UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K/A
|
x
|
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For
the Fiscal Year ended December 31, 2007
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)
Securities
registered pursuant to Section 12(b) of the Act:
|
Title
of Class
|
Name
of Each Exchange on Which Registered
|
|
Common
stock, par value $0.001 per share
|
The
Nasdaq Stock Market
|
Securities
registered pursuant to Section 12(g) of the Act: None
Indicate
by check mark if the registrant is a well-known seasoned issuer as defined in
Rule 405 of the Act. Yes ¨ No x
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes ¨ 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 ¨
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 10K or any amendment to
this Form 10-K. x
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
The
aggregate market value of the voting stock (common stock) held by non-affiliates
of the registrant as of June 30, 2007 was $471,422,386.
As of
March 1, 2008, there were 18,577,727 outstanding shares of the registrant’s
common stock, $0.001 par value per share.
DOCUMENTS
INCORPORATED BY REFERENCE
Part III
of this report incorporates by reference specific portions of the registrant’s
definitive Proxy Statement relating to the Annual Meeting of Stockholders to be
held on May 8, 2008.
EXPLANATORY
NOTE
This
amendment is being filed for the sole purpose of filing Exhibits 31.3 and
31.4.
ITEM 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
(a)
|
The
following financial statements of our Company and Report of the
Independent Registered Public Accounting Firm are included in Part
II:
|
|
|
·
|
Report
of Independent Registered Public Accounting
Firm
|
|
|
·
|
Consolidated
Balance Sheets as of December 31, 2007 and
2006
|
|
|
·
|
Consolidated
Statements of Operations for the years ended December 31, 2007, 2006 and
2005
|
|
|
·
|
Consolidated
Statements of Stockholders’ Equity for the years ended December 31, 2007,
2006 and 2005
|
|
|
·
|
Consolidated
Statements of Cash Flows for the years ended December 31, 2007, 2006 and
2005
|
|
|
·
|
Notes
to Consolidated Financial
Statements
|
|
(b)
|
Financial
Statement Schedules:
|
Financial
statement schedules have been omitted because they are either not applicable or
the required information has been disclosed in the financial statements or notes
thereto.
|
(c)
|
Exhibits
|
Exhibits
are set forth on the attached exhibit index
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) 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.
|
Dated: May
7, 2008
|
HOUSTON WIRE & CABLE COMPANY | ||
|
By:
|
/s/ Nicol
G. Graham
|
||
|
Name:
|
Nicol
G. Graham
|
||
|
Title:
|
Chief
Financial Officer, Treasurer and
Secretary
|
||
INDEX TO
EXHIBITS
|
EXHIBIT
|
|
|
NUMBER
|
EXHIBIT
|
|
3.1
|
Amended
and Restated Certificate of Incorporation of Houston Wire & Cable
Company (incorporated herein by reference to Exhibit 3.1 to Houston Wire
& Cable Company’s Registration Statement on Form S-1 (Registration No.
333-132703))
|
|
3.2
|
By-Laws
of Houston Wire & Cable Company (incorporated herein by reference to
Exhibit 3.2 to Houston Wire & Cable Company’s Registration Current
Report on Form 8-K filed August 6, 2007
|
|
4.1
|
Form
of Specimen Common Stock Certificate of Houston Wire & Cable Company
(incorporated herein by reference to Exhibit 4.1 to Houston Wire &
Cable Company’s Registration Statement on Form S-1 (Registration No.
333-132703))
|
|
10.1
|
Houston
Wire & Cable Company 2000 Stock Plan (incorporated herein by reference
to Exhibit 10.2 to Houston Wire & Cable Company’s Registration
Statement on Form S-1 (Registration No. 333-132703))
|
|
10.2
|
Houston
Wire & Cable Company 2006 Stock Plan (incorporated herein by reference
to Exhibit 10.3 to Houston Wire & Cable Company’s Registration
Statement on Form S-1 (Registration No. 333-132703))
|
|
10.3
|
Amended
and Restated Loan and Security Agreement, dated as of May 22, 2000, by and
among various specified lenders, Fleet Capital Corporation (now Bank of
America, Inc.) and HWC Holding Company (now Houston Wire & Cable
Company) (incorporated herein by reference to Exhibit 10.4 to Houston Wire
& Cable Company’s Registration Statement on Form S-1 (Registration No.
333-132703))
|
|
10.4
|
First
Amendment to Amended and Restated Loan Agreement, dated as of July 13,
2000 (incorporated herein by reference to Exhibit 10.5 to Houston Wire
& Cable Company’s Registration Statement on Form S-1 (Registration No.
333-132703))
|
|
10.5
|
Second
Amendment to Amended and Restated Loan Agreement, dated as of May 30, 2001
(incorporated herein by reference to Exhibit 10.6 to Houston Wire &
Cable Company’s Registration Statement on Form S-1 (Registration No.
333-132703))
|
|
10.6
|
Third
Amendment to Amended and Restated Loan Agreement, dated as of October 22,
2001 (incorporated herein by reference to Exhibit 10.7 to Houston Wire
& Cable Company’s Registration Statement on Form S-1 (Registration No.
333-132703))
|
|
10.7
|
Fourth
Amendment to Amended and Restated Loan Agreement, dated as of December 31,
2002 (incorporated herein by reference to Exhibit 10.8 to Houston Wire
& Cable Company’s Registration Statement on Form S-1 (Registration No.
333-132703))
|
|
10.8
|
Fifth
Amendment to Amended and Restated Loan Agreement, dated as of November 19,
2003 (incorporated herein by reference to Exhibit 10.9 to Houston Wire
& Cable Company’s Registration Statement on Form S-1 (Registration No.
333-132703))
|
|
10.9
|
Sixth
Amendment to Amended and Restated Loan Agreement, dated as of May 26, 2005
(incorporated herein by reference to Exhibit 10.10 to Houston Wire &
Cable Company’s Registration Statement on Form S-1 (Registration No.
333-132703))
|
|
10.10
|
Seventh
Amendment to Amended and Restated Loan Agreement, dated as of December 14,
2005 (incorporated herein by reference to Exhibit 10.11 to Houston Wire
& Cable Company’s Registration Statement on Form S-1 (Registration No.
333-132703))
|
|
10.11
|
Eighth
Amendment to Amended and Restated Loan Agreement, dated as of December 30,
2005 (incorporated herein by reference to Exhibit 10.12 to Houston Wire
& Cable Company’s Registration Statement on Form S-1 (Registration No.
333-132703))
|
|
10.12
|
Ninth
Amendment to Amended and Restated Loan Agreement, dated as of May 23, 2006
(incorporated herein by reference to Exhibit 10.19 to Houston Wire &
Cable Company’s Registration Statement on Form S-1 (Registration No.
333-132703))
|
|
10.13
|
Tenth
Amendment to Amended and Restated Loan Agreement, dated as of November 3,
2006 (incorporated herein by reference to Exhibit 10.1 to Houston Wire
& Cable Company’s Current Report on Form 8-K filed November 7,
2006)
|
|
10.14
|
Eleventh
Amendment to Amended and Restated Loan Agreement, dated as of July 31,
2007 (incorporated herein by reference to Exhibit 10.1 to Houston Wire
& Cable Company’s Current Report on Form 10-Q filed August 1,
2007)
|
|
10.15
|
Twelfth
Amendment to Amended and Restated Loan Agreement, dated as of August 3,
2007 (incorporated herein by reference to Exhibit 10.1 to Houston Wire
& Cable Company’s Current Report on Form 8-K filed August 20,
2007)
|
|
10.16
|
Thirteen
Amendment to Amended and Restated Loan Agreement, dated as of September
28, 2007 (incorporated herein by reference to Exhibit 10.1 to Houston Wire
& Cable Company’s Current Report on Form 8-K filed October 2,
2007)
|
|
10.17
|
Fourteenth
Amendment to Amended and Restated Loan Agreement, dated as of January 31,
2008
|
|
10.18
|
Employment
Agreement, dated as of April 26, 2006, by and between Charles A.
Sorrentino and Houston Wire & Cable Company (incorporated herein by
reference to Exhibit 10.14 to Houston Wire & Cable Company’s
Registration Statement on Form S-1 (Registration No.
333-132703))
|
|
10.19
|
Form
of Executive Securities Agreement by and among Code, Hennessy &
Simmons II, L.P., HWC Holding Corporation (now Houston Wire & Cable
Company) and executive (incorporated herein by reference to Exhibit 10.15
to Houston Wire & Cable Company’s Registration Statement on Form S-1
(Registration No. 333-132703))
|
|
10.20
|
Investor
Securities Agreement, dated as of May 22, 1997, by and among Code,
Hennessy & Simmons II, L.P., HWC Holding Corporation (now Houston Wire
& Cable Company) and various specified investors (incorporated herein
by reference to Exhibit 10.16 to Houston Wire & Cable Company’s
Registration Statement on Form S-1 (Registration No.
333-132703))
|
|
10.21
|
Executive
Securities Agreement, dated as of December 31, 1998, and amended as of
June 28, 2000, and April 26, 2006, by and among Code, Hennessy &
Simmons II, L.P., HWC Holding Corporation (now Houston Wire & Cable
Company) and Charles A. Sorrentino (incorporated herein by reference to
Exhibit 10.17 to Houston Wire & Cable Company’s Registration Statement
on Form S-1 (Registration No. 333-132703))
|
|
10.22
|
Executive
Securities Agreement, dated as of September 11, 1997, by and among Code,
Hennessy & Simmons II, L.P., HWC Holding Corporation (now Houston Wire
& Cable Company) and Nicol G. Graham (incorporated herein by reference
to Exhibit 10.18 to Houston Wire & Cable Company’s Registration
Statement on Form S-1 (Registration No. 333-132703))
|
|
10.23
|
Form
of Employee Stock Option Agreement under Houston Wire & Cable
Company’s 2006 Stock Plan
|
|
10.24
|
Form
of Director Stock Option Agreement under Houston Wire & Cable
Company’s 2006 Stock Plan
|
|
10.25
|
Description
of Senior Management Bonus Program (incorporated herein by reference to
Exhibit 10.3 to Houston Wire & Cable Company’s Current Report on Form
8-K filed December 27, 2006)
|
|
10.26
|
Form
of Director/Officer Indemnification Agreement by and between Houston Wire
& Cable Company and a director, member of a committee of the Board of
Directors or officer of Houston Wire & Cable Company (incorporated
herein by reference to Exhibit 10.24 to Houston Wire & Cable Company’s
Annual Report on Form 10-K for the year ended December 31, 2006
)
|
|
21.1
|
Subsidiaries
of Houston Wire & Cable Company (incorporated herein by reference to
Exhibit 21.1 to Houston Wire & Cable Company’s Registration Statement
on Form S-1 (Registration No.
333-132703))
|
|
23.1
|
Consent
of Ernst & Young, LLP
|
|
31.1
|
Certification
of CEO Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
|
|
31.2
|
Certification
of CFO Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
|
|
Certification
of CEO Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
|
|
|
Certification
of CFO Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
|
|
|
32.1
|
Certifications
of CEO and CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of
2002
|
* Filed
herewith