10-K/A 1 amend10k03no1.txt FORM 10-K/A AMENDMENT NO 1 (12-31-2003) -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the fiscal year ended December 31, 2003 Commission File Number: 001-13891 HECTOR COMMUNICATIONS CORPORATION Minnesota 41-1666660 --------------------------------- ------------------- (State or other jurisdiction (Federal Employer of incorporation or organization) Identification No.) 211 South Main Street P.O. Box 428 Hector, MN 55342 (Address of principal executive offices and zip code) Registrant's telephone number, including area code: (320) 848-6611 Securities registered pursuant to Section 12(b) of the Act: Title of each class Common Stock, $.01 par value Securities registered pursuant to Section 12(g) of the Act: None 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 and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by a 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. [ ] Indicate by a check mark whether the registrant is an accelerated filer (as defined by Rule 12b-2 of the Act). Yes [ ] No [X] The aggregate market value of the voting stock held by non-affiliates of the Registrant was approximately $54,586,000 based upon the closing sale price of the Company's common stock on the American Stock Exchange on March 22, 2004. As of March 22, 2004 there were outstanding 3,608,813 shares of the Registrant's common stock. Documents Incorporated by Reference: Portions of the Company's definitive proxy statement for its Annual Meeting of Shareholders to be held on May 20, 2004 are incorporated by reference into Part III of this Form 10-K. -------------------------------------------------------------------------------- EXPLANATORY NOTE Hector Communications Corporation is filing this Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2003 to clarify its discussion of controls and procedures under Item 9A. Other than information set forth in this amended report, the previously filed Form 10-K has not been updated in this amended filing and the term "filing date" refers to the original filing date of the Form 10-K. Item 9A. CONTROLS AND PROCEDURES Under the supervision and with the participation of our management, including our Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act")). Based on that evaluation, our CEO and CFO have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are adequately designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the applicable rules and forms and is accumulated and communicated to our management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. During the period covered by this Annual Report on Form 10-K, there was no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereto duly authorized. Hector Communications Corporation By /s/Curtis A. Sampson ------------------------ Curtis A. Sampson Date: September 9, 2004 Chief Executive Officer By /s/Charles A. Braun ------------------------- Charles A. Braun Date: September 9, 2004 Chief Financial Officer