Jack H. Parkinson, Robert H. Bouskill, Bob Bracy, Parveen Kakar,
Michael J. O’Rourke and Gabriel Soto dated December 29, 2006 (Incorporated
by reference to Exhibit 10.45 to Registrant’s Annual Report on Form 10-K
for the year ended December 31, 2006)
*
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10.10
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2006
Option Correction Amendment entered into between the Registrant and each
of the following persons separately: Louis L. Borick, James H.
Ferguson and William B. Kelley dated December 29, 2006 (Incorporated by
reference to Exhibit 10.46 to Registrant’s Annual Report on Form 10-K for
the year ended December 31, 2006) *
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10.11
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Amendment
to Stock Option Agreement entered into between the Registrant and each of
the following persons separately: Robert A. Earnest, Razmik
Perian and Cameron Toyne dated October 9, 2007 (Incorporated by reference
to Exhibit 10.47 to Registrant’s Annual Report on Form 10-K for the year
ended December 31, 2007) *
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10.12
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Salary
Continuation Plan of The Registrant, amended and restated as of November
14, 2008 (Incorporated by reference to Exhibit 10.12 to Registrant’s
Annual Report on Form 10-K for the year ended December 31, 2008)
*
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10.13
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2008
Equity Incentive Plan of the Registrant (Incorporated by reference to
Exhibit A to Registrant’s Definitive Proxy Statement on Schedule 14A filed
on April 28, 2008)
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10.14
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2008
Equity Inventive Plan Notice of Stock Option Grant and Agreement
(Incorporated by reference to Exhibit 10.2 to Registrant’s Form S-8 filed
November 10, 2008. Registration No.
333-155258)
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10.15
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Agreement
entered into between the Registrant and Emil J. Fanelli, Vice President
and Corporate Controller of the Registrant to compensate Mr. Fanelli for
serving as acting Chief Financial Officer of the Registrant pending the
appointment of a permanent successor (Incorporated by reference to Exhibit
10.1 to Registrant’s Current Report on Form 8-K filed on February 18,
2010)*
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11
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Computation
of Earnings Per Share (contained in Note 1 – Summary of Significant
Accounting Policies in Notes to Consolidated Financial Statements in Item
8 – Financial Statements and Supplementary Data of this Annual Report on
Form 10-K)
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14
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Code
of Business Conduct and Ethics (posted on the Registrant’s Internet
Website pursuant to Regulation S-K, item 406
(c)(2))
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16
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Letter
from PricewaterhouseCoopers LLP (Incorporated by reference to Exhibit 16.1
to Registrant's Form 8-K filed on May 12,
2009)
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21
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List
of Subsidiaries of the Company (filed with our Annual Report on March 12,
2010)
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23.1
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Consent
of Deloitte and Touche LLP, our Independent Registered Public Accounting
Firm (filed with our Annual Report on March 12,
2010)
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23.2
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Consent
of PricewaterhouseCoopers LLP, our former Independent Registered Public
Accounting Firm (filed with our Annual Report on March 12,
2010)
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23.3
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Consent
of Deloitte Auditing and Consulting Ltd., Independent Auditors of
Suoftec Light Metal Products and Distribution Ltd. (filed
herewith)
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31.1
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Chief
Executive Officer Certification Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002
(filed herewith)
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31.2
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Chief
Accounting Officer and acting Chief Financial Officer Certification
Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302(a)
of the Sarbanes-Oxley Act of 2002 (filed
herewith)
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32
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Certification
of Steven J. Borick, Chairman, Chief Executive Officer and President, and
Emil J. Fanelli, Chief Accounting Officer and acting Chief Financial
Officer, Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 (furnished
herewith)
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99.1 Annual
Report of Suoftec Light Metal Products and Distribution Ltd. (filed
herewith)
*
Indicates management contract or compensatory plan or arrangement.
SUPERIOR
INDUSTRIES INTERNATIONAL, INC.
ANNUAL
REPORT OF FORM 10-K/A
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.
SUPERIOR
INDUSTRIES INTERNATIONAL, INC.
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(Registrant)
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By
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/s/ Steven J. Borick
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June
25, 2010
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Steven
J. Borick
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Chairman,
Chief Executive Officer and President
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