SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
(Amending Part I – Item 4)
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2004
Commission File No. 1-13453
TODHUNTER INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE |
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59-1284057 |
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(State or other
jurisdiction of |
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IRS Employer Identification No. |
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222 Lakeview Avenue, Suite 1500, West Palm Beach, FL |
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33401 |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (561) 655-8977
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 ý No o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Yes o No ý
The number of shares outstanding of registrant’s Common Stock, $.01 par value per share, as of February 10, 2005 was 6,338,519.
This Amendment No. 1 on Form 10-Q is being filed to remove qualifying language from Item 4. (Controls and Procedures) of the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2004, filed on February 11, 2005. This amendment does not alter any other disclosure set forth in the Original 10-Q.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to ensure that information required to be disclosed in the Company’s reports under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that the information is accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired objectives, and management was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the design and operation of the Company’s disclosure controls and procedures provided reasonable assurance that the disclosure controls and procedures are effective to accomplish their objectives.
Changes in Internal Control Over Financial Reporting
In addition, management, including the Company’s Chief Executive Officer and Chief Financial Officer, reviewed the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act), and there have been no changes in the Company’s internal controls during the fourth quarter of Fiscal 2004 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
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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 thereunto duly authorized.
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Date: March 15, 2005 |
/s/ Jay S. Maltby |
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Jay S. Maltby |
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Chairman, Chief Executive Officer and President |
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Date: March 15, 2005 |
/s/ Ezra Shashoua |
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Ezra Shashoua |
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Executive Vice President and Chief Financial Office |
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