UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-K/A

(Amendment No. 2)

 

(Mark One)

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

For the fiscal year ended December 31, 2018

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: 001-33209

 

ALTRA INDUSTRIAL MOTION CORP.

(Exact name of registrant as specified in its charter)

 

 

| Delaware                                                        |   | 61-1478870                            |
|-----------------------------------------------------------------|--------|---------------------------------------|
| (State or other jurisdiction

of incorporation or organization) |   | (I.R.S. Employer

Identification No.) |
|                                                            |   |                                  |
| 300 Granite Street, Suite 201 Braintree, MA                |   | 02184                                 |
| (Address of principal executive offices)                        |   | (Zip Code)                            |

Registrant’s telephone number, including area code:

(781) 917-0600

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

|                                |                   |                                           |
|--------------------------------|-------------------|-------------------------------------------|
| Title of each class            | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.001 par value | AIMC              | NASDAQ Global 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 Securities Act.    Yes  ☒    No  ☐   

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.    Yes  ☐    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.    Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    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 the 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 a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:

 

| Large accelerated filer |   | ☒ |   | Accelerated filer         | ☐ |
|-------------------------|--------|---------|--------|---------------------------|---------|
| Non-accelerated filer   |   | ☐ |   | Smaller reporting company | ☐ |

                                                                                                                                                                                      Emerging growth company          ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

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

The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant based on the closing price (as reported by the NASDAQ Global Market) of such common stock on the last business day of the registrant’s most recently completed second fiscal quarter (June 30, 2018) was approximately $$1.24 billion.

As of February 21, 2019, there were 64,558,880 shares of Common Stock, $0.001 par value per share, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:

Portions of the following document are incorporated herein by reference into the Part of the Form 10-K indicated.

| Document                                                                                   |   | Part of Form 10-K into

which Incorporated |
|--------------------------------------------------------------------------------------------|--------|--------------------------------------------|
| Altra Industrial Motion Corp. Proxy Statement

for the 2018 Annual Meeting of Stockholders |   | Part III                              |

 

 

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EXPLANATORY NOTE

 

Altra Industrial Motion Corp. (the “Company”) is filing this Amendment No. 2 to its Annual Report on Form 10-K (the “Second Amendment”) to amend its Annual Report on Form 10-K for the fiscal year ended December 31, 2018, as originally filed with the U.S. Securities and Exchange Commission (“SEC”) on March 1, 2019 (the “Original Form 10-K”) and as subsequently amended by a Form 10-K/A filed with the SEC on March 29, 2019 (the “First Amendment”). This Second Amendment is being filed solely to correct a disclosure under Item 9B of Part II of the Original Form 10-K. Except as noted above, this Second Amendment does not amend, modify or otherwise update any other information in the Original Form 10-K and the First Amendment or reflect any events occurring after the filing of the Original Form 10-K and the First Amendment. Accordingly, this Second Amendment should be read in conjunction with the Original Form 10-K and the First Amendment.

 

PART II

Item 9B.Other Information

The information provided pursuant to Section 13(r) of the Exchange Act in Item 5 of Part II of the Company’s Quarterly Reports on 10-Q for the quarters ended March 31, 2018, June 30, 2018 and September 30, 2018 is hereby incorporated herein by reference.

 

PART IV

| Item 15. | Exhibits, Financial Statement Schedules |
|---------------|-----------------------------------------|

 (3) Exhibits List

 

| Number |   | Description                                                                                           |
|--------|--------|-------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                  |
|   |   |                                                                                                  |
| 31.1   |   | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. * |
|   |   |                                                                                                  |
| 31.2   |   | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. * |
|   |   |                                                                                                  |

 

| * | Filed herewith |
|---|----------------|

 

 

 

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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.

 

|         |   | ALTRA INDUSTRIAL MOTION CORP. |
|--------------|--------|-------------------------------|
|         |   |                          |   |   |
| July 2, 2019 |   | By:                           |   | /s/ Carl R. Christenson |
|         |   |                          |   | Name: |   | Carl R. Christenson |
|         |   |                          |   | Title: |   | Chairman and Chief Executive |
|         |   |                          |   |   |   | Officer |

 

 

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