10-K/A 1 p72806e10vkza.htm 10-K/A e10vkza
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
Form 10-K/A
(Mark One)
     
þ   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal year ended December 31, 2005
or
     
o   FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transaction period from                      to                     
Commission File No. 001-31404
Matrixx Initiatives, Inc.
(Exact Name of Registrant as Specified in Its Charter)
     
Delaware   87-0482806
(State or Other Jurisdiction   (I.R.S. Employer
of Incorporation or Organization)   Identification No.)
4742 N. 24th Street
Suite 455
Phoenix, AZ 85016
602-385-8888
(Address of principal executive offices,
Registrant’s Telephone Number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
     
Title of Each Class   Name of Each Exchange on Which Registered
     
     
Common Stock, $.001 par value   NASDAQ
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 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 Act. Yes o No þ
     Indicate by check mark whether the Registrant (1) 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K, is not to be 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. o
     Indicate by check mark whether the registrant is a large accelerated filer, or a non-accelerated filer. )See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act).
             
 
  Large accelerated filer   Yes o   No þ
 
  Accelerated filer   Yes þ   No o
 
  Non-accelerated filer   Yes o   No þ
     The aggregate market value of the voting stock held by non-affiliates of the registrant was approximately $98.5 million based on the closing price of $11.00 per share of common stock as reported on the Nasdaq National Market on June 30, 2005. For purposes of this determination, shares of common stock held by each officer and director and by each person who owns 5% or more of the outstanding common stock have been excluded in that such persons may be deemed to be affiliates of the registrant. This determination of affiliate status is not necessarily a conclusive determination for other purposes.
     As of March 9, 2006, 9,814,629 shares of the Registrant’s Common Stock were outstanding.
 
 

 

TABLE OF CONTENTS

PART IV
Item 15. Exhibits and Financial Statement Schedules
SIGNATURES
EXHIBIT INDEX
EX-23.1
EX-31.1
EX-31.2

Table of Contents

Explanatory Note
Matrixx Initiatives, Inc. (the “Company”) is filing this Amendment No. 1 (“Amendment No. 1”) on Form 10-K/A to its Annual Report on Form 10-K for the fiscal year ended December 31, 2005 (the “2005 Form 10-K”) solely for the purpose of correcting the Consent of Independent Registered Public Accounting Firm filed as Exhibit 23.1 to the 2005 Form 10-K. That consent inadvertently omitted one of the Company’s Registration Statements, No. 333-128274 on Form S-8 and inadvertently included Registration Statement Nos. 333-91679 and 333-30194 on Form S-3.
The Company has attached to this Amendment No. 1 a corrected Consent of Independent Registered Public Accounting Firm, as well as certifications executed as of the date of this Form 10-K/A by the Chief Executive Officer and Chief Financial Officer as required by Sections 302 of the Sarbanes-Oxley Act of 2002, which are attached as exhibits 23.1, 31.1 and 31.2 to Part IV of this Form 10-K/A.
Except as described above, no other changes have been made to the Form 10-K and this Amendment No. 1 does not amend, update or change any other information contained in the Form 10-K. Information not affected by the changes described above is unchanged and reflects the disclosures made at the time of the original filing of the Form 10-K on March 13, 2006. Accordingly, this Amendment No.1 should be read in conjunction with the Company’s filings made with the Securities Exchange Commission subsequent to the filing of the Form 10-K, including any amendments to those filings.
PART IV
Item 15. Exhibits and Financial Statement Schedules.
(a)
*   *   *
(b) The following Exhibits are hereby filed as part of this Annual Report on Form 10-K/A (Amendment No. 1):
     
EXHIBIT NO.   DESCRIPTION
 
 
    
23.1
  Consent of Mayer Hoffman McCann P.C., independent registered public accounting firm
 
    
31.1
  Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
    
31.2
  Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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 Phoenix, Arizona, on August 23, 2006.
             
    MATRIXX INITIATIVES, INC.    
 
            
 
  By:   /s/ Carl J. Johnson    
 
           
    Carl J. Johnson    
    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.
         
           Signature   Title   Date
 
        
/s/ Edward E. Faber
  Chairman of the Board of Directors   August 23, 2006
Edward E. Faber
        

 

Table of Contents

         
           Signature   Title              Date
/s/ Carl Johnson
  President, Chief Executive Officer and Director   August 23, 2006
Carl J. Johnson
        
 
        
/s/ William C. Egan
  Director   August 23, 2006
William C. Egan
        
 
        
/s/ Edward J. Walsh
  Director   August 23, 2006
Edward J. Walsh
        
 
        
/s/ L. White Matthews, III
  Director   August 23, 2006
L. White Matthews, III
        
 
        
/s/ Michael A. Zeher
  Director   August 23, 2006
Michael A. Zeher
        
 
        
/s/ Samuel C. Cowley
  Director   August 23, 2006
Samuel C. Cowley
        
 
        
/s/ John M. Clayton
  Director   August 23, 2006
John M. Clayton
        
 
        
/s/ Lori Bush
  Director   August 23, 2006
Lori Bush
        
 
        
/s/ William J. Hemelt
William J. Hemelt
  Executive Vice President, Chief Financial Officer (Principal Financial Officer & Principal Accounting Officer), and Treasurer   August 23, 2006
EXHIBIT INDEX
     
EXHIBIT NO.   DESCRIPTION
 
 
    
23.1
  Consent of Mayer Hoffman McCann P.C., independent registered public accounting firm
 
    
31.1
  Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
    
31.2
  Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002