0000906318-14-000039.txt : 20140421 0000906318-14-000039.hdr.sgml : 20140421 20140421161456 ACCESSION NUMBER: 0000906318-14-000039 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20131229 FILED AS OF DATE: 20140421 DATE AS OF CHANGE: 20140421 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STANDARD REGISTER CO CENTRAL INDEX KEY: 0000093456 STANDARD INDUSTRIAL CLASSIFICATION: MANIFOLD BUSINESS FORMS [2761] IRS NUMBER: 310455440 STATE OF INCORPORATION: OH FISCAL YEAR END: 0103 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-11699 FILM NUMBER: 14774024 BUSINESS ADDRESS: STREET 1: 600 ALBANY ST CITY: DAYTON STATE: OH ZIP: 45401 BUSINESS PHONE: 5134341000 MAIL ADDRESS: STREET 1: 600 ALBANY STREET STREET 2: P O BOX 1167 CITY: DAYTON STATE: OH ZIP: 45401-1167 10-K/A 1 sr10ka122913.htm FORM 10-K/A Converted by EDGARwiz



UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549


FORM 10-K/A

(Amendment No. 1)

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the fiscal year ended December 29, 2013

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 0-01097

THE STANDARD REGISTER COMPANY

(Exact name of Registrant as specified in its charter)

OHIO

31-0455440

(State or other jurisdiction of

     (I.R.S. Employer

incorporation or organization)

     Identification No.)

 

 

600 ALBANY STREET, DAYTON OHIO

45417

          (Address of principal executive offices)

(Zip code)

 

(937) 221-1000

(Registrant’s telephone number, including area code)


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

 

 

Common stock $1.00 par value

New York Stock Exchange

Title of each class

Name of each exchange

 

on which registered

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 whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

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, or a non-accelerated filer, or a smaller reporting company.   See definition of “accelerated filer,” “large accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [  ]

  

Accelerated filer [  ]

Non-accelerated filer [  ] (Do not check if a smaller reporting company)

Smaller reporting company [X]





Indicate by checkmark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes [  ]  No [X]

The aggregate market value of all stock held by non-affiliates of the Registrant at June 30, 2013 was approximately $7,577,761 based on a closing sales price of $2.88 per share on June 28, 2013.

At February 2, 2014, the number of shares outstanding of the issuer’s classes of common stock is as follows:

Common stock, $1.00 par value

8,229,445 shares

Class A stock, $1.00 par value

944,996 shares


Part III incorporates information by reference from the Proxy Statement for Registrant’s Annual Meeting of Shareholders to be held on April 24, 2014.


EXPLANATORY NOTE


This Amendment No. 1 on Form 10-K/A (this “Amendment”) amends our Annual Report on Form 10-K for the fiscal year ended December 29, 2013 filed on March 3, 2014 (the “Original Filing”).  We are filing this Amendment to correct the number of outstanding shares of common stock set forth on the cover of the Original Filing.  The reference on the cover of the Original Filing to 10,250,492 common shares is hereby deleted.  The number of outstanding shares of the registrant’s Common Stock, $1.00 par value, as of February 2, 2014 was 8,229,445.  In addition, in connection with the filing of this Amendment and pursuant to the rules of the Securities and Exchange Commission, we are including with this Amendment certain currently dated certifications.  


Except as described above, no other changes have been made to the Original Filing.  The Original Filing continues to speak as of the date of the Original Filing, and we have not updated the disclosures contained therein to reflect any events which occurred at a date subsequent to the filing of the Original Filing.  




2



SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, The Standard Register Company has duly caused this Form 10-K/A Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, on April 21, 2014.

 

 

THE STANDARD REGISTER COMPANY

 

 

  

By:   /s/Joseph P. Morgan, Jr.                                       

Joseph P. Morgan, Jr.

President, Chief Executive Officer and Director

 

 

 

 

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 Standard Register Company and in the capacities indicated on April 21, 2014:

 


Signature

Title

Date

/s/F. D. Clarke, III                              

F. D. Clarke, III

Chairman of the Board and Director

April 21, 2014

/s/J. P. Morgan, Jr.                             

J. P. Morgan, Jr.

President and Chief Executive Officer

April 21, 2014

/s/R. M. Ginnan                                 

R. M. Ginnan

Executive Vice President and Chief Executive Officer

April 21, 2014

/s/R. W. Begley, Jr.                           

R. W. Begley, Jr.

Director

April 21, 2014

/s/A. J. DiNello                                 

A. J. DiNello

Director

April 21, 2014

/s/J. D. Klapstein                               

J. D. Klapstein

Director

April 21, 2014

/s/R. E. McCarthey                            

R. E. McCarthey

Director

April 21, 2014

/s/R. A. Peiser                                    

R. A. Peiser

Director

April 21, 2014

/s/J. J. Schiff, Jr.                                

J. J. Schiff, Jr.

Director

April 21, 2014

/s/ J. Q. Sherman, II                          

J. Q. Sherman, II

Director

April 21, 2014






3


EX-31 2 ex311.htm EXHIBIT 31.1 Converted by EDGARwiz



Exhibit 31.1

CERTIFICATION

PURSUANT TO 17 CFR 240.13a-14

PROMULGATED UNDER

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


I, Joseph P. Morgan, Jr., certify that:


1. I have reviewed this annual report on Form 10-K/A of The Standard Register Company; and


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 report.



Date: April 21, 2014



/s/Joseph P. Morgan, Jr.                                

Joseph P. Morgan, Jr.

President and Chief Executive Officer






EX-31 3 ex312.htm EXHIBIT 31.2 Converted by EDGARwiz




Exhibit 31.2

CERTIFICATION

PURSUANT TO 17 CFR 240.13a-14

PROMULGATED UNDER

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


I, Robert M. Ginnan., certify that:


1. I have reviewed this annual report on Form 10-K/A of The Standard Register Company; and


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 report.



Date: April 21, 2014



/s/Robert M. Ginnan                                           

Robert M. Ginnan

Executive Vice President, Treasurer and Chief Financial Officer