UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Amendment No. 1)
ended
OR
Commission File Number
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act.
Title of each class | Trading Symbol | Name of each exchange on which registered |
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.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company (see definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act).
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| Accelerated filer ◻ |
| Non-accelerated filer ◻ | ||
Smaller reporting company | Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of July 31, 2020, Registrant had
EXPLANATORY NOTE
Steel Dynamics, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (this “Amendment No. 1”) to amend the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2020 (the “Original Form 10-Q”), as originally filed with the Securities and Exchange Commission (the “Commission”) on August 10, 2020 (the “Original Filing Date”). The Original Form 10-Q properly disclosed in the Exhibit Index that Exhibit 95 Mine Safety Disclosures was inapplicable for purposes of the Original Form 10-Q. However, the Exhibit 95 Mine Safety Disclosures (“Exhibit 95”) from the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2020, filed with the Commission on May 11, 2020, was inadvertently filed with the Original Form 10-Q. This Amendment No. 1 is being filed solely to remove the inadvertently filed Exhibit 95 from the Original Form 10-Q.
Additionally, as required by Rule 12b-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in connection with the filing of this Amendment No. 1, the Company is including new certifications of the Company’s chief executive officer and chief financial officer pursuant to Rule 13a-14(a) of the Exchange Act. The Company is not including new certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as no financial statements are being filed with this Amendment No. 1.
Except for the removal of the inadvertently filed Exhibit 95, this Amendment No. 1 does not amend the Original Form 10-Q in any way and does not modify or otherwise update any disclosures contained in the Original Form
10-Q, which continues to speak as of the Original Filing Date (including, but not limited to, any forward-looking statements made in the Original Form 10-Q, which have not been revised to reflect events that occurred or facts that became known after the date of the Original Form 10-Q, and such forward-looking statements should be read in their historical context). Accordingly, this Amendment No. 1 should be read in conjunction with the Original Form
10-Q and the Company’s other filings made with the Commission.
ITEM 6. EXHIBITS
Reference is made to the Exhibit Index preceding the signature page hereto, which Exhibit Index is hereby incorporated into this item.
EXHIBIT INDEX
Articles of Incorporation | ||
3.1 | ||
3.2 | ||
Executive Officer Certifications | ||
31.1* | ||
31.2* | ||
32.1*** | ||
32.2*** | ||
Instruments Defining the Rights of Security Holders, Including Indentures | ||
4.35 | ||
4.36 | ||
4.37 | ||
Other | ||
95** | Mine Safety Disclosures. | |
XBRL Documents | ||
101.INS* | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |
101.SCH* | XBRL Taxonomy Extension Schema Document | |
101.CAL* | XBRL Taxonomy Extension Calculation Document | |
101.DEF* | XBRL Taxonomy Definition Document | |
101.LAB* | XBRL Taxonomy Extension Label Document |
101.PRE* | XBRL Taxonomy Presentation Document | |
104 | Cover Page Interactive Data File – the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
* | Filed concurrently herewith |
** | Inapplicable for purposes of this report |
*** | Previously furnished and not filed |
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.
August 11, 2020 | ||
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STEEL DYNAMICS, INC. | ||
By: | /s/ Theresa E. Wagler | |
Theresa E. Wagler | ||
Executive Vice President and Chief Financial Officer | ||
(Principal Financial Officer and Principal Accounting Officer) |
EXHIBIT 31.1
CERTIFICATION PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, Mark D. Millett, certify that:
1. I have reviewed this quarterly report for the period ended June 30, 2020, on Form 10-Q/A Amendment No. 1 of Steel Dynamics, 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.
/s/ Mark D. Millett | |
Mark D. Millett | |
Chief Executive Officer | |
(Principal Executive Officer) | |
August 11, 2020 | |
EXHIBIT 31.2
CERTIFICATION PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, Theresa E. Wagler, certify that:
1. I have reviewed this quarterly report for the period ended June 30, 2020, on Form 10-Q/A Amendment No. 1 of Steel Dynamics, 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.
/s/ Theresa E. Wagler | |
Theresa E. Wagler | |
Executive Vice President and Chief Financial Officer | |
(Principal Financial Officer and Principal Accounting Officer) | |
August 11, 2020 | |
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