-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Lxj3/DUAjVthS5E7xC54Zt1CbIg8E56InVbzX+xQJ9msDGrXx5YWhp8+13d8f8fJ KG579Dya7en2zg9aJBnvtg== 0001144204-08-050645.txt : 20080829 0001144204-08-050645.hdr.sgml : 20080829 20080829163257 ACCESSION NUMBER: 0001144204-08-050645 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20071231 FILED AS OF DATE: 20080829 DATE AS OF CHANGE: 20080829 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOUTH DAKOTA SOYBEAN PROCESSORS LLC CENTRAL INDEX KEY: 0001163609 STANDARD INDUSTRIAL CLASSIFICATION: FATS & OILS [2070] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-50253 FILM NUMBER: 081049527 BUSINESS ADDRESS: STREET 1: 100 CASPIAN AVE. STREET 2: P.O. BOX 500 CITY: VOLGA STATE: SD ZIP: 57071 BUSINESS PHONE: 6056279240 MAIL ADDRESS: STREET 1: 100 CASPIAN AVE. STREET 2: P.O. BOX 500 CITY: VOLGA STATE: SD ZIP: 57071 FORMER COMPANY: FORMER CONFORMED NAME: SOYBEAN PROCESSORS LLC DATE OF NAME CHANGE: 20011213 10-K/A 1 v125299_10ka.htm
 


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 


FORM 10-K/A

(Amendment No. 1)

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

For the fiscal year ended December 31, 2007

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

COMMISSION FILE NO.  000-50253

SOUTH DAKOTA SOYBEAN PROCESSORS, LLC
(Exact Name of Registrant as Specified in its Charter)

South Dakota
 
46-0462968
(State of Other Jurisdiction of
Incorporation or Organization)
 
(I.R.S. Employer
Identification No.)

100 Caspian Avenue, Post Office Box 500, Volga, South Dakota 57071
(Address of Principal Executive Offices)

(605) 627-9240
(Registrant’s Telephone Number)
 

 
SECURITIES REGISTERED PURSUANT TO SECTION 12 (b) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12 (g) OF THE ACT:
CLASS A CAPITAL UNITS
 

 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
o  Yes      x  No

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the 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      o  No

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 in this form, and no disclosure will 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.  x

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 accelerated filer, large accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.

o  Large Accelerated Filer
 
o  Accelerated Filer
 
o  Non-Accelerated Filer
 
x  Smaller Reporting Company
       
(do not check if a smaller reporting company)
   

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  o  Yes      x  No

The aggregate market value of the registrant’s common stock held by non-affiliates at June 30, 2007 was approximately $41,152,650. The aggregate market value was computed by reference to the last sales price during the registrant’s most recently completed second fiscal quarter.

As of the day of this filing, there were 30,419,000 Class A capital units of the registrant outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Part III of Form 10-K - Portions of the Information Statement for 2008 Annual Meeting of Members.



Explanatory Footnote Regarding Amendment No. 1
 
This amendment is filed solely to amend the certifications of our principal executive officer and principal accounting officer which were filed as Exhibit 31.1 to our Annual Report on Form 10-K for the year ended December 31, 2007. That exhibit, as originally filed, inadvertently omitted necessary language in paragraph number four indicating that, in addition to being responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), the officers are responsible for establishing and maintaining internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f). The revised exhibit being filed with this amendment now contains the previously omitted language. No revisions have been made to the financial statements or any other disclosures contained in the Annual Report.
 
This Amendment does not reflect events that have occurred after March 31, 2008, the date upon which the Annual Report on Form 10-K was originally filed with the Securities and Exchange Commission. Accordingly, this Amendment should be read in conjunction with our filings with the Securities and Exchange Commission subsequent to the filing of the original Form 10-K, including our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

Part IV

Item 15.      Exhibits, Financial Statement Schedules.

The following exhibits and financial statements are filed as part of, or are incorporated by reference into, this report:

(a)(3) Exhibits - See Exhibit Index following the Signature Page to this report.

Pursuant to the requirement of Section 13 or 15(d) of the Securities Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SIGNATURES

 
SOUTH DAKOTA SOYBEAN
 
PROCESSORS, LLC
   
Date: August 29, 2008
/s/ Rodney G. Christianson
 
Rodney G. Christianson
 
Chief Executive Officer
   
Date: August 29, 2008
/s/ Mark Hyde
 
Mark Hyde
 
Controller, Principal Accounting Officer

2


Pursuant to the requirements of the Securities Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 
SOUTH DAKOTA SOYBEAN
 
PROCESSORS, LLC
   
Date: August 29, 2008
/s/ Rodney G. Christianson
 
Rodney G. Christianson
 
Chief Executive Officer
 
(Principal Executive Officer)
 
SOUTH DAKOTA SOYBEAN
 
PROCESSORS, LLC
   
Date: August 29, 2008
/s/ Mark Hyde
 
Mark Hyde
 
Controller, Principal Accounting Officer
   
Date: August 29, 2008
/s/ Paul Barthel
 
Paul Barthel, Manager
   
Date: August 29, 2008
/s/ Alan Christensen
 
Alan Christensen, Manager
   
Date: August 29, 2008
/s/ Dean Christopherson
 
Dean Christopherson, Manager
   
Date: August 29, 2008
/s/ Paul Dummer
 
Paul Dummer, Manager
   
Date: August 29, 2008
/s/ David Driessen
 
David Driessen, Manager
   
Date: August 29, 2008
/s/ Wayne Enger
 
Wayne Enger, Manager
   
Date: August 29, 2008
/s/ Dan Feige
 
Dan Feige, Manager
   
Date: August 29, 2008
/s/ Ronald J. Gorder
 
Ronald J. Gorder, Manager
   
Date: August 29, 2008
/s/ Marvin Hope
 
Marvin Hope, Manager
   
Date: August 29, 2008
/s/ James Jepsen
 
James Jepsen, Manager
   
Date: August 29, 2008
/s/ Jerome Jerzak
 
Jerome Jerzak, Manager
   
Date: August 29, 2008
/s/ Peter Kontz
 
Peter Kontz, Manager
   
Date: August 29, 2008
/s/ Bryce Loomis
 
Bryce Loomis, Manager

3


Date: August 29, 2008
      
 
Robert Nelsen, Manager
   
Date: August 29, 2008
/s/ Robert Nelson
 
Robert Nelson, Manager
   
Date: August 29, 2008
/s/ Maurice Odenbrett
 
Maurice Odenbrett, Manager
   
Date: August 29, 2008
/s/ Randy Tauer
 
Randy Tauer, Manager
   
Date August 29, 2008
/s/ Delbert Tschakert
 
Delbert Tschakert, Manager
   
Date: August 29, 2008
/s/ Lyle Trautman
 
Lyle Trautman, Manager
   
Date: August 29, 2008
/s/ Ardon Wek
 
Ardon Wek, Manager
   
Date: August 29, 2008
/s/ Gary Wertish
 
Gary Wertish, Manager

EXHIBIT INDEX

Exhibit
Number
 
Description
 
Filed
Herewith
 
Incorporated Herein by Reference to
             
31.1
 
Rule 13a-14(a)/15d-14(a) Certification.
 
X
   
             
31.2
 
Rule 13a-14(a)/15d-14(a) Certification.
 
X
   
             
32.1
 
Section 1350 Certification.
 
X
   
 


4

 
EX-31.1 2 v125299_ex31-1.htm
Exhibit 31.1
 
Certification
 
I, Rodney G. Christianson, certify that:
 
1.             I have reviewed the report on Form 10-K of South Dakota Soybean Processors, LLC for the year ended December 31, 2007;
 
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 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 the Exchange Act Rules 13a-15(f) and 15(d)-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 most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) 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 data; 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: August 29, 2008
 
/s/ Rodney Christianson
Rodney G. Christianson
Chief Executive Officer
(Principal Executive Officer)

 
 

 
 
Certification
 
I, Mark Hyde, certify that:
 
1.             I have reviewed the report on Form 10-K of South Dakota Soybean Processors, LLC for the year ended December 31, 2007;
 
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 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 the Exchange Act Rules 13a-15(f) and 15(d)-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
 
c)            Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) 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 data; 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: August 29, 2008
 
/s/ Mark Hyde
Mark Hyde
Controller
(Principal Accounting Officer)

 
 

 
EX-31.2 3 v125299_ex31-2.htm
Exhibit 31.2
 
Certification
 
I, Rodney G. Christianson, certify that:
 
1.             I have reviewed this report on Form 10-K/A of South Dakota Soybean Processors, LLC;
 
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 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 the Exchange Act Rules 13a-15(f) and 15(d)-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 most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) 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 data; 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: August 29, 2008
 
/s/ Rodney G. Christianson
Rodney G. Christianson
Chief Executive Officer
(Principal Executive Officer)

 
 

 
 
Certification
 
I, Mark Hyde, certify that:
 
1.             I have reviewed the report on Form 10-K/A of South Dakota Soybean Processors, LLC for the year ended December 31, 2007;
 
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 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 the Exchange Act Rules 13a-15(f) and 15(d)-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
 
c)            Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) 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 data; 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: August 29, 2008
 
/s/ Mark Hyde
Mark Hyde
Controller
(Principal Accounting Officer)

 
 

 
EX-32.1 4 v125299_ex32-1.htm
Exhibit 32.1
 
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
In connection with the Annual Report of South Dakota Soybean Processors, LLC (the “Company”) on Form 10-K/A for the year ending December 31, 2007, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned, Rodney G. Christianson and Mark Hyde, the Chief Executive Officer (Principal Executive Officer) and Controller (Principal Accounting Officer), respectively, of the Company, certify, individually and not jointly pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
 
(1) The Report fully complies with the requirements of Section 13(a) 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 Company as of December 31, 2007 (the last date of the period covered by the Report).
 
Dated: August 29, 2008
 
By
/s/ Rodney G. Christianson
 
Rodney G. Christianson
 
Chief Executive Officer (Principal Executive Officer)
 
 
By
/s/ Mark Hyde
 
Mark Hyde
 
Controller (Principal Accounting Officer)

 
 

 
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