-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SvNSlk3Wr5CCdnmswWYnzSEoSDa72ajoaf+reyOOAEHmzwny0JkF1evjIY0lO9WW IE/4VR5CLHehl/YCzcsFZg== 0001144204-05-027256.txt : 20050826 0001144204-05-027256.hdr.sgml : 20050826 20050826171819 ACCESSION NUMBER: 0001144204-05-027256 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20050430 FILED AS OF DATE: 20050826 DATE AS OF CHANGE: 20050826 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VALUE LINE INC CENTRAL INDEX KEY: 0000717720 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 133139843 STATE OF INCORPORATION: NY FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-11306 FILM NUMBER: 051052803 BUSINESS ADDRESS: STREET 1: 220 E 42ND ST CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2129071500 10-K/A 1 v024388_10ka.htm Unassociated Document

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


AMENDMENT NO. 1
TO
FORM 10-K


Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

For the fiscal year ended April 30, 2005 
Commission File Number 0-11306
    
 
VALUE LINE, INC.
(Exact name of registrant as specified in its charter)

New York
13-3139843
(State or other jurisdiction of
(IRS Employer Identification
incorporation or organization)
Number)

220 East 42nd Street, New York, NY
10017-5891
(Address of principal executive offices)
(Zip Code)

Registrant's telephone number, including area code: (212) 907-1500

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $.10 par value

 
DOCUMENTS INCORPORATED BY REFERENCE.

The following documents are incorporated by reference with this filing: Part III: None
 


PART III


Item 11. EXECUTIVE COMPENSATION.

SUMMARY COMPENSATION TABLE

The following table sets forth information concerning the compensation for services in all capacities to the Company for the fiscal years ended April 30, 2005, 2004 and 2003 of the Chief Executive Officer of the Company and each of the other executive officers of the Company who were serving at April 30, 2005.


               
Long-Term
         
               
Compensation 
         
               
Awards
         
               
Restricted
         
       
Annual Compensation 
 
Stock 
 
Options
 
All Other
 
Name and
 
Fiscal
         
Award(s) 
 
Granted
 
Compensation(b)
 
Principal Position 
 
Year
 
 Salary($)
 
Bonus(a)($)
 
 ($)
 
 (#)
 
 ($)
 
                           
Jean B. Buttner
 
2005
 
917,286
 
- 0-
 
 
 
18,086
 
Chairman of the Board
 
2004
 
917,286
 
- 0-
 
 
 
16,814
 
and Chief Executive Officer
 
2003
 
898,419
 
- 0-
 
 
 
16,017
 
                           
Samuel Eisenstadt
 
2005
 
138,900
 
125,000
 
 
 
14,571
 
Senior Vice President
 
2004
 
138,900
 
125,000
 
 
 
13,890
 
and Research Chairman
 
2003
 
138,900
 
122,917
 
 
 
13,547
 
                           
David T. Henigson
 
2005
 
111,175
 
207,500
 
 
 
11,662
 
Vice President
 
2004
 
100,000
 
415,000
 
 
 
10,000
 
 
 
2003
 
100,000
 
415,000
 
 
 
9,800
 
                           
Howard A. Brecher
 
2005
 
50,000
 
400,000
 
 
 
5,245
 
Vice President
 
2004
 
50,000
 
400,000
 
 
 
5,000
 
 
 
2003
 
50,000
 
375,000
 
 
 
4,900
 
                           
Stephen R. Anastasio
 
2005
 
100,000
 
58,800
 
 
 
10,247
 
Chief Financial Officer;
 
2004
 
100,000
 
120,000
 
 
 
10,000
 
Corporate Controller
 
2003
 
100,000
 
120,000
 
 
 
9,800
 
 
(a)  
A portion of the bonuses are contingent upon future employment.
 
(b)  
Employees of the Company are members of the Value Line Profit Sharing and Savings Plan (the "Plan"). The Plan provides for a defined annual contribution which is determined by a formula based upon the salaries of eligible employees and the amount of consolidated net operating income as defined in the Plan. The Company's contribution expense was $1,082,000 for the year ended April 30, 2005. Each employee's interest in the Plan is invested in such proportions as the employee may elect in shares of one or more of the mutual funds which are available for investment by plan participants, for which the Company acts as investment adviser. Distributions under the Plan vest in accordance with a schedule based upon the employee's length of service and are payable upon the employee's retirement, death, total and permanent disability or termination of employment.
 
 
2

 
Compensation of Directors

A director who is also an employee of the Company receives no compensation for his service on the Board in addition to that compensation which he receives as an employee. For fiscal 2005, a director who was not an employee of the Company was paid a director's fee of $3,000 per year plus $1,750 for each Board meeting attended and $2,500 for each Audit Committee meeting attended.
 
Compensation Committee Interlocks and Insider Participation

The members of the Compensation Committee of the Board of Directors during the fiscal year ended April 30, 2005 were Edward J. Shanahan, Howard A. Brecher and David T. Henigson. During such fiscal year, each of Howard A. Brecher and David T. Henigson served as an officer and director of the Company and each of its subsidiaries. Howard A. Brecher and David T. Henigson also served as an officer and director of Arnold Bernhard & Co., Inc. Edward J. Shanahan served as a director of the Company. Certain relationships between the Company and Arnold Bernhard & Co., Inc. are described in Item 13 "Certain Relationships and Related Transactions" within the Form 10-K filed July 29, 2005.
 
3

 
SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to Form 10-K for the fiscal year ended April 30, 2005, to be signed on its behalf by the undersigned, thereunto duly authorized.

     
 
VALUE LINE, INC.
(Registrant)
 
 
 
 
 
 
  By:   /s/ Jean Bernhard Buttner
 
Jean Bernhard Buttner
  Chairman & Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Amendment No. 1 to Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
 
     
 
 
 
 
 
 
  By:   /s/ Jean Bernhard Buttner
 
Jean Bernhard Buttner
  Chairman & Chief Executive Officer
 
     
 
 
 
 
 
 
  By:   /s/ Stephen R. Anastasio
 
Stephen R. Anastasio
  Chief Financial Officer
   
   
Dated: August 26, 2005   
 
 
4


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to Form 10-K for the fiscal year ended April 30, 2005, to be signed on its behalf by the undersigned as Directors of the Registrant.

       
/s/ Jean Bernhard Buttner     /s/ Howard A. Brecher

Jean Bernhard Buttner
   
Howard A. Brecher
       
       
/s/ Harold Bernard, Jr.     /s/ Samuel Eisenstadt

Harold Bernard, Jr.
   
Samuel Eisenstadt
       
 
       
/s/ Edward J. Shanahan     /s/ David T. Henigson

Edward J. Shanahan
   
David T. Henigson
       
 
       
/s/ Dr. Herbert Pardes     /s/ Edgar A. Buttner

Dr. Herbert Pardes
   
Edgar A. Buttner
       
       
/s/ Marianne Asher      

Marianne Asher
     
       
       
       
Dated: August 26, 2005       
 
5

 
EX-31.1 2 v024388_ex31-1.htm
Exhibit 31.1
 
RULE 13a-14(a)/15d-14(a) CERTIFICATION
 
I, Jean Bernhard Buttner, certify that:

1. I have reviewed this Amendment No. 1 to Form 10-K of Value Line, Inc;

 
2.
Based on my knowledge, this 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;

 
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 
4.
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

 
a)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 
b)
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 
c)
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 
5.
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
 
 
a)
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
 
6

 
 
 
b)
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
     
   
 
 
 
 
 
 
Date: August 26, 2005 By:   /s/ Jean Bernhard Buttner
 
Jean Bernhard Buttner
  Chairman & Chief Executive Officer
 

 
7

 
EX-31.2 3 v024388_ex31-2.htm
Exhibit 31.2
 
RULE 13a-14(a)/15d-14(a) CERTIFICATION


I, Stephen R. Anastasio, certify that:

1. I have reviewed this Amendment No. 1 to Form 10-K of Value Line, Inc;

 
2.
Based on my knowledge, this 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;

 
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 
4.
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

 
a)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 
b)
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 
c)
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 
5.
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

 
a)
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
 
8

 
 
 
b)
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

     
   
 
 
 
 
 
 
Date: August 26, 2005 By:   /s/ Stephen R. Anastasio
 
Stephen R. Anastasio
  Chief Financial Officer
 
 
9

 
EX-32.1 4 v024388_ex32-1.htm Unassociated Document
Exhibit 32.1
 
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
In connection with the Amendment No. 1 to Form 10-K of Value Line, Inc. (the “Company”), for the period ended April 30, 2005 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jean Bernhard Buttner, Chairman & Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1)  
the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2)  
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
     
Date: August 26, 2005 By:   /s/ Jean Bernhard Buttner
 
Jean Bernhard Buttner
  Chairman & Chief Executive Officer 

 
10

 
EX-32.2 5 v024388_ex32-2.htm Unassociated Document
Exhibit 32.2
 
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
In connection with the Amendment No. 1 to Form 10-K of Value Line, Inc. (the “Company”), for the period ended April 30, 2005 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Stephen R. Anastasio, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 
1)
the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

 
2)
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

     
Date: August 26, 2005 By:   /s/ Stephen R. Anastasio
 
Stephen R. Anastasio
  Chief Financial Officer
 
 
11

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