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EX-31.1 - EXHIBIT 31.1 - ZOLTEK COMPANIES INCc04357exv31w1.htm
EX-32.1 - EXHIBIT 32.1 - ZOLTEK COMPANIES INCc04357exv32w1.htm
EX-32.2 - EXHIBIT 32.2 - ZOLTEK COMPANIES INCc04357exv32w2.htm
EX-31.2 - EXHIBIT 31.2 - ZOLTEK COMPANIES INCc04357exv31w2.htm
Table of Contents

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q/A
(Amendment No. 1)
(Mark one)
     
þ   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the three months ended June 30, 2009
OR
     
o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission File No. 0-20600
(ZOLTEK LOGO)
ZOLTEK COMPANIES, INC.
(Exact name of registrant as specified in its charter)
     
Missouri   43-1311101
     
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer
Identification No.)
     
3101 McKelvey Road, St. Louis, Missouri   63044
     
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code: (314) 291-5110
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 whether the Registrant is a large accelerated filer, an accelerated filer, 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 (check one).
             
Large Accelerated Filer þ   Accelerated Filer o   Non-accelerated Filer o   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
Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date: As of August 10, 2009, 34,394,441 shares of Common Stock, $.01 par value, were outstanding.
 
 

 

 


TABLE OF CONTENTS

EXPLANATORY NOTE
PART I. FINANCIAL INFORMATION
Item 4. Controls and Procedures
ZOLTEK COMPANIES, INC
PART II. OTHER INFORMATION
Item 6. Exhibits
SIGNATURE
EXHIBIT INDEX
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2


Table of Contents

 EXPLANATORY NOTE
 
This Amendment No. 1 on Form 10-Q/A amends the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009, as originally filed on August 10, 2009 (the “Original Report”), and is being filed solely for the purpose of amending portions of the disclosure contained in Part I, Item 4 “Controls and Procedures.”
This Form 10-Q/A does not reflect all events occurring after the original filing of the Original Report or modify or update all the disclosures affected by subsequent events. Information not modified or updated herein reflects the disclosures made at the time of the filing of the Original Report on August 10, 2009. Accordingly, this Form 10-Q/A should be read in conjunction with all of the Registrant’s other periodic filings filed with the Securities and Exchange Commission.

 

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Table of Contents

PART I. FINANCIAL INFORMATION
Item 4. Controls and Procedures
Evaluation of Controls and Procedures
As of the end of the period covered by this report, an evaluation was carried out by management, under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). The Company’s disclosure controls and procedures are designed to ensure that information required to be disclosed in reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.
Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures as of June 30, 2009 were effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission’s rules and forms.
There has been no change in our internal control over financial reporting during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting except for the following:
    Commensurate with the start-up of acrylic precursor manufacturing operations at the Zoltek de Mexico facility, located in Guadalajara, Mexico, was implementation of control points governing internal control over financial reporting, predominantly within the inventory process, at the local subsidiary level.

 

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Table of Contents

ZOLTEK COMPANIES, INC.
PART II. OTHER INFORMATION
Item 6. Exhibits
See Exhibit Index.
SIGNATURE
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.
         
  Zoltek Companies, Inc.
(Registrant)
 
 
Date: August 4, 2010  By:   /s/ ZSOLT RUMY    
    Zsolt Rumy   
    Chief Executive Officer   
 

 

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Table of Contents

EXHIBIT INDEX
         
Exhibit Number   Description of Document
       
 
  31.1    
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.
       
 
  31.2    
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.
       
 
  32.1    
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
       
 
  32.2    
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

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