Attached files
| file | filename |
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| EX-32 - Clark Holdings Inc. | v230739_ex32.htm |
| EX-10.1 - Clark Holdings Inc. | v230739_ex10-1.htm |
| EX-31.2 - Clark Holdings Inc. | v230739_ex31-2.htm |
| EX-31.1 - Clark Holdings Inc. | v230739_ex31-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q/A
(Amendment No. 1)
(Mark One)
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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended April 2, 2011
or
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
Commission file number 001-32735
CLARK HOLDINGS INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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43-2089172
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(State or Other Jurisdiction
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(I.R.S. Employer
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of Incorporation or Organization)
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Identification No.)
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121 New York Avenue, Trenton NJ 08638
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code (609) 396-1100
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. x Yes ¨ 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 during the preceding 12 months (or such shorted period that the registrant was required to submit and post such files). ¨ Yes ¨ No
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):
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Large accelerated filer ¨
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Accelerated filer ¨
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Non-accelerated filer ¨
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Smaller reporting company x
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(Do not check if a smaller reporting company)
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨ Yes x No
As of July 29, 2011, we had 12,032,193 shares of common stock outstanding.
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-Q/A (the “Amendment”) amends our quarterly report on Form 10-Q for the quarterly period ended April 2, 2011, which was originally filed on May 17, 2011 (the “Original 10-Q”). We are filing this Amendment solely to include, as Exhibit 10.1 to this Amendment, a revised copy of the Amendment to the Agreement for the Provision of Services, dated March 31, 2011, by and between us and AlixPartners, LLP. The copy of the agreement filed with the Original 10-Q omitted certain portions of the agreement pursuant to a request for confidential treatment. In response to comments from the staff of the Securities and Exchange Commission on the request for confidential treatment, we are filing the revised copy to include certain of the previously omitted portions. In addition, we are including (a) as Exhibits 31.1 and 31.2 to this Amendment, new certifications of our principal executive officer and our principal financial and accounting officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, and (b) as Exhibit 32 to this Amendment, a new certification of our principal executive officer and our principal financial and accounting officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Accordingly, we are including in this Amendment only the disclosure required under Item 6 of Part II of Form 10-Q.
Except as set forth above, we are not amending, updating or otherwise modifying the Original 10-Q. Except as otherwise indicated, this Amendment does not reflect events occurring after May 17, 2011, the date of the Original 10-Q, or modify or update any disclosures that may have been affected by subsequent events.
PART II
OTHER INFORMATION
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Item 6.
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Exhibits.
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Exhibit No.
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Description
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10.1*
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Amendment to the Agreement for the Provision of Services, dated March 31, 2011, by and between us and AlixPartners, LLP.
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31.1
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Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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31.2
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Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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32
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Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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* Portions of this exhibit have been omitted pursuant to a request for confidential treatment.
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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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CLARK HOLDINGS INC.
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By:
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/s/ Kevan D. Bloomgren
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Kevan D. Bloomgren
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Chief Financial Officer (Principal Financial
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Officer)
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Dated: August 3, 2011
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