Amended Quarterly Report (10-q/a)
24 3월 2015 - 8:05PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q/A
x |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2014
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 number 001-35437
EveryWare
Global, Inc.
(Exact name of Registrant as specified in its charter)
|
|
|
Delaware |
|
45-3414553 |
(State or other jurisdiction of
incorporation or organization) |
|
(I.R.S. Employer
Identification No.) |
|
|
|
519 North Pierce Avenue, Lancaster, Ohio |
|
43130 |
(Address of principal executive offices) |
|
(Zip Code) |
(740) 687-2500
(Registrants telephone number, including area code)
Not Applicable
(Former
name, former address and former fiscal year, if changed since last report)
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, and (2) has been subject to such filing requirements for the past 90
days. Yes x 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 for such shorter period that the registrant was required to submit and post such files). Yes x 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.
|
|
|
|
|
|
|
Large accelerated filer |
|
¨ |
|
Accelerated filer |
|
¨ |
|
|
|
|
Non-accelerated filer |
|
¨ |
|
Smaller reporting company |
|
x |
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 number of shares outstanding of the Registrants common stock, par value $0.0001 per share, at March 9, 2015, was 22,144,417 shares.
EXPLANATORY NOTE
This Amendment No. 1 to our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2014 is being filed for the purposes
of (1) amending and restating Item 4 of Part I in its entirety and (2) correcting certain inadvertent omissions in the certifications filed as Exhibits 31.1 and 31.2 thereto. This Amendment No. 1 does not change or update any of
the Companys previously reported financial statements or any of the other disclosure contained in the original Form 10-Q.
PART
I FINANCIAL INFORMATION
Item 4. Controls and Procedures.
Disclosure Controls and Procedures
Under
the supervision and with the participation of our senior management, consisting of our chief executive officer and our then acting chief financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act), as of the end of the period covered by this report (the Evaluation Date). Based on
that evaluation, our management, including our chief executive officer and our then acting chief financial officer, concluded that as of the Evaluation Date our disclosure controls and procedures were effective to ensure that information required to
be disclosed by us in the reports that we file under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms. Our disclosure controls and procedures include, without limitation,
controls and procedures designed to ensure that information required to be disclosed by us in our Exchange Act reports is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as
appropriate to allow timely decisions regarding required disclosure.
Our current interim chief financial officer, who has signed the
certification required by Rule 13a-14(a) (the Certification) filed with this Form 10-Q/A, was not employed by the Company when the Form 10-Q was filed with the SEC or during the reporting period covered by this report and therefore did
not personally participate in the design of the Companys disclosure or internal controls during the period covered by this report or in the evaluation of the disclosure controls and procedures as of the end of the period covered by such report
and was not involved in the preparation of the disclosure contained in such report. The Certification of our interim chief financial officer filed with this Form 10-Q/A should be read in light of the foregoing. This Form 10-Q/A is being filed solely
to refile such Certifications because the Company mistakenly omitted the language that is permitted to be excluded under Rule 13a-14(a) until such time as an issuer becomes subject to the internal control over reporting requirements of Rule 13a-15.
As discussed in our Form 10-K/A for the year ended December 31, 2013 filed with the SEC on March 24, 2015, the Company was permitted to exclude the managements report on internal control over financial reporting required by Rule
13a-15; however, the Company is subject to the internal control over reporting requirements of Rule 13a-15 because the issuer is not a newly-public company due to its prior reporting history as a shell company. As a result, the Company is refiling
the Certifications to include the omitted portion.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting during the three months ended June 30, 2014, that has materially
affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II OTHER
INFORMATION
Item 6 Exhibits
|
|
|
Exhibit No. |
|
Description |
|
|
31.1 |
|
Certification by Sam A. Solomon, President and Chief Executive Officer, pursuant to Exchange Act Rule 13a-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
|
31.2 |
|
Certification by Joel Mostrom, Interim Chief Financial Officer, pursuant to Exchange Act Rule 13a-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
2
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.
|
|
|
|
|
|
|
|
|
EVERYWARE GLOBAL, INC. |
|
|
|
Date: March 23, 2015 |
|
By: |
|
/s/ Joel Mostrom |
|
|
|
|
Joel Mostrom |
|
|
|
|
Interim Chief Financial Officer |
3
EXHIBIT 31.1
CERTIFICATION
I, Sam A. Solomon, certify
that:
1. |
I have reviewed this quarterly report on Form 10-Q of EveryWare Global, Inc.; |
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this report; |
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report; |
4. |
The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
a. |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
b. |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
c. |
Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and |
|
d. |
Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter
in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. |
The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the
registrants board of directors (or persons performing the equivalent functions): |
|
a. |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record,
process, summarize and report financial information; and |
|
b. |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
|
|
|
|
|
|
|
Date: March 23, 2015 |
|
|
|
By: |
|
/s/ Sam A. Solomon |
|
|
|
|
|
|
Sam A. Solomon Chief Executive
Officer |
EXHIBIT 31.2
CERTIFICATION
I, Joel Mostrom, certify
that:
1. |
I have reviewed this quarterly report on Form 10-Q of EveryWare Global, Inc.; |
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this report; |
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report; |
4. |
The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
a. |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
b. |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
c. |
Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and |
|
d. |
Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter
in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. |
The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the
registrants board of directors (or persons performing the equivalent functions): |
|
a. |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record,
process, summarize and report financial information; and |
|
b. |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
|
|
|
|
|
|
|
Date: March 23, 2015 |
|
|
|
By: |
|
/s/ Joel Mostrom |
|
|
|
|
|
|
Joel Mostrom Interim Chief Financial
Officer |
(MM) (NASDAQ:EVRY)
과거 데이터 주식 차트
부터 9월(9) 2024 으로 10월(10) 2024
(MM) (NASDAQ:EVRY)
과거 데이터 주식 차트
부터 10월(10) 2023 으로 10월(10) 2024