-----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, OT8TvhoTOq2Xk2IWB3Yk3Y0/osqpOO3Pgo6RIfIjhjtt3o3U4r/SN5ibtAzEaPBj gEbYe/LDtCeOfW4hv+961w== 0000950134-05-018875.txt : 20060823 0000950134-05-018875.hdr.sgml : 20060823 20051006165057 ACCESSION NUMBER: 0000950134-05-018875 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20050131 FILED AS OF DATE: 20051006 DATE AS OF CHANGE: 20051012 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RAVEN INDUSTRIES INC CENTRAL INDEX KEY: 0000082166 STANDARD INDUSTRIAL CLASSIFICATION: PRINTED CIRCUIT BOARDS [3672] IRS NUMBER: 460246171 STATE OF INCORPORATION: SD FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-07982 FILM NUMBER: 051127610 BUSINESS ADDRESS: STREET 1: 205 E 6TH ST STREET 2: PO BOX 5107 CITY: SIOUX FALLS STATE: SD ZIP: 57117 BUSINESS PHONE: 6053362750 MAIL ADDRESS: STREET 1: P O BOX 5107 CITY: SIOUX FALLS STATE: SD ZIP: 57117-5107 10-K/A 1 c98788a1e10vkza.htm AMENDMENT TO FORM 10-K e10vkza
Table of Contents

 
 
AMENDMENT NO. 1 TO
FORM 10-K/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
     
þ   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended January 31, 2005
     
o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     .
Commission File: 0-3136
RAVEN INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
     
South Dakota
(State of incorporation) 		  46-0246171
(IRS Employer Identification No.)
205 E. 6th Street, P.O. Box 5107
Sioux Falls, South Dakota 57117-5107
(Address of principal executive offices)
(605) 336-2750
(Registrant’s telephone number including area code)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common stock, $1 par value
(Title of each class)
Indicate by checkmark 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 twelve months, and (2) has been subject to such filing requirements for the past ninety days. x Yes o 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 (“X”) whether the registrant is an accelerated filer (as defined by Rule 12b-2 of the Exchange Act.) x Yes o No
Indicate by check mark (“X”) whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act.) o Yes x No
The aggregate market value of the registrant’s common stock held by nonaffiliates at July 31, 2004 was approximately $297,995,628. The aggregate market value was computed by reference to the closing price (as adjusted for the two-for-one stock split on October 15, 2004), as reported on the NASDAQ National Market System, $19.06, on July 31, 2004, which was as of the last business day of the registrant’s most recently completed second fiscal quarter.
Shares of common stock outstanding at March 23, 2005: 18,028,086.
 
 

 

TABLE OF CONTENTS

Explanatory Note
Item 9A. Controls And Procedures
Item 15. Exhibits, Financial Statement Schedule
SIGNATURES
Exhibit Index
Certification of CEO Pursuant to Section 302
Certification of CFO Pursuant to Section 302
Certifications Pursuant to Section 906

Table of Contents

Explanatory Note
     This Amendment No. 1 to the Annual Report on Form 10-K (the “Amendment”) for Raven Industries, Inc. (the “Company”) for the fiscal year ended January 31, 2005, is being filed solely for the purpose of providing information that was inadvertently omitted from the Company’s original Annual Report on Form 10-K filed on March 31, 2005 (the “Original Filing”). Specifically, in response to Item 9A of the Original Filing, the Company inadvertently omitted disclosures required by Items 307 and 308(c) of Regulation S-K concerning its disclosure controls and any changes in its internal controls. Item 9A is restated in its entirety on this Amendment.
     The filing of this Amendment shall not be deemed an admission that the Original Filing, when made, included any untrue statement of a material fact or omitted to state a material fact necessary to make a statement not misleading.
Item 9A. Controls And Procedures
Disclosure Controls and Procedures
     As of January 31, 2005, the end of the period covered by this report, we carried out an evaluation under the supervision and with the participation of our management, including the Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”), of the effectiveness of our disclosure controls and procedures (as defined in the Exchange Act Rules 13a-15(e) and 15d -15(e)) as of such date. Based on that evaluation, the CEO and CFO have concluded that our disclosure controls and procedures were effective as of January 31, 2005.
Management’s Report on Internal Control Over Financial Reporting
     The Company included a report from its management concerning its internal control over financial reporting on page 27 of its 2005 Annual Report to Shareholders, which was filed as Exhibit 13 to the Original Filing and is incorporated herein by reference.
Changes in Internal Control over Financial Reporting
     There were no changes in our internal control over financial reporting that occurred during the fiscal quarter ended January 31, 2005, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 15. Exhibits, Financial Statement Schedule
(b) Exhibits filed.
     The following exhibits are filed as part of this report:
     
Exhibit    
Number   Description
2(a)
  Asset Purchase Agreement dated February 17, 2005 by and among Raven Industries, Montgomery Industries and others (previously filed).
 
    
3(a)
  Articles of Incorporation of Raven Industries, Inc. and all amendments thereto.*
 
    

1

Table of Contents

     
Exhibit    
Number   Description
3(b)
  Bylaws of Raven Industries, Inc.*
 
    
3(c)
  Extract of Shareholders Resolution adopted on April 7, 1962 with respect to the bylaws of Raven Industries, Inc.*
 
    
10(a)
  Employment Agreement between Raven Industries, Inc. and Daniel Rykhus dated as of April 1, 2004 (incorporated by reference to Exhibit 10(a) of the company’s Form 10-Q for the quarter ended April 30, 2004).
 
    
10(b)
  Change in Control Agreement between Raven Industries, Inc. and Daniel Rykhus dated as of April 1, 2004 (incorporated by reference to Exhibit 10(b) of the company’s Form 10-Q for the quarter ended April 30, 2004).
 
    
10(c)
  Change in Control Agreement between Raven Industries, Inc. and Ronald M. Moquist dated as of March 17, 1989.*
 
    
10(d)
  Change in Control Agreement between Raven Industries, Inc. and Thomas Iacarella dated as of August 1, 1998 (incorporated by reference to Exhibit 10.1 of the company’s Form 10-Q for the quarter ended July 31, 1998).
 
    
10(e)
  Employment Agreement between Raven Industries, Inc. and Ronald M. Moquist dated as of February 1, 2004.**
 
    
10(f)
  Employment Agreement between Raven Industries, Inc. and Thomas Iacarella dated as of February 1, 2004.**
 
    
10(g)
  Schedule A to Employment Agreements between Raven Industries, Inc. and Ronald M. Moquist and Thomas Iacarella dated as of February 1, 2004.**
 
    
10(h)
  Employment Agreement between Raven Industries, Inc. and Barbara Ohme dated as of February 1, 2004.**
 
    
10(i)
  Change in Control Agreement between Raven Industries, Inc. and Barbara Ohme dated as of February 1, 2004.**
 
    
10(j)
  Trust Agreement between Raven Industries, Inc. and Norwest Bank South Dakota, N.A. dated April 26, 1989. *
 
    
10(k)
  Raven Industries, Inc. 2000 Stock Option and Compensation Plan adopted May 24, 2000 (incorporated by reference to Exhibit A to the company’s definitive Proxy Statement filed April 19, 2000).
 
    
13
  2005 Annual Report to Shareholders (previously filed).
 
    
21
  Subsidiaries of the Registrant (previously filed).
 
    
23
  Consent of Independent Registered Public Accounting Firm (previously filed).
 
    
31(a)
  Certification of CEO Pursuant to Section 302 of Sarbanes-Oxley Act (filed herewith).
 
    
31(b)
  Certification of CFO Pursuant to Section 302 of Sarbanes-Oxley Act (filed herewith).
 
    
32
  Certifications pursuant to Section 906 of Sarbanes-Oxley Act of 2002 (filed herewith).
 
*   Incorporated by reference to corresponding Exhibit Number of the company’s Form 10-K for the year ended January 31, 1989.
 
**   Incorporated by reference to corresponding Exhibit Number of the company’s Form 10-K for the year ended January 31, 2004.

2

Table of Contents

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.
           
    RAVEN INDUSTRIES, INC.
(Registrant)
 		         
          October 6, 2005 
 
   By:   /s/ Ronald M. Moquist  
                  Date     Ronald M. Moquist   
      President and Chief Executive Officer   
 
     Pursuant to the requirements of 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.
       
October 6, 2005
 
Date
   /s/ Ronald M. Moquist
 
Ronald M. Moquist
President (Principal Executive
Officer and Director)
     
October 6, 2005
 
Date
   /s/ Thomas Iacarella  
 
Thomas Iacarella
Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
Directors:    
     
October 6, 2005
 
Date
   /s/ Conrad J. Hoigaard  
 
Conrad J. Hoigaard
     
October 6, 2005
 
Date
   /s/ Anthony W. Bour  
 
Anthony W. Bour
     
October 6, 2005
 
Date
   /s/ David A. Christensen  
 
David A. Christensen
     
October 6, 2005
 
Date
   /s/ Thomas S. Everist  
 
Thomas S. Everist
     
October 6, 2005
 
Date
   /s/ Mark E. Griffin  
 
Mark E. Griffin
     
October 6, 2005
 
Date
   /s/ Cynthia H. Milligan  
 
Cynthia H. Milligan

3

Table of Contents

Exhibit Index
       
Exhibit No.   Description
31(a)
  Certification of CEO Pursuant to Section 302 of Sarbanes-Oxley Act.
 
    
31(b)
  Certification of CFO Pursuant to Section 302 of Sarbanes-Oxley Act.
 
    
32
  Certifications pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

4

EX-31.(A) 2 c98788a1exv31wxay.htm CERTIFICATION OF CEO PURSUANT TO SECTION 302 exv31wxay
 

Exhibit 31(a)
CERTIFICATION OF CEO PURSUANT TO
SECTION 302 OF SARBANES-OXLEY ACT OF 2002
I, Ronald M. Moquist, certify that:
1.   I have reviewed this annual report on Form 10-K, as amended, of Raven Industries, Inc. (the “Registrant”);
 
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; and
 
3.   Based on my knowledge, the financial statements, and other financial information included in this annual 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 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 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 (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
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 Registrant’s board of directors (or others performing the equivalent function):
  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 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 controls over financial reporting.
         
     
Date: October 6, 2005  /s/ Ronald M. Moquist    
  Ronald M. Moquist   
  President and Chief Executive Officer   
 

 

EX-31.(B) 3 c98788a1exv31wxby.htm CERTIFICATION OF CFO PURSUANT TO SECTION 302 exv31wxby
 

Exhibit 31(b)
CERTIFICATION OF CFO PURSUANT TO
SECTION 302 OF SARBANES-OXLEY ACT OF 2002
I, Thomas Iacarella, certify that:
1.   I have reviewed this annual report on Form 10-K, as amended, of Raven Industries, Inc. (the “Registrant”);
 
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; and
 
3.   Based on my knowledge, the financial statements, and other financial information included in this annual 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 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 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 (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
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 Registrant’s board of directors (or others performing the equivalent function):
  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 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 controls over financial reporting.
         
     
Date: October 6, 2005  /s/ Thomas Iacarella    
  Thomas Iacarella   
  Vice President and Chief Financial Officer   
 

 

EX-32 4 c98788a1exv32.htm CERTIFICATIONS PURSUANT TO SECTION 906 exv32
 

Exhibit 32
CERTIFICATION PURSUANT TO
SECTION 906 OF SARBANES-OXLEY ACT OF 2002
In connection with this Annual Report of Raven Industries, Inc. (the “company”) on Form 10-K, as amended, for the year ending January 31, 2005, the undersigned, Ronald M. Moquist and Thomas Iacarella, hereby certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) this report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in this report fairly presents, in all material respects, the financial condition and results of operations of the company.
Date: October 6, 2005
         
     
  /s/ Ronald M. Moquist    
  Ronald M. Moquist   
  President and Chief Executive Officer   
 
         
     
  /s/ Thomas Iacarella    
  Thomas Iacarella   
  Vice President and Chief Financial Officer   
 

 

COVER 5 filename5.htm cover
 

Raven Industries, Inc.
205 E. 6th Street, P.O. Box 5107
Sioux Falls, South Dakota 57117-5107
(605) 336-2750
October 6, 2005
Via Edgar Transmission
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Mr. Tom Dyer
       
Re:
  Raven Industries, Inc. (the “Company”)
 
  Form 10-K for the year ended January 31, 2005
 
  File No. 0-3136
Dear Mr. Dyer:
     Enclosed for filing herewith is the Company’s Amendment No. 1 (the “Amendment”) to its Annual Report on Form 10-K for the year ended January 31, 2005 (“Form 10-K”), which was originally filed with the Commission on March 31, 2005. The purpose of the Amendment was to address the comments that the undersigned and the Company’s counsel received from you in separate telephone conversations on September 23, 2005 and September 27, 2005, respectively, concerning the Company’s omission in Item 9A of the Form 10-K of disclosures required by Items 307 and 308(c) of Regulation S-K. Item 9A has been restated in the Amendment to include the disclosures required by Items 307 and 308(c) of Regulation S-K, which were inadvertently omitted in the original Form 10-K filing.
     In addition, pursuant to your request, the Company represents that in future filings it will expand its discussion of its critical accounting policy relating to obsolete inventory in the Company’s Electronic Systems Division, which was described on page 24 of the Company’s 2005 Annual Report to Shareholders that was filed as Exhibit 13 to the Form 10-K.
     Please feel free to contact me if you have any questions or need additional information.
         
  Sincerely,
 		  
  /s/ Thomas Iacarella    
  Thomas Iacarella   
  Vice President and Chief Financial Officer   
 
Enclosure

 

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