10-K/A 1 d10ka.htm FORM 10-K AMENDMENT NO. 1 Form 10-K Amendment No. 1

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 10-K/A

(Amendment No. 1)

 

 

(MARK ONE)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2008

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 000-17297

 

 

BTU INTERNATIONAL, INC.

(Exact name of Registrant as specified in its charter)

 

 

 

DELAWARE   04-2781248

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification Number)

 

23 ESQUIRE ROAD, NORTH BILLERICA, MASSACHUSETTS   01862-2596
(Address of principal executive offices)   (Zip Code)

REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE: (978) 667-4111

 

 

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

 

Title of Each Class

 

Name of Each Exchange on which Registered

Common Stock, $.01 Par Value   Nasdaq Global Market

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

 

 

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 the 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 (as defined in Rule 12b-2 of the Exchange Act).

 

Large Accelerated Filer   ¨    Accelerated Filer   x
Non-Accelerated Filer   ¨    Smaller Reporting Company   ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

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

The aggregate market value of the shares of Common Stock, $.01 par value, of the Company held by non-affiliates of the Company was $91,577,388 on June 30, 2008.

Indicate number of shares outstanding of the Registrant’s Common Stock, par value $.01 per share, as of the latest practicable date: As of March 10, 2009: 9,601,381 shares.

 

 

DOCUMENTS INCORPORATED HEREIN BY REFERENCE

The following documents are incorporated herein by reference: Part III—Portions of the Proxy Statement for the 2009 Annual Meeting of Stockholders, which is to be filed with the Securities and Exchange Commission.

 

 

 


Explanatory Note

The registrant is filing this Form 10-K/A to correct an error in the signature page of its Annual Report on Form 10-K filed on March 16, 2009. The signature page omitted language making it clear that the officers signing the signature page were doing so both on behalf of the registrant and in the capacities noted next to their names. That was the intent at the time of the filing and this amendment is being filed for the sole purpose of clarifying that intent.


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.

 

  BTU INTERNATIONAL, INC.

Date: March 16, 2009

   
    By:   /S/    PAUL J. VAN DER WANSEM        
    Paul J. van der Wansem,
   

President, Chief Executive Officer (principal executive officer)

and Chairman of the Board of Directors

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.

 

Date: March 16, 2009

   
    By:   /S/    PAUL J. VAN DER WANSEM        
    Paul J. van der Wansem,
   

President, Chief Executive Officer (principal executive officer)

and Chairman of the Board of Directors

Date: March 16, 2009

   
    By:   /S/    THOMAS P. KEALY        
    Thomas P. Kealy,
   

Vice President, Corporate Controller and Chief Accounting Officer

(principal financial and accounting officer)

Date: March 16, 2009

   
    By:   /S/    JOSEPH F. WRINN        
    Joseph F. Wrinn,
    Director

Date: March 16, 2009

   
    By:   /S/    JOHN E. BEARD        
    John E. Beard,
    Director

Date: March 16, 2009

   
    By:   /S/    G. MEAD WYMAN        
    G. Mead Wyman,
    Director

Date: March 16, 2009

   
    By:   /S/    J. SAMUEL PARKHILL        
    J. Samuel Parkhill,
    Director


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 to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  BTU INTERNATIONAL, INC.

Date: October 27, 2009

   
    By:   /S/    PAUL J. VAN DER WANSEM        
    Paul J. van der Wansem,
   

President, Chief Executive Officer (principal executive officer)

and Chairman of the Board of Directors