Attached files
| file | filename |
|---|---|
| EX-31.1 - EXHIBIT 31.1 - Sooner Holdings, Inc. | c20050exv31w1.htm |
| EX-99.3 - EXHIBIT 99.3 - Sooner Holdings, Inc. | c20050exv99w3.htm |
| EX-31.2 - EXHIBIT 31.2 - Sooner Holdings, Inc. | c20050exv31w2.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
to
FORM 10-K/A
(Mark One)
| þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2010.
| o | TRANSITION REPORTING PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE TRANSITION PERIOD FROM TO .
COMMISSION FILE NO. 001-34490
SYNTROLEUM CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 73-1565725 | |
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) |
5416 S. Yale Suite 400
Tulsa, Oklahoma 74135
(Address of principal executive offices) (Zip Code)
Tulsa, Oklahoma 74135
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (918) 592-7900
Securities registered pursuant to Section 12(b) of the Act:
Warrants to Purchase Common Stock, par value $.01 per share
Warrants to Purchase Common Stock, par value $.01 per share
Securities Registered Pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
and
Preferred Share Purchase Rights
Common Stock, par value $.01 per share
and
Preferred Share Purchase Rights
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 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 website, 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 “small reporting company” in Rule 12b-2 of the Exchange Act. (Check
one):
| Large accelerated filer o | Accelerated filer þ | Smaller reporting company o | Non-accelerated filer o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Act).
Yes o No þ
At June 30, 2010, the aggregate market value of the registrant’s common stock held by
non-affiliates of the registrant was approximately $107,000,000 based on the closing price of such
stock on such date of $1.64 per share (assuming solely for this purpose that all of the
registrant’s directors, executive officers and 10 percent stockholders are its affiliates).
At March 11, 2011, the number of outstanding shares of the registrant’s common stock was
81,901,346.
DOCUMENTS INCORPORATED BY REFERENCE:
None
None
EXPLANATORY NOTE
This Amendment on Form 10-K amends the Annual Report on Form 10-K for the year ended December
31, 2010 (the “Original Report”) and is being filed by Syntroleum Corporation (the “Company”) to
correct a clerical error that occurred in the filing of the Original Report.
In the process of filing the Original Report, a clerical error was made wherein there was an
omission of the auditing firm’s name on the annual report of Dynamic Fuels LLC, which was filed as
exhibit 99.3 to our Original Report. The corrected exhibit 99.3 is attached to this Amended
Report. No other changes have been made in our previously filed Annual Report.
The disclosures in this Form 10-K/A continue to speak as of the date of the Original Report,
and do not reflect events occurring after the filing of the Original Report. For additional
information on subsequent events, the reader should refer to the Form 10-Q and Forms 8-K the
Company has filed in 2011. The filing of this Form 10-K/A shall not be deemed an admission that
the Original Report, when made, included any untrue statement of a material fact or omitted to
state a material fact necessary to make a statement not misleading.
TABLE OF CONTENTS
| SIGNATURES | ||||||||
| Index to Exhibits | ||||||||
| Exhibit 99.3 | ||||||||
| Exhibit 31.1 | ||||||||
| Exhibit 31.2 | ||||||||
Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the
registrant has duly caused this Amendment No. 1 to its Annual Report on Form 10-K to be signed on
its behalf by the undersigned, thereunto duly authorized.
| SYNTROLEUM CORPORATION |
||||
| Dated: July 18, 2011 | By: | /s/ Karen L. Gallagher | ||
| Karen L. Gallagher | ||||
| Principal Financial Officer | ||||
Index to Exhibits
| 99.3 | Dynamic Fuels, LLC Audited Financial Statements, year ended September 30, 2010 |
|||
| 31.1 | Section 302 Certification of Chief Executive Officer |
|||
| 31.2 | Section 302 Certification of Chief Financial Officer |
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