UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K/A

Amendment No. 1

 

 

For the transition period from            to

 

Commission File No. 0-18607

 

ARCTIC CAT INC.

(Exact name of registrant as specified in its charter)

 

 

601 Brooks Avenue South

Thief River Falls, Minnesota 56701

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code:  (218) 681-8558

 

Securities registered pursuant to Section 12(b) of the Act:		Common Stock, $.01 par value.
		Preferred Stock Purchase Rights.
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 Securities Act:

o Yes     x No

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act:

o Yes     x No

 

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:

x Yes     o No

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) 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:                                                   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 the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act):

o Yes     x No

 

The aggregate market value of the voting and non-voting common equity held by non-affiliates, computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the Registrant’s most recently completed second fiscal quarter was approximately: $296,138,659.

 

At June 2, 2008, the Registrant had 11,967,485 shares of Common Stock and 6,102,000 shares of Class B Common Stock outstanding.

 

Documents Incorporated by Reference:  Portions of the Registrant’s Proxy Statement for its Annual Meeting of Shareholders currently scheduled to be held on August 7, 2008 are incorporated by reference into Part III of this Form 10-K, to the extent described in such Part.

 

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EXPLANATORY NOTE

 

Arctic Cat Inc. (“Arctic Cat” or the “Company”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to amend its Annual Report on Form 10-K for the fiscal year ended March 31, 2008 (the “Annual Report”), originally filed with the Securities and Exchange Commission on June 13, 2008.  The Company is filing this Amendment solely for the purpose of amending and restating the “Report of Independent Registered Public Accounting Firm” in Item 9A and Item 15(a)(1)(vi) to correct certain inadvertent errors.  In addition, in connection with the filing of this Amendment and pursuant to the rules of the Securities and Exchange Commission, the Company is including with this Amendment certain currently dated certifications.

 

Except as described above, no other amendments are being made to the Annual Report.  This Amendment does not reflect events occurring after the June 13, 2008 filing of our Annual Report, and does not modify or update the disclosure contained in the Annual Report in any way other than as required to reflect the amendments discussed above and reflected below.

 

PART II

 

ITEM 9A.       CONTROLS AND PROCEDURES

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

Board of Directors and Shareholders of Arctic Cat Inc.

 

We have audited Arctic Cat Inc. and subsidiaries’ internal control over financial reporting as of March 31, 2008, based on the criteria established in Internal Control–Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).  Arctic Cat Inc. and subsidiaries’ management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting.  Our responsibility is to express an opinion on the effectiveness of the Company’s internal control over financial reporting based on our audit.

 

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.  Our audit included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances.  We believe that our audit provides a reasonable basis for our opinion.

 

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.  A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

In our opinion, Arctic Cat Inc. and subsidiaries maintained, in all material respects, effective internal control over financial reporting as of March 31, 2008, based on criteria established in Internal Control-Integrated Framework issued by COSO.

 

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We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Arctic Cat Inc. and subsidiaries as of March 31, 2008 and March 31, 2007, and the related consolidated statements of operations, shareholders’equity, and cash flows for each of the three years in the period ended March 31, 2008 and our report dated June 10, 2008 expressed an unqualified opinion on those consolidated financial statements.

 

/s/ GRANT THORNTON LLP
Minneapolis, Minnesota
June 10, 2008

 

PART IV

 

ITEM 15(a)(1)(vi).                EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

Board of Directors and Shareholders of Arctic Cat Inc.

 

We have audited the accompanying consolidated balance sheets of Arctic Cat Inc. and subsidiaries as of March 31, 2008 and March 31, 2007, and the related consolidated statements of operations, shareholders’ equity and cash flows for each of the three years in the period ended March 31, 2008.  These consolidated financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Arctic Cat Inc. and subsidiaries as of March 31, 2008 and March 31, 2007 and the consolidated results of their operations and their consolidated cash flows for each of the three years in the period ended March 31, 2008 in conformity with accounting principles generally accepted in the United States of America.

 

As discussed in Note I to the consolidated financial statements, the Company adopted Financial Accounting Standards Board Interpretation No. 48; Accounting for Uncertainty in Income Taxes, effective April 1, 2007.  The Company also adopted Financial Accounting Standards Board Statement No. 123(R), Share-Based Payment, effective April 1, 2006.

 

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Arctic Cat Inc.’s internal control over financial reporting as of March 31, 2008, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated June 10, 2008 expressed an unqualified opinion on the effectiveness of Arctic Cat Inc. and subsidiaries internal control over financial reporting.

 

/s/ GRANT THORNTON LLP
Minneapolis, Minnesota
June 10, 2008

 

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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, on the 18th day of June, 2008.

 

	ARCTIC CAT INC.
	/s/ CHRISTOPHER A. TWOMEY
	Christopher A. Twomey,
	Chairman of the Board of Directors, President and Chief
	Executive Officer

 

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ARCTIC CAT INC. EXHIBIT INDEX

 

				Method
Exhibit				of
No.		Description		Filing
31.1		Section 302 Certification of Chief Executive Officer.		(1)
31.2		Section 302 Certification of Chief Financial Officer.		(1)
32.1		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.		(1)
32.2		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.		(1)

 

(1)   Filed with this Form 10-K/A.

 

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