x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the Fiscal Year Ended December 31, 2010
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Or
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from ___________ to _________
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Commission File Number: 1-14447
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DELAWARE
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36-0724340
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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2870 Forbs Avenue
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Hoffman Estates, Illinois
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60192
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(Address of principal executive offices)
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(Zip Code)
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Title of each class: | Name of Exchange on which registered: |
$0.01 par value Common Stock | New York Stock Exchange |
Large accelerated filer ¨
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Accelerated filer x
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Non-accelerated filer ¨
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Smaller reporting company ¨
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AMCOL INTERNATIONAL CORPORATION
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By:
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/s/ Donald W. Pearson
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Donald W. Pearson
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Chief Financial Officer
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3.1
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Restated Certificate of Incorporation of the Company (1), as amended (2), as amended (3)
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3.2
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Bylaws of the Company as amended and restated (4)
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4
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Article Four of the Company’s Restated Certificate of Incorporation (1), as amended (3)
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10.1
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AMCOL International Corporation Nonqualified Deferred Compensation Plan (5)
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10.2
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AMCOL International Corporation 1998 Long-Term Incentive Plan (6), as amended* (7)
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10.3
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AMCOL International Corporation 2006 Long-Term Incentive Plan (8), as amended * (5)
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10.4
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AMCOL International Corporation Annual Cash Incentive Plan* (8)
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10.5
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AMCOL International Corporation Discretionary Cash Incentive Plan* (8)
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10.6
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AMCOL International Corporation Amended and Restated Supplementary Pension Plan for Employees* (5)
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10.7
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Employment Agreement effective as of March 25, 2009 by and between Registrant and Lawrence E. Washow* (9)
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10.8
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Employment Agreement effective as of February 2, 2009 by and between Registrant and Donald W. Pearson* (9)
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10.9
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Employment Agreement effective as of March 25, 2009 by and between Registrant and Gary Castagna* (9)
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10.10
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Employment Agreement effective as of March 25, 2009 by and between Registrant and Ryan F. McKendrick* (9)
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10.11
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A written description of compensation for the Board of Directors of the Company is set forth under the caption “Director Compensation” in the definitive Proxy Statement to be filed with the Securities and Exchange Commission and delivered to the Company’s shareholders in connection with the Annual Meeting of Shareholders to be held on May 5, 2011, and is hereby incorporated by reference.*
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10.12
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Credit Agreement by and among AMCOL International Corporation and Harris Trust and Savings Bank, individually and as agent, Wells Fargo Bank, N.A., Bank of America N.A. and the Northern Trust Company dated November 10, 2005 (10), as amended (11), as further amended (12), as further amended (13), as further amended (14)
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10.13
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Form of Indemnification Agreement between the Company and its directors and executive officers (4)
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10.14
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Employment Agreement effective as of January 1, 2010 by and between Registrant and Michael Johnson* (15)
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10.15
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Employment Agreement effective as of January 1, 2010 by and between Registrant and Robert Trauger* (15)
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10.16
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Form of Restricted Stock Award Agreement between Registrant and Gary Castagna and Ryan F. McKendrick* (16)
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10.17
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Note Purchase Agreement dated as of April 29, 2010 by and among the Registrant and the Lincoln National Life Insurance Company and the Lincoln Life and Annuity Company of New York (17)
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10.18
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AMCOL International Corporation 2010 Long-Term Incentive Plan* (18)
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10.19
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AMCOL International Corporation 2010 Cash Incentive Plan* (18)
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10.20
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Form of Option Award Agreement* (18)
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10.21
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Form of Annual Cash Award Agreement* (18)
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10.22
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Transition and Retirement Agreement dated as of November 19, 2010 by and between Registrant and Lawrence E. Washow* (19)
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10.23
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Performance based Restricted Stock Form Award Agreement * (20)
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21
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AMCOL International Subsidiary Listing**
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23.1
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Consent of Independent Registered Public Accounting Firm**
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23.2
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Consent of Sanghavi & Company**
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Certification of Chief Executive Officer Pursuant to Section 302 of the. Sarbanes-Oxley Act of 2002
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Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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Certification of Periodic Financial Report Pursuant to 18 U.S.C. Section 1350
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(1)
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Exhibit is incorporated by reference to the Registrant’s Form S-3 filed with the Securities and Exchange Commission on September 15, 1993.
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(2)
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Exhibit is incorporated by reference to the Registrant’s Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 1995.
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(3)
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Exhibit is incorporated by reference to the Registrant’s Form 10-Q filed with the Securities and Exchange Commission for the quarter ended June 30, 1998.
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(4)
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Exhibit is incorporated by reference to the Registrant’s Form 8-K filed the Securities and Exchange Commission on February 13, 2009.
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(5)
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Exhibit is incorporated by reference to the Registrant’s Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 2008.
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(6)
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Exhibit is incorporated by reference to the Registrant’s Form S-8 (File 333-56017) filed with the Securities and Exchange Commission on June 4, 1998.
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(7)
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Exhibit is incorporated by reference to the Registrant’s Form S-8 (File 333-68664) filed with the Securities and Exchange Commission on August 30, 2001.
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(8)
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Exhibit is incorporated by reference to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on May 12, 2006.
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(9)
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Exhibit is incorporated by reference to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on February 5, 2009.
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(10)
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Exhibit is incorporated by reference to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on November 15, 2005.
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(11)
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Exhibit is incorporated by reference to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on June 19, 2006.
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(12)
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Exhibit is incorporated by reference to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on March 13, 2007.
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(13)
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Exhibit is incorporated by reference to the Registrant’s Form 8-K filed the Securities and Exchange Commission on May 23, 2008.
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(14)
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Exhibit is incorporated by reference to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on September 23, 2009.
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(15)
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Exhibit is incorporated by reference to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on January 5, 2010.
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(16)
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Exhibit is incorporated by reference to the Registrant’s Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 2009.
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(17)
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Exhibit is incorporated by reference to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on April 30, 2010.
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(18)
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Exhibit is incorporated by reference to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on May 7, 2010.
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(19)
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Exhibit is incorporated by reference to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on November 22, 2010.
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(20)
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Exhibit is incorporated by reference to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on February 14, 2011
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1.
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I have reviewed Amendment No. 1 to the annual report on Form 10-K of AMCOL International Corporation;
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2.
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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;
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3.
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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;
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4.
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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:
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a)
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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;
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b)
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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;
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c)
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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
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d)
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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; and
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5.
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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):
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a)
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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
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b)
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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.
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Date: December 30, 2011 | /s/ Ryan F. McKendrick |
Ryan F. McKendrick | |
Chief Executive Officer | |
1.
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I have reviewed Amendment No. 1 to the annual report on Form 10-K of AMCOL International Corporation;
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2.
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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;
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3.
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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;
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4.
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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:
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a)
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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;
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b)
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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;
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c)
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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
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d)
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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; and
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5.
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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):
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a)
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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
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b)
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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.
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Date: December 30, 2011 | /s/ Donald W. Pearson |
Donald W. Pearson | |
Chief Financial Officer | |
Date: December 30, 2011
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/s/ Ryan F. McKendrick
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Ryan F. McKendrick
Chief Executive Officer
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Date: December 30, 2011
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/s/ Donald W. Pearson
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Donald W. Pearson
Chief Financial Officer
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