-----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, NHs7rDLLwQXc1fox0BJfyua2eadKLEVUsVQsnxC368oDO6MLNutL9MuwnyIyk8+R 5t/5wkgH1w2FJGC0U+vY+Q== 0001144204-04-016547.txt : 20041019 0001144204-04-016547.hdr.sgml : 20041019 20041019170204 ACCESSION NUMBER: 0001144204-04-016547 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20031231 FILED AS OF DATE: 20041019 DATE AS OF CHANGE: 20041019 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ACMAT CORP CENTRAL INDEX KEY: 0000002062 STANDARD INDUSTRIAL CLASSIFICATION: SURETY INSURANCE [6351] IRS NUMBER: 060682460 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-06234 FILM NUMBER: 041085870 BUSINESS ADDRESS: STREET 1: 233 MAIN ST STREET 2: P O BOX 2350 CITY: NEW BRITAIN STATE: CT ZIP: 06050-2350 BUSINESS PHONE: 2032299000 MAIL ADDRESS: STREET 1: 233 MAIN STREET STREET 2: P O BOX 2350 CITY: NEW BRITAIN STATE: CT ZIP: 06050-2350 10-K/A 1 v07531.txt SECURITIES AND EXCHANGE COMMISSION 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, 2003 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 0 - 6234 ______ ACMAT CORPORATION ---------------------------------------------------- (Exact name of registrant as specified in its charter) Connecticut 06-0682460 - -------------------------- ------------------------------------ (State of incorporation) (I.R.S. Employer Identification No.) 233 Main Street New Britain, Connecticut 06050-2350 -------------------------------------- ------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (860) 229-9000 Securities registered pursuant to Section 12 (b) of the Act: None Securities registered pursuant to Section 12 (g) of the Act: Common Stock, without par value Class A Stock, without par value Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) or 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. Yes |X| No |_| Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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. |X| Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes |_| No |X| The aggregate market value of the Common Stock and Class A Stock held by non-affiliates of the registrant was $20,536,236 as of the Registrant's most recently completed second fiscal quarter. As of March 1, 2004 there were 546,355 shares of the registrant's Common Stock and 1,741,704 shares of registrant's Class A Stock, each without par value, outstanding. DOCUMENTS INCORPORATED BY REFERENCE: Part III - Portions of the Registrant's definitive proxy statement to be issued in conjunction with the Registrant's annual meeting of stockholders to be held on June 24, 2004. 1 INTRODUCTORY NOTE ACMAT Corporation hereby amends Part II of its Annual Report on Form 10-K for the year ended December 31, 2003 to amend Item 5 - Market for Registrant's Common Stock and Related Stockholder Matters. The revised Item 5 appears below: PART II Item 5. Market for the Registrant's Common Stock and Related Stockholder Matters ACMAT's Class A Stock trades on the Nasdaq Stock Market under the symbol ACMTA. The Common Stock trades on the over-the-counter market under the symbol "ACMT". The following table sets forth the quarterly high and low closing prices of the Company's Common Stock and Class A Stock as reported by Nasdaq.
2003 2002 HIGH LOW HIGH LOW COMMON STOCK 1st Quarter 10.55 10.30 19.00 19.00 2nd Quarter 10.38 9.50 19.00 13.00 3rd Quarter 10.65 10.35 14.25 10.05 4th Quarter 11.75 10.65 10.55 10.05 CLASS A STOCK 1st Quarter 10.31 8.07 9.65 7.55 2nd Quarter 9.35 7.76 11.99 9.41 3rd Quarter 12.78 9.20 10.20 7.76 4th Quarter 12.62 11.34 10.35 8.24
No dividends have been paid in the past five years and there is no intention of paying dividends in the near future. As of March 1, 2004 there were approximately 150 holders of record of the Common Stock and approximately 194 holders of record of the Class A Stock. The Company believes that there are additional beneficial owners of the Common Stock and the Class A Stock and that, as of such date, including both record holders and additional beneficial owners, there were approximately 351 shareholders of the Common Stock and approximately 564 shareholders of the Class A Stock. 2 SIGNATURES Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant had duly caused this Amendment No. 1 to Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized. ACMAT CORPORATION Dated: October 19, 2004 By: /s/ Henry W. Nozko ------------------------------------- Henry W. Nozko, Jr., President and Chief Executive Officer 3 INDEX TO EXHIBITS Exhibit 31.1 Certification of Henry W. Nozko, Jr., Chief Executive Officer of the Company, as required by Section 302 of the Sarbanes-Oxley Act of 2002. Exhibit 31.2 Certification of Michael P. Cifone, Chief Financial Officer of the Company, as required by Section 302 of the Sarbanes-Oxley Act of 2002. 4 EX-31.1 2 v07531_ex31-1.txt Exhibit 31.1 CERTIFICATION I, Henry W. Nozko, Jr., certify that: 1. I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K of ACMAT Corporation; and 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. Date: October 19, 2004 /s/ Henry W. Nozko, Jr. ------------------------ Chief Executive Officer 5 EX-31.2 3 v07531_ex31-2.txt Exhibit 31.2 CERTIFICATION I, Michael P. Cifone, certify that: 1. I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K of ACMAT Corporation; and 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. Date: October 19, 2004 /s/ Michael P. Cifone ----------------------- Chief Financial Officer 6 -----END PRIVACY-ENHANCED MESSAGE-----