-----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, JxGdrGuWTvIKz5OQdZ9m0h8z5a4tB9BZjMIX49n5rOMK6dRgilcH6imSEV0De+RB 8UJTZIH44Z6jJAuzF/2Xyw== 0001354488-08-001544.txt : 20081024 0001354488-08-001544.hdr.sgml : 20081024 20080905162739 ACCESSION NUMBER: 0001354488-08-001544 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20071229 FILED AS OF DATE: 20080905 DATE AS OF CHANGE: 20080909 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DECORATOR INDUSTRIES INC CENTRAL INDEX KEY: 0000027613 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FABRICATED TEXTILE PRODUCTS [2390] IRS NUMBER: 251001433 STATE OF INCORPORATION: PA FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-07753 FILM NUMBER: 081058910 BUSINESS ADDRESS: STREET 1: 10011 PINES BLVD SUITE 201 CITY: PEMBROKE PINES STATE: FL ZIP: 33024 BUSINESS PHONE: 3054368909 10-K/A 1 decorator10ka.txt AMENDED ANNUAL REPORT ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------- FORM 10-K/A ----------- AMENDMENT NO. 1 TO FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 29, 2007 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-7753 DECORATOR INDUSTRIES, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Pennsylvania 25-1001433 ------------ ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 10011 Pines Blvd., Pembroke Pines, Florida 33024 --------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (954) 436-8909 Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered ------------------- ----------------------------------------- Common Stock, Par Value $.20 Per Share American Stock Exchange 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 Section 15(d) of the 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 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 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. (check one): Large accelerated filer [ ] Smaller reporting company [X] Accelerated filer [ ] Non-accelerated filer [ ] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes [ ] No [X] Aggregate market value of common stock held by non-affiliates of the registrant as of the registrant's most recently completed second fiscal quarter, based on the closing price of registrant's common stock of $6.95 at June 29, 2007: $16,359,688 Number of shares of common stock outstanding at March 25, 2008: 2,927,296 DOCUMENTS INCORPORATED BY REFERENCE Part III- Portions of the Proxy Statement for the 2008 Annual Meeting of Shareholders ================================================================================ EXPLANATORY NOTE The purpose of this amendment on Form 10-K/A to the Annual Report on Form 10-K of Decorator Industries, Inc. for the fiscal year ended December 29, 2007 is to file amendments to Exhibits 31.1 and 31.2 that reflect the current requirements for these exhibits. Exhibits 31.1 and 31.2 filed with the original 10-K for the fiscal year ended December 29, 2007 used wording from an older version of these exhibits. No attempt has been made in this Form 10-K/A to modify or update other disclosures presented in the original report on Form 10-K. The Form 10-K/A does not reflect events occurring after the filing of the Form 10-K or modify or update these disclosures, including the exhibits to the Form 10-K affected by subsequent events. Accordingly, this Form 10-K/A should be read in conjunction with the Company's filings made with the Securities and Exchange Commission subsequent to the filing of the original Form 10-K. ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. 31.1 Amendment to Certification of Principal Executive Officer, filed herewith. 31.2 Amendment to Certification of Principal Financial Officer, filed herewith. 2 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to the Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized. DECORATOR INDUSTRIES, INC. (Registrant) By: /s/ Michael K. Solomon ----------------------- Michael K. Solomon Vice President Dated: September 5, 2008 Pursuant to the requirements of the Securities Exchange Act of 1934, this Amendment No. 1 to the Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.
Name Title Signature Date - ---- ----- --------- ---- William A. Johnson President and Chief /s/ William A. Johnson September 5, 2008 Executive Officer ------------------------------- Michael K. Solomon Vice President, Treasurer, /s/ Michael K. Solomon September 5, 2008 Secretary, Principal ------------------------------- Financial and Accounting Officer William A. Bassett Chairman and Director /s/ William A. Bassett September 5, 2008 ------------------------------- Ellen Downey Director /s/ Ellen Downey September 5, 2008 ------------------------------- William Dixon Director /s/ William Dixon September 5, 2008 ------------------------------- Terrence Murphy Director /s/ Terrence Murphy September 5, 2008 -------------------------------
3 EX-31.1 2 exhibit311.txt CERTIFICATION AMENDMENT TO EXHIBIT 31.1 I, William A. Johnson, Principal Executive Officer, certify that: 1. I have reviewed this annual report on Form 10-K of Decorator Industries, Inc.; 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 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 annual 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 annual 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 that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal controls over financial reporting, to the registrant's auditors and the audit committee of 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: September 5, 2008 By: /s/ William A. Johnson - ----------------------- --------------------------- William A. Johnson, Principal Executive Officer EX-31.2 3 exhibit312.txt CERTIFICATION AMENDMENT TO EXHIBIT 31.2 I, Michael K. Solomon, Principal Financial Officer, certify that: 1. I have reviewed this annual report on Form 10-K of Decorator Industries, Inc.; 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 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 annual 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 annual 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 that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal controls over financial reporting, to the registrant's auditors and the audit committee of 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: September 5, 2008 By: /s/ Michael K. Solomon - ----------------------- --------------------------- Michael K. Solomon, Principal Financial Officer CORRESP 4 filename4.txt DECORATOR INDUSTRIES, INC. 10011 PINES BLVD. #201 PEMBROKE PINES, FL, 33024 (954) 436-8909 Ms. Tia Jenkins Senior Associate Chief Accountant Securities and Exchange Commission Division of Corporate Finance Washington, DC 20549 Dear Ms. Jenkins: Pursuant to your comment letter of August 21, 2008 to Mr. Johnson concerning our Form 10-K for the fiscal year ended December 29, 2007, we have this date filed on EDGAR Amendment No. 1 thereto on Form 10-K/A which complies in full with your Comment No. 1 regarding Exhibits 31.1 and 31.2. We acknowledge that the Company is responsible for the adequacy and accuracy of the disclosure in the filing, that staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing, and that the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Sincerely yours, /s/ Michael K. Solomon - ------------------------------------------ Michael K. Solomon Vice President and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----