10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________________________________________________

FORM 10-K/A

Amendment No. 1

ýANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2012

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                                    to                                     

Commission File No.  333-05978

EURAMAX HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	58-2502320 (I.R.S. Employer Identification Number)
303 Research Drive, Suite 400, Norcross, GA (Address of principal executive offices)	30092 (Zip Code)

Registrant's telephone number, including area code: (770) 449-7066

Securities registered pursuant to Section 12(b) of the Act: None

Title of each class N/A Name of each exchange on which registered N/A

Securities registered pursuant to Section 12(g) of the Act: None

_________________________________________________

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 ý

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ý No o

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 o No ý*

*The registrant is a voluntary filer of reports required to be filed by certain companies under Sections 13 or 15(d) of the Securities Exchange Act of 1934 and has filed all reports that would have been required during the preceding 12 months, had it been subject to such filing requirements.

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 ý No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) 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. ý

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 o Non-accelerated filer ý (Do not check if a smaller reporting company) Smaller reporting company o

Indicate by check mark if the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No ý

There is no public market for the Company's common stock. The registrant has 97,209 shares of common stock held by non-affiliates.

There were 189,138 shares of the registrant’s common stock, par value $1.00 per share, issued and outstanding as of March 28, 2013.

DOCUMENTS INCORPORATED BY REFERENCE

None

EXPLANATORY NOTE

This Amendment No. 1 to Form 10-K (this “Amendment”) amends our Annual Report on Form 10-K for the fiscal year ended December 31, 2012, initially filed on March 29, 2013 (the “Original Filing”). We are filing this Amendment to correct certain information regarding Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters required by Part III, Item 12 of Form 10-K.

Except as described above, this Amendment does not amend or update any other information contained in the Original Filing, and we have not updated disclosures contained therein to reflect any events which occurred at any date subsequent to the Original Filing.

1

TABLE OF CONTENTS

PART III
Item 12	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	3
PART IV
Item 15	EXHIBITS, FINANCIAL STATEMENT SCHEDULES	5

2

Part III

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table presents information as of December 31, 2012 regarding beneficial ownership of the common stock of Euramax Holdings by:

• each of the directors of Euramax Holdings; 

• each of the executive officers of Euramax Holdings; 

• each stockholder known by us to beneficially hold five percent or more of the common stock of Euramax Holdings; and 

• all of the executive officers and directors of Euramax Holdings as a group.

Beneficial ownership is determined under the rules of the SEC and generally includes voting or investment power with respect to securities. Unless indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares beneficially owned, subject to community property laws where applicable.

	Shares Beneficially Owned
Name and Address	Number	Percent
Levine Leichtman Capital Partners Deep Value Fund 335 North Maple Drive, Suite 130, Beverly Hills, CA 90210	37,219.1	19.7	%
Highland Capital Management, L.P. 300 Crescent Court, Suite 700, Dallas, TX 75201	31,416.4	16.6	%
UBS AG, London Branch & Stamford Branch 677 Washington Blvd, Samford, CT 06912	16,040.3	8.5	%
Credit Suisse Alternative Capital, Inc. 11 Madison Avenue, New York, NY 10010	15,659.8	8.3	%
UniCredit Bank 150 E. 42nd Street, 31st Floor, New York, NY 10017	9,349.1	4.9	%
Van Kampen Asset Management, Inc. 1 Parkview Plaza, PO Box 55555, Oakbrook Terrace, IL 60181-5555	9,349.1	4.9	%
BlackRock Advisors, LLC 55 East 52nd Street, 6th Floor, New York, NY 10055	9,200.7	4.9	%
Mitchell B. Lewis (1)	8,281.0	4.4	%
R. Scott Vansant (2)	6,440.3	3.4	%
Scott R. Anderson (3)	1,782.1	*
Jeffrey C. Hummel (4)	625	*
Jan Timmerman (5)	375	*
Michael D. Lundin (6)	375	*
Jeffrey A. Brodsky (7)	375	*
Alvo M. Oddis (8)	375	*
James G. Bradley (9)	250	*
Trey B. Parker III	—	—
Brian T. Stewart	—	—
All directors and executive officers, as a group (11 persons)	18,878.4	10.0	%

_______________________________________

* Less than 1%

(1) Does not include approximately 850 shares of granted but unvested restricted stock awards.

(2) Does not include approximately 675 shares of granted but unvested restricted stock awards.

(3) Does not include approximately 375 shares of granted but unvested restricted stock awards.

(4) Does not include approximately 275 shares of granted but unvested restricted stock awards.

(5) Does not include approximately 625 shares of granted but unvested restricted stock units.

(6) Does not include approximately 125 shares of granted but unvested restricted stock awards.

(7) Does not include approximately 125 shares of granted but unvested restricted stock awards.

(8) Does not include approximately 125 shares of granted but unvested restricted stock awards.

(9) Does not include approximately 250 shares of granted but unvested restricted stock units.

3

The following table summarizes information, as of December 31, 2012, relating to equity compensation plans of Euramax Holdings pursuant to which grants of restricted stock, or certain other rights to acquire shares of Euramax Holdings may be granted from time to time.

Equity Compensation Plan Information
	(a)	(b)	(c)
Plan category	Number of securities to be issued upon exercise of outstanding restricted shares 1	Weighted-average exercise price of outstanding options, warrants and rights 2	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders	6,350	N/A	2,449.5
Equity compensation plans not approved by security holders	N/A	N/A	N/A
Total	6,350		2,449.5

¹ Includes shares issuable pursuant to the Euramax Holdings, Inc. Executive Incentive Plan (the Plan). Under the Plan, the Company reserved 21,737 restricted shares of Class A Common Stock for issuance to selected officers, directors and other key employees. The Company has granted a total of 17,400 shares of restricted stock and 4,250 shares of restricted stock units under the Plan, which vest ratably over four years based upon continued employment or immediately upon a change in control or termination of employment by reason of death or disability.

² The weighted average grant date fair value of outstanding restricted shares and restricted share units as of December 31, 2012 was $658.

4

Part IV

Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Exhibit Number	Description
31.1	Certification of the Chief Executive Officer pursuant to the Rules 13a-14(a) and 15d-14(a) promulgated under the Securities and Exchange Act of 1934, as amended, and Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes -Oxley Act of 2002.
31.2	Certification of the Chief Financial Officer pursuant to the Rules 13a-14(a) and 15d-14(a) promulgated under the Securities and Exchange Act of 1934, as amended, and item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes -Oxley Act of 2002.
32.1	Certification of the CEO and CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxely Act of 2002.

5

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.

	EURAMAX HOLDINGS, INC.
April 4, 2013	By:	/s/ Mitchell B. Lewis
		Mitchell B. Lewis Chief Executive Officer and President

6

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Mitchell B. Lewis, certify that:

1. I have reviewed this annual report on Form 10-K/A of Euramax Holdings, Inc. for the year ended December 31, 2012.

2. Based on my knowledge, this annual 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 annual report.

4. The registrant's other certifying officer 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 controls 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 registrant's 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 registrant's internal control over financial reporting that occurred during the registrant's fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's 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 registrant's 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 registrant's internal control over financial reporting.

Date: April 4, 2013	/s/ Mitchell B. Lewis
	Mitchell B. Lewis
	Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, R. Scott Vansant, certify that:

1. I have reviewed this annual report on Form 10-K/A of Euramax Holdings, Inc. for the year ended December 31, 2012.

2. Based on my knowledge, this annual 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 annual report.

4. The registrant's other certifying officer 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 registrant's 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 registrant's internal control over financial reporting that occurred during the registrant's fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's 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 registrant's 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 registrant's internal control over financial reporting.

Date: April 4, 2013	/s/ R. Scott Vansant
	R. Scott Vansant
	Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXELY ACT OF 2002

In connection with the annual report on Form 10-K/A of Euramax Holdings, Inc. for the year ended December 31, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Mitchell B. Lewis, as Chief Executive Officer of the registrant, and R. Scott Vansant, as Chief Financial Officer of the registrant, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of his knowledge, that:

(1) The Report fully complies with the requirements of Section 13(a) of 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the registrant as of and for the periods indicated.

	/s/ Mitchell B. Lewis
Name:	Mitchell B. Lewis
Title:	Chief Executive Officer
Date:	April 4, 2013

	/s/ R. Scott Vansant
Name:	R. Scott Vansant
Title:	Chief Financial Officer
Date:	April 4, 2013

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the registrant and will be retained by the registrant and furnished to the Securities and Exchange Commission or its staff upon request.

This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the registrant for purposes of Section 18 of the Securities Exchange Act of 1934.