10-K/A 1 form10ka2_112603.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A Amendment No. 2 Annual Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Commission file number: 0-18926 For the fiscal year ended November 30, 2002 INNOVO GROUP INC. (Exact name of registrant as specified in its charter) Delaware 11-2928178 -------- ---------- (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 5804 E. Slauson Avenue, Commerce, California 90040 -------------------------------------------- ----- (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (323) 725-5516 Securities registered pursuant to Section 12 (b) of the Act: NONE Securities registered pursuant to Section 12 (g) of the Act: Common Stock, $.10 par value per share 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 10-K or any amendment to this Form 10-K. [ ] Indicate by check mark whether the registrant is an accelerated filer (as defined by Rule 12b-2 of the Act.) Yes [ ] No [ X] The aggregate value of voting and non-voting common equity held by non-affiliates of the registrant as of March 14, 2003 was $16,234,000. The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant based on the closing price of the registrant's common stock on the Nasdaq Stock Market, Inc. as of May 31, 2002, the last business day of the registrant's most recently completed second quarter, was $11,596,000. As of March 14, 2003, 14,901,264 shares of common stock were outstanding. Documents incorporated by reference: The information required by Part III (Items 10, 11, 12 and 13) is incorporated by reference to the Registrant's definitive proxy statement to be filed pursuant to Regulation 14A relating to the Registrant's 2003 annual meeting of stockholders. This Amendment No. 2 on Form 10-K/A is being filed by the Registrant to amend the Registrant's Annual Report on Form 10-K, dated March 17, 2003, as previously amended by Amendment No. 1 on Form 10-K/A, filed with the Securities and Exchange Commission on March 27, 2003 (the "Initial Report"), solely to change the characterization of the Registrant's controls and procedures in Item 14 from "adequate" to "effective". Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, the complete text of Item 14, as amended, is set forth below. ITEM 14. CONTROLS AND PROCEDURES (a) Evaluation of disclosure controls and procedures. Our chief executive officer/chief financial officer, after evaluating the effectiveness of the Company's "disclosure controls and procedures" (as defined in the Securities Exchange Act of 1934 Rules 13a-14(c) and 15d-14(c)) as of a date (the "Evaluation Date") within 90 days before the filing date of this annual report, have concluded that as of the Evaluation Date, our disclosure controls and procedures were effective and designed to ensure that material information relating to us and our consolidated subsidiaries would be made known to them by others within those entities. (b) Changes in internal controls. There were no significant changes in our internal controls or to our knowledge, in other factors that could significantly affect our disclosure controls and procedures subsequent to the Evaluation Date. 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. INNOVO GROUP INC. /s/ Samuel Joseph Furrow, Jr. ---------------------------------- Samuel Joseph Furrow, Jr. Chief Executive Officer Dated: December 9, 2003 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Signature Title of Capacities Date --------- ------------------- ---- /s/ Samuel J. Furrow, Sr. Chairman of the Board --------------------------- and Director December 9, 2003 Samuel J. Furrow, Sr. /s/ Patricia Anderson Lasko President and Director December 9, 2003 --------------------------- Patricia Anderson-Lasko /s/ Samuel J. Furrow, Jr. Chief Executive Officer, December 9, 2003 --------------------------- Director and Principal Samuel J. Furrow, Jr. Executive Officer /s/ Dan Page Director December 9, 2003 --------------------------- Dan Page /s/ Marc B. Crossman Chief Financial Officer, December 9, 2003 --------------------------- Director, Principal Marc B. Crossman Financial and Accounting Officer /s/ John G. Looney Director December 9, 2003 --------------------------- John G. Looney /s/ Suhail Rizvi Director December 9, 2003 --------------------------- Suhail Rizvi /s/ Kent A. Savage Director December 9, 2003 --------------------------- Kent A. Savage /s/ Vincent Sanfillipo Director December 9, 2003 --------------------------- Vincent Sanfillipo Exhibit 31.1 CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Samuel Joseph Furrow, Jr., certify that: 1. I have reviewed Amendment No. 2 on Form 10-K/A, which is being filed by the registrant to amend the registrant's Annual Report on Form 10-K, dated March 17, 2003, as previously amended by Amendment No. 1 on Form 10-K/A, filed with the Securities and Exchange Commission on March 27, 2003 (as so amended, the "Report"); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this Report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: December 9, 2003 /s/ Samuel Joseph Furrow, Jr. --------------------------------------- Samuel Joseph Furrow, Jr. Chief Executive Officer Exhibit 31.2 CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Marc Barry Crossman, certify that: 1. I have reviewed this Amendment No. 2 on Form 10-K/A, which is being filed by Innovo Group Inc. to amend its Annual Report on Form 10-K, dated March 17, 2003, as previously amended by Amendment No. 1 on Form 10-K/A, filed with the Securities and Exchange Commission on March 27, 2003 (as so amended, the "Report"); 2. Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this Report; 4. The Registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: December 9, 2003 /s/ Marc Barry Crossman ----------------------------------- Marc Barry Crossman Chief Financial Officer Exhibit 32.1 SARBANES-OXLEY ACT SECTION 06 CERTIFICATION In connection with this Amendment No. 2 on Form 10-K/A, which is being filed by Innovo Group Inc. to amend its Annual Report on Form 10-K, dated March 17, 2003, as previously amended by Amendment No. 1 on Form 10-K/A, filed with the Securities and Exchange Commission on March 27, 2003. (as amended, the "Report"), I, Samuel Joseph Furrow, Jr., Chief Executive Officer of Innovo Group Inc., hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge: 1. the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Innovo Group Inc. Date: December 9, 2003 /s/ Samuel Joseph Furrow, Jr. ------------------------------- Samuel Joseph Furrow, Jr. Chief Executive Officer (Principal Executive Officer) Exhibit 32.2 SARBANES-OXLEY ACT SECTION 906 CERTIFICATION In connection with this Amendment No. 2 on Form 10-K/A, which is being filed by Innovo Group Inc. to amend its Annual Report on Form 10-K, dated March 17, 2003, as previously amended by Amendment No. 1 on Form 10-K/A, filed with the Securities and Exchange Commission on March 27, 2003. (as amended, the "Report"), I, Marc Barry Crossman, Chief Financial Officer of Innovo Group Inc., hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge: 1. the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Innovo Group Inc. Date: December 9, 2003 /s/ Marc Barry Crossman ---------------------------------- Marc Barry Crossman Chief Financial Officer (Principal Financial and Accounting Officer)