10-K/A 1 v375029_10ka.htm 10-K/A

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

FORM 10-K/A

 (Amendment No. 1)

(Mark One)

 

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

For the fiscal year ended December 31, 2013

 

¨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 001-35436

 

TECNOGLASS INC.

(Exact Name of Registrant as Specified in Its Charter)

 

Cayman Islands N/A
(State or Other Jurisdiction of Incorporation or Organization)

(I.R.S. Employer Identification Number)

 

Avenida Circunvalar a 100 mts de la Via 40  
Barrio Las Flores, Barranquilla  
Colombia  
(Address of Principal Executive Offices) (Zip Code)

 

(57)(5)3734000

(Registrant’s Telephone Number, Including Area Code)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Name of each exchange on which registered
     
Ordinary Shares, par value $0.0001 per share   The NASDAQ Stock Market LLC

 

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 ¨ No x

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.

Yes ¨ No x

 

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 past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirement 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 if disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the 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.

¨

 

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 definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer ¨ Accelerated filer ¨
Non-accelerated filer ¨ Smaller reporting company x
(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 Exchange Act).

Yes ¨ No x

 

As of June 28, 2013 (the last business day of the registrant’s most recently completed second fiscal quarter), the aggregate market value of the ordinary shares held by non-affiliates of the registrant was approximately $41,785,440 based on its last reported sales price of $9.93 on the NASDAQ Capital Market.

 

As of April 11, 2014, there were 24,310,363 ordinary shares, $0.0001 par value per share, outstanding.

 

Documents Incorporated by Reference: None.

 

 
 

  

EXPLANATORY NOTE

  

Tecnoglass Inc. (the “Company” or “we”) is filing this Amendment No. 1 (the “Amendment”) to our Annual Report on Form 10-K for the year ended December 31, 2013, filed on April 16, 2014 (the “Original Filing”) to provide the interactive data files required by Item 601(b)(101) of Regulation S-K and Rule 405 of Regulation S-T.

 

No changes have been made to the Original Filing other than to add the information as described above. This Amendment should be read in conjunction with the Original Filing. This Amendment speaks as of the date of the Original Filing, does not reflect events that may have occurred after the date of the Original Filing and does not modify or update in any way the disclosures made in the Original Filing, except as required to reflect the revisions discussed above.

  

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PART IV

Item 15.Exhibits, Financial Statement Schedules.

 

(a)The following documents are filed as part of this Form 10-K:

 

(1)Consolidated Financial Statements (filed with our Annual Report on Form 10-K filed on April 16, 2014):

 
Report of Independent Registered Public Accounting Firms  
Balance Sheets  
Statements of Operations  
Statements of Changes in Shareholders’ Equity  
Statements of Cash Flows  
Notes to Financial Statements  

 

(2)Financial Statement Schedules:

 

None.

 

(3)The following exhibits are filed as part of this Form 10-K:

 

Exhibit
No.		    Description   Included   Form   Filing Date
2.1   Agreement and Plan of Reorganization dated as of August 17, 2013 and as amended November 6, 2013, by and among the Company, Andina Merger Sub, Inc., Tecnoglass S.A., C.I. Energía Solar S.A. E.S. Windows and Tecno Corporation   By Reference   Schedule 14A   December 4, 2013
3.1   Third Amended and Restated Memorandum and Articles of Association.   By Reference   Schedule 14A   December 4, 2013
4.1   Specimen Ordinary Share Certificate.   By Reference   S-1/A   January 23, 2012
4.2   Specimen Warrant Certificate.   By Reference   S-1/A   December 28, 2011
4.3   Warrant Agreement between Continental Stock Transfer & Trust Company and the Company.   By Reference   8-K   March 22, 2012
4.4   Form of First Unit Purchase Option issued to EarlyBirdCapital, Inc.   By Reference   S-1/A   March 12, 2012

 

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Exhibit
No.		    Description   Included   Form   Filing Date
4.5   Form of Second Unit Purchase Option issued to EarlyBirdCapital, Inc.   By Reference   S-1/A   March 7, 2012
10.1   Form of Escrow Agreement between the Company, Continental Stock Transfer & Trust Company and the Initial Shareholders.   By Reference   S-1/A   March 12, 2012
10.2   Amended and Restated Registration Rights Agreement among the Company, the Initial Shareholders and Energy Holding Corporation.   By Reference   8-K   December 27, 2013
10.3   Advisory Services Agreement between the Company and Morgan Joseph TriArtisan LLC   By Reference   10-K/A   June 17, 2013
10.4   Promissory Note issued to A. Lorne Weil 2006 Irrevocable Trust – Family Investment Trust   By Reference   10-K   June 13, 2013
10.5   Indemnity Escrow Agreement dated as of December 20, 2013, by and among the Company, Representative, Committee and Continental Stock Transfer and Trust Company.   By Reference   8-K   December 27, 2013
10.6   Additional Shares Escrow Agreement dated as of December 20, 2013, by and among the Company, Representative, Committee and Continental Stock Transfer and Trust Company.   By Reference   8-K   December 27, 2013
10.7   Form of Lock-Up Agreement between the Company and Energy Holding Corporation   By Reference   8-K   August 22, 2013
10.8   2013 Long-Term Incentive Equity Plan   By Reference   Schedule 14A   December 4, 2013
10.9   Form of Subscription Agreement   By Reference   8-K   December 19, 2013
10.10   Form of Warrant/UPO Transfer Agreement   *        
10.11   Form of Indemnification Agreement   By Reference   8-K   March 6, 2014
21   List of subsidiaries.   *        
24   Power of Attorney.   *        

 

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Exhibit
No.		    Description   Included   Form   Filing Date
31   Certification of Principal Executive Officer and Principal Financial and Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.   *        
32   Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002   *        
101.INS   XBRL Instance Document   Herewith        
101.SCH   XBRL Taxonomy Extension Schema   Herewith        
101.CAL   XBRL Taxonomy Extension Calculation Linkbase   Herewith        
101.DEF   XBRL Taxonomy Extension Definition Linkbase   Herewith        
101.LAB   XBRL Taxonomy Extension Label Linkbase   Herewith        
101.PRE   XBRL Taxonomy Extension Presentation Linkbase   Herewith        
                 
* Previously filed with the Annual Report on Form 10-K filed on April 16, 2014.

   

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SIGNATURES

 

Pursuant to the requirements of the Section 13 or 15 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 on the 17th day of April, 2014.

 

  TECNOGLASS INC.
     
  By: /s/ Joaquin Fernandez
  Name: Chief Financial Officer
  Title: Chief Financial Officer (Principal
    Financial and Accounting Officer)

 

 

In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Name   Title   Date
         
/s/ Jose M. Daes   Chief Executive Officer (Principal   April 17, 2014
Jose M. Daes   Executive Officer)    
         
/s/ *   Chief Operating Officer   April 17, 2014
Christian T. Daes        
         
/s/ *   Chief Financial Officer (Principal   April 17, 2014
Joaquin Fernandez   Financial and Accounting Officer)    
         
/s/ *   Director (Non-Executive Chairman)   April 17, 2014
A. Lorne Weil        
         
/s/ *   Director   April 17, 2014
Samuel R. Azout        

 

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Name   Title   Date
         
/s/ *   Director   April 17, 2014
Juan Carlos Vilarino        
         
/s/ *   Director   April 17, 2014
Martha Byorum        
         
/s/ *   Director   April 17, 2014
Julio A. Torres        

 

* By: /s/ Jose M. Daes  
  Jose M. Daes  
  Attorney-in-Fact  

  

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