Houston Wire & Cable Company
Houston Wire & Cable CO (Form: 10-Q/A, Received: 08/17/2011 10:09:15)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
 
 
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2011

or

 
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                              to                              
 
Commission File Number: 000-52046

(Exact name of registrant as specified in its charter)

Delaware
 
36-4151663
(State or other jurisdiction of  incorporation or organization)
 
(I.R.S. Employer Identification No.)
     
10201 North Loop East
Houston, Texas
 
77029
(Address of principal executive offices)
 
(Zip Code)
(713) 609-2100
(Registrant’s telephone number, including area code)

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 ¨

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 definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act

Large Accelerated Filer    ¨
Accelerated Filer    x
Non-Accelerated Filer    ¨
Smaller Reporting Company     ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)    
YES ¨        NO x

At August 1, 2011 there were 17,766,973 outstanding shares of the registrant’s common stock, $0.001 par value per share.

 
 

 
EXPLANATORY NOTE


This Amendment No. 1 to the Quarterly Report on Form 10-Q/A (the “Amendment”) amends the Quarterly Report on Form 10-Q of Houston Wire & Cable Company (the “Company”) for the quarter ended June 30, 2011 (the “Original Filing”), that was originally filed with the U.S. Securities and Exchange Commission on August 9, 2011. The Amendment is being filed to submit (1) Exhibit 10.1 - First Amendment to the Houston Wire & Cable Company 2006 Stock Plan and (2) Exhibit 10.2 - Form of Restricted Stock Unit Award Agreement For Non-Employee Directors under Houston Wire & Cable Company’s 2006 Stock Plan (As Amended as of May 9, 2011), which were inadvertently omitted from the Original Filing. The Amendment revises the exhibit index included in Part II, Item 6 of the Original Filing and includes Exhibits 10.1 and 10.2 as exhibits to the Amendment.
 
Except as described above, the Amendment does not modify or update the disclosures presented in, or exhibits to, the Original Filing in any way. The Amendment continues to speak as of the date of the Original Filing. Furthermore, the Amendment does not reflect events occurring after the filing of the Original Filing. Accordingly, the Amendment should be read in conjunction with the Original Filing, as well as the Company’s other filings made with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act subsequent to the filing of the Original Filing.


Item 6.  Exhibits

(a) Exhibits required by Item 601 of Regulation S-K.

Exhibit Number
 
Document Description
     
31.1
 
Certification by Charles A. Sorrentino pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
31.2
 
Certification by Nicol G. Graham pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
32.1
 
Certification by Charles A. Sorrentino and Nicol G. Graham pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
10.1
 
First Amendment to the Houston Wire & Cable Company 2006 Stock Plan.
     
10.2
 
Form of Restricted Stock Unit Award Agreement For Non-Employee Directors under Houston Wire & Cable Company’s 2006 Stock Plan (As Amended as of May 9, 2011).
 

 
 
2

 

Signature

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.

Date:  August 17, 2011
HOUSTON WIRE & CABLE COMPANY
 
     
 
BY:
/s/ Nicol G. Graham
 
 
Nicol G. Graham, Chief Financial Officer
 
     



 
3

 



EXHIBIT INDEX

Exhibit Number
 
Document Description
     
31.1
 
Certification by Charles A. Sorrentino pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
31.2
 
Certification by Nicol G. Graham pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
32.1
 
Certification by Charles A. Sorrentino and Nicol G. Graham pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
10.1*
 
First Amendment to the Houston Wire & Cable Company 2006 Stock Plan.
     
10.2*
 
Form of Restricted Stock Unit Award Agreement For Non-Employee Directors under Houston Wire & Cable Company’s 2006 Stock Plan (As Amended as of May 9, 2011).


*Filed herewith.
 

 
4

 
FIRST AMENDMENT TO THE
HOUSTON WIRE & CABLE COMPANY
2006 STOCK PLAN
 
WHEREAS, Houston Wire & Cable Company, a Delaware corporation (the “Company”), maintains the Houston Wire & Cable Company 2006 Stock Plan (the “Plan”); and
 
WHEREAS, the Company has reserved the authority to amend the Plan and now deems it appropriate to do so.
 
NOW THEREFORE, the Plan is hereby amended, effective as of May 9, 2011, as follows:
 
 
1.
The definition of “Award” set forth in Section 2.1 of the Plan is amended to read as follows:
 
 
2.1
“Award” means any award or benefit granted under the Plan, which shall be a Stock Option, a Stock Award or a Stock Unit.
 
 
2.
The definition of “Award Agreement” set forth in Section 2.2 of the Plan is amended to read as follows:
 
 
2.2
“Award Agreement” means, as applicable, a Stock Option Agreement, a Stock Award Agreement or a Stock Unit Agreement evidencing an Award granted under the Plan.
 
 
3.
The definition of “Subsidiary” set forth in Section 2.18 is renumbered to be Section 2.19, and a new definition is inserted as Section 2.18, as follows:
 
 
2.18
“Stock Unit” means a right to receive shares of Common Stock or cash under Section 7 of the Plan.”
 
 
4.
Section 4.2(c) is amended to read as follows:
 
(c)           The maximum number of shares of Common Stock that may be used for Stock Awards or Stock Units is 1,800,000.
 
 
5.
Sections 7 through 14 are renumbered to become Sections 8 through 15, and a new Section 7 is inserted, as follows:
 
 
Section7.
Stock Units.
 
 
7.1
Grant.
 
The Board may, in its discretion, grant Stock Units to any Participant.  Each Stock Unit shall entitle the Participant to receive, on the date or upon the occurrence of an event (including the attainment of performance goals) as described in the Stock Unit Agreement, one share of Common Stock or cash equal to the Fair Market Value of a share of Common Stock on the date of such event, as provided in the Stock Unit Agreement.
 
 
 

 
 
 
7.2
Stock Unit Agreement.
 
Each grant of Stock Units to a Participant under this Section 7 shall be evidenced by a Stock Unit Agreement, which shall specify the restrictions, if any, terms and conditions established by the Board in its sole discretion, not inconsistent with the Plan and the following provisions:
 
(a)           The restrictions to which the Stock Units awarded hereunder may be subject shall lapse as set forth in the Stock Unit Agreement; provided that the Committee shall have the discretion to accelerate the date as of which the restrictions lapse with respect to any Stock Units held by a Participant in the event of a such Participant’s termination of employment with the Company, or service on the Board, without cause (as determined by the Committee in its sole discretion).
 
(b)           The Committee may, in its discretion, establish as restrictions on the Stock Units performance goals that qualify the Stock Units as “performance-based compensation” within the meaning of Code Section 162(m).  Performance goals may be based on one or more business criteria, including, but not limited to: (i) return on equity; (ii) earnings or earnings per share; (iii) Common Stock price; (iv) return on assets; (v) return on investment; (vi) cash flow; (vii) net income; (viii) expense management; or (ix) revenue growth.  Performance goals may be absolute in their terms or measured against or in relationship to the performance of other companies or indices selected by the Committee.  In addition, performance goals may be adjusted for any events or occurrences (including acquisition expenses, extraordinary charges, losses from discontinued operations, restatements and accounting charges and restructuring expenses), as may be determined by the Committee.  With respect to each performance period, the Committee shall establish such performance goals relating to one or more of the business criteria identified above, and shall establish targets for Participants for achievement of performance goals.  Following the completion of each performance period, the Committee shall determine the extent to which performance goals for that performance period have been achieved and the related performance-based restrictions shall lapse in accordance with the terms of the applicable Stock Unit Agreement.
 
(c)           Except as provided in this subsection (c), and unless otherwise provided in the Stock Unit Agreement, a Participant shall have no rights of a stockholder, including voting or dividend or other distribution rights, with respect to any Stock Units prior to the date they are settled in shares of Common Stock.  A Stock Unit Agreement may provide that, until the Stock Units are settled in shares of Common Stock or cash, the Participant shall receive, on each dividend or distribution payment date applicable to the Common Stock, an amount equal to the dividends or distributions that the Participant would have received had the Stock Units held by the Participant as of the related record date been actual shares of Common Stock.  Notwithstanding the preceding sentence, in the case of a Stock Unit Award that provides for the right to receive amounts related to dividends or distributions: (i) if such Stock Unit Award is subject to performance-based restrictions, HWC shall accumulate and hold such amounts and (ii) in the case of all other such Stock Unit Awards, the Committee shall have the discretion to cause HWC to accumulate and hold such amounts.  In either such case, the accumulated amounts shall be paid to the Participant only upon the lapse of the restrictions to which the Stock Unit Award is subject, and any such amounts attributable to the portion of a Stock Unit Award for which the restrictions do not lapse shall be forfeited.
 
 
-2-

 
(d)           Upon settlement of Stock Units in Common Stock, HWC shall issue, in the name of the Participant, stock certificates representing a number of shares of Common Stock equal to the number of Stock Units being settled.  Notwithstanding the foregoing, HWC, in lieu of issuing stock certificates, may reflect the issuance of shares of Common Stock to a Participant on a non–certificated basis, with the ownership of such shares by the Participant evidenced solely by book entry in the records of HWC’s transfer agent; provided, however, that upon the written request of the Participant, HWC shall issue, in the name of the Participant, stock certificates representing such shares.
 
 
6.
The references in Sections 2.4 and 8.1 (as renumbered hereby) to “Section 7.2” are amended to refer to Section 8.2, and the reference in Section 15.2 (as renumbered hereby) to “Section 14.1” is amended to refer to Section 15.1.
 
IN WITNESS WHEREOF, this First Amendment has been executed on this 9th day of May, 2011.
 
 
 
HOUSTON WIRE & CABLE COMPANY
 
       
 
By:
/s/ Nicol G. Graham    
    Nicol G. Graham
Chief Financial Officer, Treasurer and Secretary
 

 
-3-

 
HOUSTON WIRE & CABLE COMPANY
2006 STOCK PLAN
(As Amended as of May 9, 2011)
 
RESTRICTED STOCK UNIT AWARD AGREEMENT
FOR NON-EMPLOYEE DIRECTORS
 
A Restricted Stock Unit (RSU) Award (the “Award”) granted by Houston Wire & Cable Company, a Delaware corporation (the “Company”), to the non-employee Director named in the attached Award letter (the “Grantee”), relating to the common stock, par value $.001 per share (the “Common Stock”), of the Company, shall be subject to the following terms and conditions and the provisions of the Houston Wire & Cable Company 2006 Stock Plan, as amended as of May 9, 2011 (the “Plan”), a copy of which is attached   hereto and the terms of which are hereby incorporated by reference:
 
1.            Acceptance by Grantee .  The receipt of the Award is conditioned upon its acceptance by the Grantee in the space provided therefor at the end of this Agreement and the return of an executed copy of this Agreement to the Secretary of the Company no later than _______________.  If the Grantee shall fail to return this executed Agreement by the due date, the Grantee’s Award shall be forfeited to the Company.
 
2.            Grant of RSUs .  The Company hereby grants to the Grantee the Award of RSUs, as set forth in the Award letter.  An RSU is the right, subject to the terms and conditions of the Plan and this Agreement, to receive a distribution of a share of Common Stock for each RSU as described in Section 6 of this Agreement.
 
3.            RSU Account .  The Company shall maintain an account (“RSU Account”) on its books in the name of the Grantee which shall reflect the number of RSUs awarded to the Grantee and any dividend equivalents paid to the Grantee as described in Section 4.
 
4.            Dividend Equivalents .  Upon the payment of any dividends on Common Stock occurring during the period beginning on the date of the Award and ending on the date the RSUs are settled in Common Stock and distributed to the Grantee as described in Section 6, the Company shall credit the Grantee’s RSU Account with an amount equal in value to the dividends that the Grantee would have received had the Grantee been the actual owner of the number of shares of Common Stock represented by the RSUs in the Grantee’s RSU Account on that date.  Such amounts shall be paid to the Grantee in cash at the time and to the extent the RSU Account is distributed to the Grantee.  Any dividend equivalents relating to RSUs that are forfeited shall also be forfeited.
 
5.            Vesting .
 
(a)           Except as described in (b) and (c) below, the Grantee shall become vested in his Award on the date of the Company’s ____ Annual Meeting of Stockholders if he remains in continuous service on the Board until such date.
 
(b)           If the Grantee’s service on the Board terminates prior to the date of the Company’s ____ Annual Meeting of Stockholders due to death or disability, the Award shall become vested on the date of such death or disability.  For this purpose “disability” means (as determined by the Committee in its sole discretion) the inability of the Grantee to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which is expected to result in death or disability or which has lasted or can be expected to last for a continuous period of not less than 12 months.
 
 
 

 
(c)           The Award shall be forfeited to the Company upon the Grantee’s termination of service on the Board for any reason other than the Grantee’s death or disability (as described in Section 3(b) above) that occurs prior to the date the RSUs vest as provided in Section 3(a) above.
 
6.            Settlement of Award .  Within 30 days following the date of the Grantee’s termination of service on the Board, the Company shall distribute to him, or his personal representative, beneficiary or estate, as applicable, (a) a number of shares of Common Stock equal to the number of vested RSUs subject to the Award and held in his RSU Account, and (b) a cash payment equal to the dividend equivalents credited to his RSU Account attributable to such vested RSUs.
 
7.            Change in Control .  Notwithstanding the foregoing provisions of the Agreement, upon a Change in Control of the Company, (a) the Grantee shall become vested in any then unvested Award and (b) the Company shall immediately distribute to the Grantee his RSU Account as described in Section 6; provided, however, that if the Change in Control does not constitute a “change in control” as described in Treas. Reg. §1.409A-3(i)(5), then distribution of the RSU Account shall be deferred until the date of the Grantee’s termination of service on the Board.
 
8.            Rights as Stockholder .  The Grantee shall not be entitled to any of the rights of a stockholder of the Company with respect to the Award, including the right to vote and to receive dividends and other distributions, until and to the extent the Award is settled in shares of Common Stock.
 
9.            Award Not Transferable .  The Award may not be transferred other than by will or the applicable laws of descent or distribution or pursuant to a qualified domestic relations order.  The Award shall not otherwise be assigned, transferred, or pledged for any purpose whatsoever and is not subject, in whole or in part, to attachment, execution or levy of any kind.  Any attempted assignment, transfer, pledge, or encumbrance of the Award, other than in accordance with its terms, shall be void and of no effect.
 
10.            Share Delivery .  Delivery of the Award Shares will be by book-entry credit to an account in the Grantee’s name established by the Company with the Company’s transfer agent; provided that the Company shall, upon written request from the Grantee (or his estate or personal representative, as the case may be), issue certificates in the name of the Grantee (or his estate or personal representative) representing such Award Shares.
 
11.            Administration .  The Award shall be administered in accordance with such regulations as the Committee shall from time to time adopt.
 
12.            Governing Law .  This Agreement, and the Award, shall be construed, administered and governed in all respects under and by the laws of the State of Delaware.
 
 
 

 
IN WITNESS WHEREOF, this Agreement is executed by the Company this __th day of ________, _____, effective as of the ___day of ________, _____.
 
        HOUSTON WIRE & CABLE COMPANY  
           
           
 
 

AGREED AND ACCEPTED :

GRANTEE


 
           
Date: