10-Q/A 1 juhl_10qa-063012.htm FORM 10-Q/A juhl_10qa-063012.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q/A

(Mark One)
x   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period ended:  June 30, 2012

OR

o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

Commission file number: 000-54080

JUHL WIND, INC.
(Name of small business issuer in its charter)
 
Delaware
 
20-4947667
(State or other jurisdiction of
 
(I.R.S. Employer
incorporation or organization)
 
Identification No.)
     
1502 17th Street SE
   
Pipestone, Minnesota 
 
56164
(Address of principal executive offices)
 
(Zip code)
 
Issuer's telephone number: (507) 777- 4310
 
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 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 x    No ¨

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  o
Non-accelerated filer  o
 
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 o No x
 
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:
 
Common Stock:  22,915,849  shares outstanding as of August 10, 2012.

 
 

 
 
 Explanatory Note
 
Juhl Wind, Inc. (the “Company”) is filing this Amendment No. 1 (this “Amendment No. 1”) to its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012, filed with the Securities and Exchange Commission on August 14, 2012 (the “Form 10-Q”), for the sole purpose of including Interactive Data Files (Exhibit 101) formatted in XBRL (Extensible Business Reporting Language) with detail tagging of the notes to the consolidated financial statements, as required by Rule 405 of Regulation S-T, within the 30 day grace period provided by Rule 405(a)(2)(ii) of Regulation S-T.
 
No changes have been made to the Form 10-Q other than the furnishing of Exhibit 101.INS, 101.SCH, 101.CAL, 101.DEF, 101.LAB and 101.PRE. This Amendment No. 1 continues to speak as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the Form 10-Q.
 
Item 6. EXHIBITS

Exhibits required by Item 601 of Regulation S-K
 
           
Incorporated by Reference Herein
Exhibit No.
 
Exhibit Description
 
Filed
Here-with
 
Exhibit
No.
 
Form/File No.
 
Filing Date
3.1
 
Certificate of Incorporation filed January 30, 2006
     
3.1
 
Form SB-2
File No. 333-141010
 
March 31, 2007
                     
3.2
 
Certificate of Amendment of Certificate of Incorporation filed September 26, 2006
     
3.2
 
Form SB-2
File No. 333-141010
 
March 31, 2007
                     
3.3
 
Certificate of Amendment of Certificate of Incorporation filed June 20, 2008 and effective June 24, 2008
     
3.1
 
Form 8-K
File No. 333-141010
 
June 24, 2008
                     
3.4
 
Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series A 8% Convertible Preferred Stock filed June 11, 2009
     
3.4
 
Form S-1/A
File No. 333-154617
 
June 12, 2009
                     
3.5
 
Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock filed September 28, 2009
     
3(i)
 
Form 8-K
File No. 333-141010
 
September 28, 2009
                     
3.6
 
Amended and Restated Bylaws
     
3
 
Form 8-K
File No. 000-54080
 
August 22, 2011
                     
4
 
Specimen common stock certificate
     
4
 
Form 10-K
File No. 000-54080
 
March 30, 2012
                     
10.1
 
2008 Incentive Compensation Plan
     
10.1
 
Form 8-K
File No. 333-141010
 
June 25, 2008
                     
10.2
 
Form of Option Agreement under 2008 Incentive Compensation Plan
     
10.2
 
Form 10-K
File No. 000-54080
 
March 30, 2012
                     
10.3
 
Form of warrant agreement with consultant dated December 19, 2008
     
10.5
 
Form 10-K
File No. 000-54080
 
March 30, 2012
                     
10.4
 
Form of second warrant agreement with consultant dated December 19, 2008
     
10.6
 
Form 10-K
File No. 000-54080
 
March 30, 2012
                     
10.5
 
Form of Administrative Services Agreement between Juhl Wind, Inc. and wind farm customers
     
10.2
 
Form S-1/A
File No. 333-154617
 
January 21, 2009
 
 
 

 
 
           
Incorporated by Reference Herein
Exhibit No.
 
Exhibit Description
 
Filed
Here-with
 
Exhibit
No.
 
Form/File No.
 
Filing Date
10.6
 
Form of option agreement dated June 29, 2009 between Juhl Wind, Inc. and Wesley K. Clark
     
10.1
 
Form 10-Q
File No. 333-141010
 
November 14, 2011
                     
10.7
 
Form of warrant agreement with consultants dated December 31, 2009
     
10.16
 
Form 10-K
File No. 000-54080
 
March 30, 2012
                     
10.8
 
Form of Share Repurchase 10b5-1 Plan, dated as of October 12, 2010, between Juhl Wind, Inc. and Capstone Capital Management and Form of Amendment to Stock Repurchase 10b5-1 Plan
     
10.10
 
Form 10-K
File No. 000-54080
 
March 31, 2011
                     
10.9
 
Sale Agreement dated as of April 28, 2011 between Heller Financial, Inc. and Juhl Wind, Inc.
     
10.1
 
Form 8-K
File No. 000-54080
 
May 4, 2011
                     
10.10
 
Transfer Agreement dated as of April 28, 2011 between Heller Financial, Inc. and Juhl Wind, Inc.
     
10.2
 
Form 8-K
File No. 000-54080
 
May 4, 2011
                     
10.11
 
Sale Agreement dated as April 28, 2011 between Mission Funding Zeta and Juhl Wind, Inc.
     
10.3
 
Form 8-K
File No. 000-54080
 
May 4, 2011
                     
10.12
 
Transfer Agreement dated as of April 28, 2011 between Mission Funding Zeta and Juhl Wind, Inc.
     
10.4
 
Form 8-K
File No. 000-54080
 
May 4, 2011
                     
10.13
 
Transfer and Assignment Agreement dated as of May 6, 2011 between Juhl Wind Asset Investment, Inc. and Juhl Wind, Inc.
     
10.22
 
Form 10-K
File No. 000-54080
 
March 30, 2012
                     
10.14
 
Unit Purchase Agreement, dated as of October 13, 2011 between individual sellers and Juhl Energy Development, Inc.
     
2.1
 
Form 8-K
File No. 000-54080
 
February 24, 2012
                     
10.15
 
Form of Guaranty Agreement dated as of November 30, 2011 between Geo Investors Renewable Infrastructure Fund, L.P. and Juhl Wind, Inc.
     
10.1
 
Form 8-K
File No. 000-54080
 
January 4, 2012
                     
10.16
 
Form of Juhl Wind Valley View, LLC letter agreement for Pearl Nicholas Trust, dated November 29, 2011
     
10.2
 
Form 8-K
File No. 000-54080
 
January 4, 2012
                     
10.17
 
Form of Juhl Wind Asset Investment, Inc. letter agreement with Pearl Nicholas Trust, dated as November 29, 2011
     
10.3
 
Form 8-K
File No. 000-54080
 
January 4, 2012
                     
10.18
 
Form of Subscription Agreement dated as of November 29, 2011 between Juhl Valley View, LLC and Juhl Wind Asset Investment, Inc.
     
10.4
 
Form 8-K
File No. 000-54080
 
January 4, 2012
                     
10.19
 
Transfer Agreement, dated as of December 31, 2011 between Juhl Energy Development, Inc. and Juhl Renewable Assets, Inc.
     
2.2
 
Form 8-K
File No. 000-54080
 
February 24, 2012
 
 
 

 
 
10.20
 
Form of employment Agreement dated January 1, 2012, between Juhl Wind, Inc. and Dan Juhl
     
10.18
 
Form 10-K
File No. 000-54080
 
March 30, 2012
                     
10.21
 
Form of employment agreement dated January 1, 2012 between Juhl Wind, Inc. and John Mitola
     
10.19
 
Form 10-K
File No. 000-54080
 
March 30, 2012
                     
10.22
 
Form of employment agreement dated January 1, 2012 between Juhl Wind, Inc. and John Brand
     
10.20
 
Form 10-K
File No. 000-54080
 
March 30, 2012
                     
10.23
 
Unit Purchase Agreement, dated as of April 30, 2012 between Juhl Wind, Inc. and George Shibayama, Matt Brown and Bryan Eskra (excluding exhibits)
     
10.1
 
Form 8-K
File No. 00054080
 
May 3, 2012
                     
10.24
 
Form of Purchase Agreement, dated as of June 15, 2012 by and between the Company and Lincoln Park Capital Fund, LLC
     
10.1
 
Form 8-K
File No. 00054080
 
June 20, 2012
                     
10.25
 
Form of Registration Rights Agreement, dated as of June 15, 2012, by and between the Company and Lincoln Park Capital Fund, LLC
     
10.2
 
Form 8-K
File No. 00054080
 
June 20, 2012
                     
31.1
 
Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
31.1
 
Form 10-Q
File No. 00054080
 
August 14, 2012
                     
31.2
 
Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002
     
31.2
 
Form 10-Q
File No. 00054080
 
August 14, 2012
                     
32.1
 
Certification of the Principal Executive Officer pursuant to U.S.C. Section 1350 as Adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
     
32.1
 
Form 10-Q
File No. 00054080
 
August 14, 2012
                     
32.2
 
Certification of the Principal Financial Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
     
32.2
 
Form 10-Q
File No. 00054080
 
August 14, 2012
                     
101.INS
 
XBRL Instance Document*
 
X
           
                     
101.SCH
 
XBRL Taxonomy Extension Schema Document*
 
X
           
                     
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document*
 
X
           
                     
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document*
 
X
           
                     
101.LAB
 
XBRL Taxonomy Extension Labels Linkbase Document*
  X            
                     
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document*
 
X
           

*In accordance with Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, and shall not be part of any registration statement or other document filed under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.
 
 
 

 

SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 
JUHL WIND, INC.
 
(Registrant)
   
Date: September 5, 2012
/s/ John Mitola
 
John Mitola
 
President