10-K/A 1 form10ka.htm NATURE VISION 10-K/A #2 12-31-2008 form10ka.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K/A
(Amendment No. 2)
 (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 31, 2008.

o
TRANSITION REPORT PURSUANT TO SECTION 13 OR l5(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from        to       .

Commission file number  0-7475

NATURE VISION, INC.
(Exact name of registrant as specified in its charter)

MINNESOTA
41-0831186
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
   
1480 Northern Pacific Road, Brainerd, MN
56401
(Address of principal executive offices)
(Zip Code)

Registrant's telephone number (218)825 - 0733

Securities registered under Section 12(b) of the Exchange Act:

Title of each class
Name of each exchange on which registered
Common Stock, par value $0.16 per share
The NASDAQ Stock Market LLC

Securities registered under Section l2(g) of the Exchange 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 x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or l5(d) of the Act. Yes o 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 o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T 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 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, an accelerated filer, a non-accelerated, 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 l2b-2 of the Exchange Act). Yeso No x

The aggregate market value of the voting common equity held by non-affiliates of registrant as of June 30, 2008 (the last business day of the registrant’s most recently completed second fiscal quarter) was $2,020,282, based on the last sale price of the common stock as reported on the NASDAQ Capital Market on such date. For purposes of these computations, the affiliates of the registrant are deemed only to be the registrant’s directors and officers.
 


 
 

 
 
The number of shares outstanding of the registrant’s common stock, par value $0.16 per share, as of March 16, 2009 was 2,312,583.
 
DOCUMENTS INCORPORATED BY REFERENCE

None.

 Explanatory Note:
The purpose of this Form 10-K/A is to amend Exhibit 31.1 and 31.2 related to our Annual Report on Form 10-K for the fiscal year ended December 31, 2008 which was filed with the Securities and Exchange Commission on March 31, 2009 (the “2008 Form 10-K”).  The reason for this 10-K/A is to update certain language in the exhibits based on a comment letter we received from the Securities Exchange Commission on June 10, 2009.  Further, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by our principal executive officer and principal financial officer are being filed as exhibits to this Form 10-K/A under Item 15 of Part IV hereof.

For purposes of this Form 10-K/A, and in accordance with Rule 12b-15 under the Exchange Act, Exhibits 31.1 and 31.2 have been amended and restated in their entireties.  No attempt has been made in this Form 10-K/A to modify or update other disclosures as presented in the 2008 Form 10-K.

PART IV

Item 15.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Exhibit Index
 
Certification of Chief Executive Officer.
Certification of Chief Financial Officer.

 
 

 
 
SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
Nature Vision, Inc.
Date:  June 29, 2009
By:   /s/   Jeffrey P. Zernov
 
Jeffrey P. Zernov, President
 
and Chief Executive Officer

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Jeffrey P. Zernov
   
   
June 29, 2009
Jeffrey P. Zernov
   
(President, Chief Executive Officer and a Director)
   
     
/s/ Robert P. King
   
   
June 29, 2009
Robert P. King
   
(Chief Financial Officer, Chief Accounting Officer and Secretary)
   
     
/s/ Richard P. Kiphart
   
   
June 29, 2009
Richard P. Kiphart
   
(Director)
   
     
/s/ Scott S. Meyers
   
   
June 29, 2009
Scott S. Meyers
   
(Director)
   
     
/s/ Curtis A. Sampson
   
   
June 29, 2009
Curtis A. Sampson
   
(Director)