10-K/A 1 magdec201210ka.htm MAGNETEK, INC 10-K/A MAG DEC2012 10KA


UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 30, 2012
OR
[   ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 Commission file number 1-10233
MAGNETEK, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE
 
95-3917584
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
 
N49 W13650 Campbell Drive
Menomonee Falls, Wisconsin
 
 
 
53051
(Address of Principal Executive Offices)
 
(Zip Code)
Registrant’s telephone number, including area code: (262) 783-3500
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
Preferred Stock Purchase Rights
The NASDAQ Global Select Market
The NASDAQ Global Select Market
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 (§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 [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, a non-accelerated filer, or a smaller reporting company.  See definition of “large accelerated filer,” “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):
 
Large accelerated filer [   ]
 
Accelerated filer [  ]
 
Non-accelerated filer  [  ]
 
Smaller reporting company [ X ]
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [   ]
No [X]
 
The aggregate market value of the voting stock held by non-affiliates of the registrant, based on the closing price of $15.44 per share as reported by the NASDAQ Stock Market, on July 1, 2012 (the last business day of the Company’s most recently completed second fiscal quarter), was $48,386,752.  Shares of common stock held by each executive officer and director have been excluded since such persons may be deemed affiliates.  This determination of affiliate status is not necessarily a conclusive determination for other purposes. 
The number of shares outstanding of the registrant’s Common Stock, as of February 20, 2013, was 3,209,542 shares.





DOCUMENTS INCORPORATED BY REFERENCE
 
Portions of the Magnetek, Inc. definitive 2013 Proxy Statement, to be filed with the Securities and Exchange Commission within 120 days after the close of the fiscal year ended December 30, 2012, are incorporated by reference into Part II and Part III of this Form 10-K.







EXPLANATORY NOTE

This Amendment No. 1 to the Magnetek, Inc. (the “Company” or the “Registrant”) Annual Report on Form 10-K for the fiscal year ended December 30, 2012, which was originally filed with the Securities and Exchange Commission on March 22, 2013 (the “Original Filing”), is being filed to correct Exhibits 31.1, 31.2, and 32.1. These exhibits were included in the Original Filing with the term “transition report,” which term has been replaced in the exhibits attached to this filing with the term “annual report.”

Except as described above, this Amendment No. 1 does not change any of the information contained in the Original Filing. Further, this Form 10-K/A does not reflect events after the Original Filing or modify or update the disclosures affected by subsequent events. Accordingly, this Form 10-K/A should be read in conjunction with the Original Filing and all filings made with the SEC subsequent to the date of the Original Filing.







PART IV




Item 15. Exhibits and Financial Statement Schedules
 
Exhibit No.
 
Note
Description of Exhibit
31.1
 
**
Certification Pursuant to 15 U.S.C. Section 7241.
31.2
 
**
Certification Pursuant to 15 U.S.C. Section 7241.
32.1
 
**
Certifications Pursuant to 18 U.S.C. Section 1350.

**    Filed with this Form 10-K/A.







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 in the Village of Menomonee Falls, State of Wisconsin, on the 26th day of March, 2013.

MAGNETEK, INC.

By:
/s/ Marty J. Schwenner
 
 
Marty J. Schwenner
Vice President and Chief Financial 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:
 
Signature
Title
Date
 
 
 
/s/  MITCHELL I. QUAIN
Chairman of the Board of Directors
March 26, 2013
Mitchell I. Quain
 
 
 
/s/  DAVID A. BLOSS, SR.
Director
March 26, 2013
David A. Bloss, Sr.
 
 
 
/s/  YON Y. JORDEN
Director
March 26, 2013
Yon Y. Jorden
 
 
 
/s/  ALAN B. LEVINE
Director
March 26, 2013
Alan B. Levine
 
 
 
/s/  DAVID P. REILAND
Director
March 26, 2013
David P. Reiland
 
 
 
/s/  PETER M. MCCORMICK
Director, President and Chief Executive Officer
March 26, 2013
Peter M. McCormick
 
 
 
/s/  MARTY J. SCHWENNER
Vice President and Chief Financial Officer
March 26, 2013
Marty J. Schwenner
 
(Principal Financial Officer)
 
/s/  MICHAEL J. STAUBER
Vice President and Corporate Controller
March 26, 2013
Michael J. Stauber
(Principal Accounting Officer)
 







EXHIBIT INDEX

Exhibit No.
 
Note
Description of Exhibit
31.1
 
**
Certification Pursuant to 15 U.S.C. Section 7241.
31.2
 
**
Certification Pursuant to 15 U.S.C. Section 7241.
32.1
 
**
Certifications Pursuant to 18 U.S.C. Section 1350.

**    Filed with this Form 10-K/A.