Attached files
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2010
OR
¨ 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. 333-136559
EXOPACK HOLDING CORP.
(Exact name of registrant as specified in its charter)
Delaware
76-0678893
(State or other jurisdiction of incorporation or organization)
(I.R.S Employer Identification No.)
3070 Southport Rd., Spartanburg, SC
29302
(Address of principal executive offices)
(Zip Code)
Registrants telephone number, including area code: (864) 596-7140
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 ¨ No x*
*The registrant is a voluntary filer of reports required to be filed by certain companies under Sections 13 or 15(d) of the Securities and Exchange Act of 1934 and has filed all reports that would have been required to be filed by the registrant during the preceding 12 months had it been subject to such filing requirements.
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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes ¨ No ¨ (Not yet applicable to registrant)
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. (Check one):
Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer x Smaller reporting company ¨
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ¨ No x
The registrant is a privately held corporation and has no voting or non-voting common equity held by non-affiliates. As of August 12, 2010, one share of the registrants common stock was outstanding.
EXPLANATORY NOTE
This Quarterly Report on Form 10-Q/A of Exopack Holding Corp. (the Company) is being filed to amend the Companys Quarterly Report on Form 10-Q filed on August 12, 2010 (the Initial 10-Q) for the sole purpose of including certain information, that was previously redacted, in the Credit and Guaranty Agreement dated as of July 13, 2010 among the Company, Exopack Key Holdings, LLC, certain subsidiaries of the Company, as guarantors, and Goldman Sachs Lending Partners LLC (the Credit Agreement) that was filed as Exhibit 10.1 to the Initial 10-Q, based on discussions with the staff of the Securities and Exchange Commission. The Credit Agreement, with such information included, is filed as Exhibit 10.1 hereto.
Item 6. Exhibits
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Exhibit
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Description
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2.1 |
Asset Purchase Agreement dated as of June 11, 2010 by and between the Company and Bemis Company, Inc. |
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(incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K filed on July 16, 2010) |
10.1 * |
Credit and Guaranty Agreement dated as of July 13, 2010 among the Company, Exopack Key Holdings, LLC, certain subsidiaries of the Company, as guarantors, and Goldman Sachs Lending Partners LLC, as Sole Lead Arranger, Sole Lead Bookrunner, Administrative Agent, Syndication Agent and Documentation Agent |
31.1* |
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
31.2* |
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
32.1* |
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
32.2* |
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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* Filed herewith.
Confidential treatment has been requested for portions of this Exhibit 2.1. These portions have been omitted from the Current Report on Form 8-K to which the Asset Purchase Agreement was filed as an exhibit and have been filed separately with the Securities and Exchange Commission.
Confidential treatment has been requested for portions of this Exhibit 10.1. These portions have been omitted from this Quarterly Report on Form 10-Q and have been filed separately with the Securities and Exchange Commission.
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.
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Exopack Holding Corp. |
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By: |
/s/ Jack E. Knott |
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Jack E. Knott |
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Chairman and Chief Executive Officer |
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By: |
/s/ Tom Vale | ||||
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Tom Vale |
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President and Chief Financial Officer |
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Date: October 15, 2010
EXHIBIT INDEX
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Exhibit
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Description
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2.1 |
Asset Purchase Agreement dated as of June 11, 2010 by and between the Company and Bemis Company, Inc. |
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(incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K filed on July 16, 2010) |
10.1* |
Credit and Guaranty Agreement dated as of July 13, 2010 among the Company, Exopack Key Holdings, LLC, certain subsidiaries of the Company, as guarantors, and Goldman Sachs Lending Partners LLC, as Sole Lead Arranger, Sole Lead Bookrunner, Administrative Agent, Syndication Agent and Documentation Agent |
31.1* |
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
31.2* |
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
32.1* |
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
32.2* |
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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* Filed herewith.
Confidential treatment has been requested for portions of this Exhibit 2.1. These portions have been omitted from the Current Report on Form 8-K to which the Asset Purchase Agreement was filed as an exhibit and have been filed separately with the Securities and Exchange Commission.
Confidential treatment has been requested for portions of this Exhibit 10.1. These portions have been omitted from this Quarterly Report on Form 10-Q and have been filed separately with the Securities and Exchange Commission.