Attached files
| file | filename |
|---|---|
| EX-21 - EXHIBIT 21 SHS 2010 10-K/A - SAUER DANFOSS INC | exhibit212010shs10ka.htm |
| EX-31.1 - EXHIBIT 31.1 SHS 2010 10-K/A - SAUER DANFOSS INC | exhibit3112010shs10ka.htm |
| EX-31.2 - EXHIBIT 31.2 SHS 2010 10-K/A - SAUER DANFOSS INC | exhibit3122010shs10ka.htm |
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K/A
(Amendment No. 1)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2010
COMMISSION FILE NUMBER: 1-14097
SAUER-DANFOSS INC.
(Exact name of registrant as specified in its charter)
Delaware | 36-3482074 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
2800 E. 13th Street, Ames, Iowa | 50010 | |
(Address of principal executive offices) | (Zip Code) |
(515) 239-6000
(Registrant's telephone number, including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, par value $0.01 per share | New York Stock Exchange | |
(Title of each class) | (Name of each exchange on which registered) |
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933. Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Act"). Yes o 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 Act during the preceding 12 months (or for such shorter periods 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 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: x
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 x | 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 Act): Yes o No x
The aggregate market value of the voting common stock of the registrant held by nonaffiliates based on the last sale price on June 30, 2010 was $141,069,244. (The registrant does not have any other authorized common equity.)
As of March 14, 2011 there were 48,413,316 shares of common stock, $0.01 par value, of the registrant outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None.
TABLE OF CONTENTS
Explanatory Note
This Amendment No. 1 to the Annual Report on Form 10-K (this “Amendment No. 1”) of Sauer-Danfoss Inc. (the “Company”) amends the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2010 that was originally filed with the Securities and Exchange Commission (the “SEC”) on March 3, 2011 (the “Original Form 10-K”). Capitalized terms used but not defined in this Amendment No. 1 have the meanings specified in the Original Form 10-K.
This Amendment No. 1 is being filed solely to include Exhibit 21, Subsidiaries of the Registrant, which was inadvertently omitted from the Original Form 10-K.
Except as described in this Explanatory Note, no other information in the Original Form 10-K is being modified or amended by this Amendment No. 1. This Amendment No. 1 does not reflect events occurring after March 3, 2011, which was the filing date of the Original Form 10-K. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Form 10-K and the Company's other filings with the SEC. This Amendment No. 1 consists solely of the preceding cover page, this Explanatory Note, Part IV (Item 15(a)(3)), the signature page, and the exhibits identified in Part IV (Item 15(a)(3)).
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PART IV
Item 15. Exhibits and Financial Statement Schedules.
(a) | The following documents are filed as a part of this report. |
(3) | Exhibits |
Exhibit No. | Description of Document | |
21 | Subsidiaries of the Registrant. | |
24 | Powers of Attorney granted by directors and executive officers (incorporated herein by reference to the signature page of the Original Form 10-K filed with the SEC on March 3, 2011). | |
31.1 | Certification by the Chief Executive Officer Pursuant to Rule 13a-14(a). | |
31.2 | The Registration Rights Agreement is attached as Exhibit 10.1(b) to Amendment No. 1 to the Company's Form S-1 Registration Statement filed on April 23, 1998, and is incorporated herein by reference. |
(b) | The exhibits that are listed under Item 15(a)(3) above are filed or incorporated by reference hereunder. |
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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.
SAUER-DANFOSS INC. | |||
By: | /s/ KENNETH D. MCCUSKEY | ||
Kenneth D. McCuskey Vice President and Chief Accounting Officer, Secretary | |||
Date: March 16, 2011
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Each person signing below also hereby appoints Sven Ruder and Kenneth D. McCuskey, and each of them singly, his or her lawful attorney-in-fact with full power to execute and file any and all amendments to this report together with exhibits thereto and generally to do all such things as such attorney-in-fact may deem appropriate to enable Sauer-Danfoss Inc. to comply with the provisions of the Securities Exchange Act of 1934 and all requirements of the Securities and Exchange Commission.
Signature | Title | Date | ||
/s/ SVEN RUDER | Director and President and Chief Executive Officer | March 16, 2011 | ||
Sven Ruder | ||||
/s/ JESPER V. CHRISTENSEN | Executive Vice President and Chief Financial Officer | March 16, 2011 | ||
Jesper V. Christensen | ||||
/s/ KENNETH D. MCCUSKEY | Vice President and Chief Accounting Officer, Secretary | March 16, 2011 | ||
Kenneth D. McCuskey | ||||
* | Director | March 16, 2011 | ||
Niels B. Christiansen | ||||
* | Director | March 16, 2011 | ||
Jørgen M. Clausen | ||||
* | Director | March 16, 2011 | ||
Kim Fausing |
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Signature | Title | Date | ||
* | Director | March 16, 2011 | ||
Richard J. Freeland | ||||
* | Director | March 16, 2011 | ||
Per Have | ||||
* | Director | March 16, 2011 | ||
William E. Hoover, Jr. | ||||
* | Director | March 16, 2011 | ||
Johannes F. Kirchhoff | ||||
* | Director | March 16, 2011 | ||
Anders Stahlschmidt | ||||
* | Director | March 16, 2011 | ||
Steven H. Wood |
*By: | /s/ KENNETH D. MCCUSKEY | |
Kenneth D. McCuskey Attorney-in-Fact |
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INDEX TO EXHIBITS
Exhibit No. | Description of Document | |
21 | Subsidiaries of the Registrant. | |
24 | Powers of Attorney granted by directors and executive officers (incorporated herein by reference to the signature page of the Original Form 10-K filed with the SEC on March 3, 2011). | |
31.1 | Certification by the Chief Executive Officer Pursuant to Rule 13a-14(a). | |
31.2 | Certification by the Chief Financial Officer Pursuant to Rule 13a-14(a). |
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