10-K/A 1 a07-19996_110ka.htm 10-K/A

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

x

 

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

 

 

 

For the fiscal year ended December 31, 2006

 

 

 

OR

 

 

 

o

 

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 001-32596

REDDY ICE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

DELAWARE

 

56-2381368

(State or other jurisdiction of

 

(I.R.S. Employer Identification No.)

incorporation or organization)

 

 

 

 

 

8750 North Central Expressway,

 

 

Suite 1800

 

 

DALLAS, TEXAS

 

75231

(Address of principal executive offices)

 

(Zip Code)

 

(214) 526-6740

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Name of each exchange on which
registered

Common Stock, par value $0.01 per share

 

New York Stock Exchange

 

Securities registered pursuant to Section 12(g) of the Act: None.

(Title of Class)

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 15(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 Exchange Act 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 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 if the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Act. (Check one):

Large accelerated filer o                      Accelerated filer x                               Non-accelerated filer o

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o  No x

The aggregate market value of common stock held by non-affiliates as of June 30, 2006 was approximately $282.3 million, using the closing price per share of $20.35, as reported on the New York Stock Exchange as of such date.

The number of shares of registrant’s common stock outstanding as of March 9, 2007 was 21,809,395.

 



Explanatory Note

This Amendment No. 1 to the Annual Report on Form 10-K  is being filed solely for the purpose of amending Exhibits 31.1 and 31.2 of the Form 10-K originally filed by Reddy Ice Holdings, Inc. (“the Company”) on March 14, 2007.  Exhibits 31.1 and 31.2 are being amended to conform to the language set forth in Regulation S-K, Item 601(b)(31).

Except as described above, no other changes have been made to the original Form 10-K, and this Form 10-K/A does not amend, update or change the financial statements or any other items or disclosures in the original Form 10-K. This Form 10-K/A does not reflect events occurring after the filing of the Form 10-K or modify or update those disclosures, including any exhibits to the Form 10-K affected by subsequent events. Information not affected by the changes described above is unchanged and reflects the disclosures made at the time of the original filing of the Form 10-K on March 14, 2007. Accordingly, this form 10-K/A should be read in conjunction with our filings made with the Securities and Exchange commission subsequent to the filing of the original Form 10-K, including any amendments to those filings.

Item 15.  Exhibits, Financial Statement Schedules

Exhibit No.

 

Description

3.1

 

Amended and Restated Certificate of Incorporation of Reddy Ice Holdings, Inc., dated August 2, 2005. (Exhibit 3.1)(6)

3.2

 

Amended and Restated By-Laws of Reddy Ice Holdings, Inc. (Exhibit 3.2)(8)

4.1

 

Form of Certificate of Common Stock (Exhibit 4.1)(6)

4.2

 

Reddy Ice Holdings, Inc. Shareholders Agreement, dated August 14, 2003. (Exhibit 9.1)(3)

4.3

 

Indenture of 101¤2%  Senior Discount Notes due 2012 between Reddy Ice Holdings, Inc. and U.S. Bank National Association dated as of October 27, 2004. (Exhibit 4.2)(4)

4.4

 

Supplemental Indenture of 101¤2% Senior Discount Notes due 2012 between Reddy Ice Holdings, Inc. and U.S. Bank National Association, dated as of July 28, 2005. (Exhibit 4.6)(8)

10.1

 

Reddy Ice Holdings, Inc. 2003 Stock Option Plan, effective August 15, 2003. (Exhibit 10.1)(3)

10.2

 

Form of Indemnification Agreement between Officers of Reddy Ice Holdings, Inc. and Reddy Ice Holdings, Inc., effective August 14, 2003. (Exhibit 10.2)(3)

10.3

 

Form of Indemnification Agreement between Officers of Packaged Ice, Inc. and Packaged Ice, Inc. (n/k/a Reddy Ice Corporation), effective August 14, 2003. (Exhibit 10.3)(3)

10.4

 

Form of Indemnification Agreement between Directors of Reddy Ice Holdings, Inc. and Reddy Ice Holdings, Inc., effective August 14, 2003. (Exhibit 10.4)(3)

10.5

 

Form of Indemnification Agreement between Directors of Packaged Ice, Inc. and Packaged Ice, Inc. (n/k/a Reddy Ice Corporation), effective August 14, 2003. (Exhibit 10.5)(3)

10.6

 

Form of Reddy Ice Holdings, Inc. Stock Option Agreement, dated August 14, 2003. (Exhibit 10.11)(3)

10.7

 

Form of Amendment No. 1 to Reddy Ice Holdings, Inc. Stock Option Agreement of August 14, 2003, dated as of November 7, 2003. (Exhibit 10.12)(3)

10.8

 

Employment Agreement of William P. Brick, dated August 14, 2003. (Exhibit 10.13)(3)

 

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10.9

 

Employment Agreement of Jimmy C. Weaver, dated August 14, 2003. (Exhibit 10.14)(3)

10.10

 

Employment Agreement of Steven J. Janusek, dated August 14, 2003. (Exhibit 10.15)(3)

10.11

 

Employment Agreement of Ben D. Key, dated August 14, 2003. (Exhibit 10.16)(3)

10.12

 

Employment Agreement of Thomas L. Dann, dated August 14, 2003. (Exhibit 10.17)(3)

10.13

 

Employment Agreement of Graham D. Davis, dated August 14, 2003. (Exhibit 10.18)(3)

10.14

 

Employment Agreement of Joseph A. Geloso, dated August 14, 2003. (Exhibit 10.19)(3)

10.15

 

Employment Agreement of Mark A. Steffek, dated August 14, 2003. (Exhibit 10.20)(3)

10.16

 

Employment Agreement of Raymond D. Booth, dated August 14, 2003. (Exhibit 10.21)(3)

10.17

 

Purchase Agreement among Reddy Ice Holdings, Inc., Credit Suisse First Boston LLC, CIBC World Markets Corp. and Bear, Stearns & Co. Inc., dated October 27, 2004. (Exhibit 10.1)(4)

10.18

 

Registration Rights Agreement among Reddy Ice Holdings, Inc., Credit Suisse First Boston LLC, CIBC World Markets Corp. and Bear, Stearns & Co. Inc. dated October 27, 2004. (Exhibit 10.1)(4)

10.19

 

Dealer Manager and Consent Solicitation Agreement between Reddy Ice Group, Inc. and Credit Suisse First Boston LLC dated as of March 22, 2005. (Exhibit 10.25)(5)

10.20

 

Amended and Restated Credit Agreement among Reddy Ice Group, Inc., Various Financial Institutions and Other Persons from Time to Time Parties thereto, Credit Suisse, Cayman Islands Branch, Bear Stearns Corporate Lending Inc., Lehman Brothers Inc. and CIBC World Markets Corp. dated as of August 9, 2005. (Exhibit 10.1)(7)

10.21

 

Amended and Restated Parent Guaranty and Pledge Agreement, between Reddy Ice Holdings, Inc. and Credit Suisse dated as of August 12, 2005. (Exhibit 10.26)(8)

10.22†

 

First Amendment and Assumption Agreement among Reddy Ice Holdings, Inc., Reddy Ice Group, Inc., Reddy Ice Corporation, the Lenders and Credit Suisse, Cayman Islands Branch, dated as of January 1, 2007.

10.23†

 

Amended and Restated Borrower Pledge and Security Agreement between Reddy Ice Corporation and Credit Suisse, Cayman Islands Branch dated as of January 1, 2007.

10.24

 

Amendment to Reddy Ice Holdings, Inc. 2003 Stock Option Plan. (Exhibit 10.28)(8)

10.25

 

Reddy Ice Holdings, Inc. 2005 Long Term Incentive and Share Award Plan. (Exhibit 10.29)(8)

10.26

 

Form of Restricted Share Unit Agreement for certain members of senior management. (Exhibit 10.1)(9)

10.27

 

Form of Restricted Share Unit Agreement. (Exhibit 10.2)(9)

11.1*

 

Statement Regarding Computation of Per Share Earnings.

14.1

 

Code of Business Conduct and Ethics as of August 8, 2005.(Exhibit 14.1)(10)

21.1

 

List of subsidiaries. (Exhibit 21.1)(11)

23.1

 

Consent of Deloitte & Touche LLP. (Exhibit 23.1)(11)

31.1†

 

Rules 13a-14(a) and 15d-14(a) Certification of Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2†

 

Rules 13a-14(a) and 15d-14(a) Certification of Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1†

 

Section 1350 Certification of Chief Executive Officer, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2†

 

Section 1350 Certification of Chief Financial Officer, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

* Included in our consolidated financial statements filed under Item 15 to our Form 10-K filed with the Commission on March 14, 2007 and incorporated herein by reference.

(1) Filed as an Exhibit to Packaged Ice, Inc.’s Form 8-K filed with the Commission on May 14, 2003 and incorporated herein by reference.

(2) Filed as an Exhibit to Packaged Ice, Inc.’s Form 10-Q filed with the Commission on June 30, 2003 and incorporated herein by reference.

(3) Filed as an Exhibit to our Form S-4 filed with the Commission on November 13, 2003 and incorporated herein by reference.

(4) Filed as an Exhibit to our Form 8-K filed with the Commission on October 27, 2004 and incorporated herein by reference.

(5) Filed as an Exhibit to our Form 10-K filed with the Commission on March 31, 2005 and incorporated herein by reference.

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(6) Filed as an Exhibit to our Form S-1/A filed with the Commission on August 4, 2005 and incorporated herein by reference.

(7) Filed as an Exhibit to our Form 8-K filed with the Commission on August 15, 2005 and incorporated herein by reference.

(8) Filed as an Exhibit to our Form S-4/A filed with the Commission on August 24, 2005 and incorporated herein by reference.

(9) Filed as an Exhibit to our Form 8-K filed with the Commission on November 3, 2005 and incorporated herein by reference.

 (10) Filed as an Exhibit to our Form 10-K filed with the Commission on March 16, 2006 and incorporated herein by reference.

(11) Filed as an Exhibit to our Form 10-K filed with the Commission on March 14, 2007 and incorporated herein by reference.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amended report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

REDDY ICE HOLDINGS, INC.

 

 

 

 

 

 

 

 

 

 

Date: July 23, 2007

 

By:

 

/s/ STEVEN J. JANUSEK

 

 

 

 

 

Steven J. Janusek

 

 

 

 

Chief Financial and Accounting Officer

 

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