UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
(MARK ONE)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended August 31, 2009
or
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number 1-13419
Lindsay Corporation
(Exact name of registrant as specified in its charter)
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Delaware
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47-0554096 |
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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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2222 North 111th Street, Omaha, Nebraska
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68164 |
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(Address of principal executive offices)
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(Zip Code) |
402-829-6800
Registrants telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Name of each exchange on which registered |
Common Stock, $1.00 par value
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New York Stock Exchange, Inc. (Symbol LNN) |
Indicate by check mark if the registrant is a well-known seasoned issuer, (as defined in Rule
405 of the Securities Act). Yes o No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or
Section 15(d) of the Exchange Act. Yes o No þ
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 þ No o
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 (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files).
Yes o No o
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 registrants 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 þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer o |
Accelerated filer þ |
Non-accelerated filer o (Do not check if a smaller reporting company) |
Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act). Yes o No þ
The aggregate market value of Common Stock of the registrant, all of which is voting, held by
non-affiliates based on the closing sales price on the New York Stock Exchange, Inc. on February
27, 2009 was $294,744,200.
As of November 6, 2009, 12,410,448 shares of the registrants Common Stock were outstanding.
TABLE OF CONTENTS
Explanatory Note
This Form 10-K/A is being filed solely to correct the equity compensation plan information provided
under Item 12 of the original Annual Report on Form 10-K for the fiscal year ended August 31, 2009,
which erroneously excluded outstanding restricted stock units and performance stock units from
column (a).
In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the
Exchange Act), new certifications by the Companys principal executive officer and principal
financial officer required by Rule 13a-14(a) of the Exchange Act are filed as exhibits to this Form
10-K/A under Item 15 of Part IV hereof.
This Form 10-K/A does not reflect events occurring after the original filing of the Annual Report
on Form 10-K on November 10, 2009, except to reflect the correction described above, or modify or
update those disclosure items presented in the original Form 10-K and not contained in this Form
10-K/A.
PART III
ITEM 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
The information required by this Item relating to security ownership of certain beneficial owners
and management is incorporated by reference to the Proxy Statement.
Equity Compensation Plan Information The following equity compensation plan information
summarizes plans and securities approved and not approved by security holders as of August 31,
2009:
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(a) |
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(b) |
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(c) |
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Number of securities |
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Weighted-average |
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Number of securities remaining |
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to be issued upon |
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exercise price of |
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available for future issuance |
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exercise of |
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outstanding |
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under equity compensation |
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outstanding options, |
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options, warrants, |
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plans (excluding securities |
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PLAN CATEGORY |
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warrants, and rights |
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and rights |
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reflected in column (a)) |
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Equity compensation plans
approved by security holders (1)
(2) |
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439,557 |
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$ |
23.21 |
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271,315 |
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Equity compensation plans not
approved by security holders (3) |
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65,000 |
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$ |
14.00 |
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Total |
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504,557 |
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$ |
21.60 |
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271,315 |
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(1) |
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Plans approved by stockholders include the Companys 2001 and 2006 Long-Term
Incentive Plans. While certain options and rights remain outstanding under the Companys 2001
Long-Term Incentive Plan, no future equity compensation awards may be granted under this plan. |
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(2) |
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Column (a) includes (i) 63,828 shares that could be issued under PSUs outstanding at
August 31, 2009, and (ii) 70,630 shares that could be issued under RSUs outstanding at August 31,
2009. The PSUs are earned and common stock issued if certain predetermined performance criteria
are met. Actual shares issued may be equal to, less than or greater than (but not more than 200%
of) the number of outstanding PSUs included in column (a), depending on actual performance. The
RSUs vest and are payable in common stock after expiration of the time periods set forth in the
related agreements. Column (b) does not take these PSU and RSU awards into account because they do
not have an exercise price. |
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(3) |
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Consists of options issued to Richard W. Parod pursuant to his employment agreement,
which was not approved by stockholders. |