10-K/A 1 form10ka2004.txt FORM 10KA NO. 1 2004 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K 405/A NO. 1 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2004 Commission File Number 0-6994 NEW BRUNSWICK SCIENTIFIC CO., INC. (Exact name of registrant as specified in its charter) New Jersey 22-1630072 ----------- ---------- (State of incorporation) (I.R.S. Employer Identification Number) 44 Talmadge Road, Edison, N.J. 08817 ------------------------------------ (Address of principal office) Registrant's telephone number: (732) 287-1200 -------------- Securities registered pursuant to Section 12(b) of the Act: ------------------------------------------------------------------ Name of each exchange Title of each class on which registered ---------------------- ------------------------ None N/A Securities registered pursuant to Section 12(g) of the Act: ------------------------------------------------------------------ Title of class ---------------- Common stock - par value $0.0625 Common stock Purchase Rights 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 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 voting stock held by non-affiliates of the Registrant was $41,366,000 as of February 17, 2005. This figure was calculated by reference to the high and low prices of such stock on February 17, 2005. The number of shares outstanding of the Registrant's Common stock as of February 17, 2005: 8,888,348. DOCUMENTS INCORPORATED BY REFERENCE Registrant's Proxy Statement to be filed within 120 days after the end of the fiscal year 2004, is incorporated in Part III herein. The EXHIBITS INDEX is on Page 3. 1 EXPLANATION OF AMENDMENT This Amendment No. 1 on Form 10-K 405/A ("Form 10-K 405/A") to the Company's Annual Report on Form 10-K 405 for the year ended December 31, 2004, initially filed with the Securities and Exchange Commission on March 31, 2005 ("Original Filing"), is being filed to amend and revise the discussion under the heading of "Item 9A Conclusions About Effectiveness of Disclosure Controls in the Original Filing". This Form 10-K 405/A only amends and restates Item 9A of the Original Filing, and none of the other text of the Original Filing is repeated here. The amended information in this Form 10-K 405/A continues to describe conditions as of the date of the Original Filing, and the Company has not updated the disclosures contained herein to reflect events that occurred at a later date. Other events occurring after the date of the Original Filing or other disclosures necessary to reflect subsequent events have been or will be addressed in other reports filed with the SEC. ITEM 9A CONCLUSIONS ABOUT EFFECTIVENESS OF DISCLOSURE CONTROLS The Company maintains controls and procedures designed to ensure that it is able to collect the information that is required to be disclosed in the reports it files with the SEC, and to process, summarize and disclose this information within the time period specified by the rules of the SEC. The Company's Chief Executive Officer and the Chief Financial Officer are responsible for establishing, maintaining and enhancing these controls and procedures. Based on their evaluation of the Company's disclosure controls and procedures as of December 31, 2004, the Company's Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were not effective due to the material weakness discussed below. The Company's disclosure controls and procedures associated with the selection and application of accounting policies relating to interest rate swap agreements for purposes of preparing its annual and interim financial statements were not adequate in light of the requirements of Statement of Financial Accounting Standards No. 133. "Accounting for Derivative Instruments and Hedging Activities" as it applied to three interest rate swap agreements to hedge the variability of cash flows of floating interest rate debt. As a result, the Company restated its financial statements and selected financial data for the years ended December 31, 2001, 2002 and 2003 and for the 2003 and 2004 quarters through October 2, 2004, in the Company's Form 10-K for the year ended December 31, 2004. The Company remedied this material weakness in March, 2005 by establishing new disclosure controls and procedures to identify, appropriately account for and disclose interest rate swap agreements and other derivatives in accordance with the required accounting principles. See Note 2 to Consolidated Financial Statements and the introductory paragraph of Management's Discussion and Analysis of Financial Condition and Results of Operations. 2 EXHIBIT INDEX ------------- (31) Certification of Samuel Eichenbaum appears on Page 4. (31) Certification of David Freedman appears on Page 5. (32) Certifications of David Freedman and Samuel Eichenbaum appear on Page 6. 3 EXHIBIT 31 CERTIFICATION I, Samuel Eichenbaum, certify that: 1. I have reviewed this annual report on Form 10-K of New Brunswick Scientific Co., Inc. (the "Registrant"); 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)) 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) 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 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 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: July 27, 2005 /s/ Samuel Eichenbaum ----------------------- Vice President, Finance, Chief Financial Officer and Treasurer 4 EXHIBIT 31 CERTIFICATION I, David Freedman, certify that: 1. I have reviewed this annual report on Form 10-K of New Brunswick Scientific Co., Inc. (the "Registrant"); 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)) 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) 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 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 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: July 27, 2005 /s/ David Freedman -------------------- Chairman and Chief Executive Officer 5 EXHIBIT 32 CERTIFICATIONS -------------- I, David Freedman, hereby certify that the annual report being filed herewith containing financial statements fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (16 U.S. C. 78m or 78o(d)) and that the information contained in said periodic report fairly presents, in all material respects, the financial condition and results of operations of New Brunswick Scientific Co., Inc. for the period covered by said annual report. July 27, 2005 /s/ David Freedman -------------------- Name: David Freedman Chairman and Chief Executive Officer I, Samuel Eichenbaum, hereby certify that the annual report being filed herewith containing financial statements fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (16 U.S. C. 78m or 78o(d)) and that the information contained in said periodic report fairly presents, in all material respects, the financial condition and results of operations of New Brunswick Scientific Co., Inc. for the period covered by said annual report. July 27, 2005 /s/ Samuel Eichenbaum --------------------- Name: Samuel Eichenbaum Vice President, Finance, Chief Financial Officer and Treasurer A signed original of this written statement required by Section 906 has been provided to New Brunswick Scientific Co., Inc. and will be retained by New Brunswick Scientific Co., Inc. and furnished to the Securities and Exchange Commission or its staff upon request. 6 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. NEW BRUNSWICK SCIENTIFIC CO., INC. Dated: July 29, 2005 By: /s/ Samuel Eichenbaum ----------------------- Samuel Eichenbaum Vice President, Finance, Chief Financial Officer and Treasurer 7