**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C.  20549**

 

**FORM 10-Q/A**

 

**AMENDMENT NO. 1**

 

**(Mark One)**

 

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

 

**For the quarterly period ended October 1, 2011**

 

**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: 1-8183**

 

**SUPREME INDUSTRIES, INC.**

(Exact name of registrant as specified in its charter)

** **

| **Delaware**                                                     | ** ** | **75-1670945**                       |
|------------------------------------------------------------------|------------|--------------------------------------|
| (State or other jurisdiction of   incorporation or organization) |       | (I.R.S. Employer Identification No.) |

 

**2581 E. Kercher Rd., P.O. Box 237, Goshen, Indiana 46528**

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code:  **(574) 642-3070**

 

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 o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

 

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.

 

| Large accelerated filer o |   | Accelerated filer o         |
|--------------------------------|--------|----------------------------------|
|                           |   |                             |
| Non-accelerated filer o   |   | Smaller reporting company x |

 

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

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

| **Common Stock ($.10 Par Value)** | ** ** | **Outstanding at October 28, 2011** |
|-------------------------------------------------------|------------|---------------------------------------------------------|
| **Class A**                                      | ** ** | **13,093,373**                                          |
| **Class B**                                      | ** ** | **1,716,937**                                           |

 

 

 

----

 

**EXPLANATORY NOTE**

 

Supreme Industries, Inc. (together with is direct and indirect subsidiaries, “Supreme,” “we,” “us,” “its” or the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (this “Amendment”) to its Quarterly Report on Form 10-Q for the quarterly period ended October 1, 2011, originally filed on November 14, 2011, for the purpose of amending the information required by Part II, Item 2 of Form 10-Q.  In addition, we are also including as exhibits to this Amendment the certifications required under Section 302 of the Sarbanes-Oxley Act of 2002.  Because no financial statements are contained within this Amendment, we are not including certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.  Except as set forth herein, no other changes are made to our Quarterly Report on Form 10-Q for the quarterly period ended October 1, 2011.

 

1

----

 

**PART II.****                                            ****OTHER INFORMATION**

 

**ITEM 2.****    ****UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.**

 

During the quarter ended October 1, 2011, we issued an aggregate of 12,151 shares of the Company’s Class A Common Stock to Kim Korth, the Company’s Chief Executive Officer.  Such issuances consisted of 5,882 shares on July 1, 2011, and 6,269 shares on August 2, 2011.  The shares of Class A Common Stock were issued to Ms. Korth pursuant to the terms of her employment agreement.  The issuances of such shares of Class A Common Stock were exempt from registration in reliance on Section 4(2) of the Securities Act of 1933, as amended.

 

2

----

 

**ITEM 6.****    ****EXHIBITS.**

 

Exhibits:

 
| Exhibit 3.1 |   | Certificate   of Incorporation of the Company, filed as Exhibit 3(a) to the Company’s   Registration Statement on Form 8-A, filed with the Commission on September 18,   1989, and incorporated herein by reference.                                                                                                                                                                                                               |
|------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Exhibit 3.2 |   | Certificate   of Amendment of Certificate of Incorporation of the Company filed with the   Secretary of State of Delaware on June 10, 1993 filed as Exhibit 3.2 to the   Company’s annual report on Form 10-K for the fiscal year ended December 31,   1993, and incorporated herein by reference.                                                                                                                                 |
| Exhibit 3.3 |   | Certificate   of Amendment of Certificate of Incorporation of the Company filed with the   Secretary of State of Delaware on May 29, 1996 filed as Exhibit 3.3 to the   Company’s annual report on Form 10-K for the fiscal year ended December 31,   1996, and incorporated herein by reference.                                                                                                                                  |
| Exhibit 3.4      |   | Amended   and Restated Bylaws of the Company dated May 7, 2008, filed as Exhibit 3.1 to   the Company’s Form 8-K filed with the Securities and Exchange Commission on   May 7, 2008, and incorporated herein by reference.                                                                                                                                                                                                         |
| Exhibit 10.1*    |   | Credit   Agreement by and among Supreme Industries, Inc., Supreme Indiana Operations, Inc.   and certain of its subsidiaries identified on the signature pages thereof,   and Wells Fargo Capital Finance, LLC, with an effective date of September 14,   2011, filed as Exhibit 10.1 to the Company’s Form 8-K filed with the   Securities and Exchange Commission on September 20, 2011, and incorporated   herein by reference. |
| Exhibit 10.2*    |   | Security   Agreement by and among Supreme Industries, Inc., the other loan parties   thereto, and Wells Fargo Capital Finance, LLC, with an effective date of   September 14, 2011, filed as Exhibit 10.2 to the Company’s Form 8-K filed   with the Securities and Exchange Commission on September 20, 2011, and   incorporated herein by reference.                                                                             |
| Exhibit 10.3*    |   | General   Continuing Guaranty by and among Supreme Industries, Inc. and certain of its   subsidiaries identified on the signature pages thereof, in favor of Wells   Fargo Capital Finance, LLC, with an effective date of September 14, 2011,   filed as Exhibit 10.3 to the Company’s Form 8-K filed with the Securities and   Exchange Commission on September 20, 2011, and incorporated herein by   reference.                |
| Exhibit 10.4*    |   | Addendum   to Employment Agreement by and among Supreme Industries, Inc., Supreme   Indiana Operations, Inc. and Kim Korth dated to be effective August 1, 2011,   filed as Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and   Exchange Commission on August 4, 2011, and incorporated herein by reference.                                                                                                    |
| Exhibit 10.5*    |   | Addendum   Number Two to Employment Agreement by and among Supreme Industries, Inc.,   Supreme Indiana Operations, Inc. and Kim Korth dated to be effective   September 1, 2011, filed as Exhibit 10.1 to the Company’s Form 8-K filed with   the Securities and Exchange Commission on September 7, 2011, and incorporated   herein by reference.                                                                                 |
| Exhibit 10.6*    |   | Employment   Agreement by and among Supreme Industries, Inc., Supreme Indiana Operations, Inc.   and Kim Korth dated to be effective September 1, 2011, filed as Exhibit 10.1   to the Company’s Form 8-K filed with the Securities and Exchange Commission   on September 29, 2011, and incorporated herein by reference.                                                                                                         |
| Exhibit 10.7*    |   | Indemnification   Agreement by and between Supreme Industries, Inc. and Kim Korth dated   September 23, 2011, filed as Exhibit 10.2 to the Company’s Form 8-K filed   with the Securities and Exchange Commission on September 29, 2011, and   incorporated herein by reference.                                                                                                                                                   |
| Exhibit 31.1**   |   | Certification   of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act   of 2002.                                                                                                                                                                                                                                                                                                                                 |
| Exhibit 31.2**   |   | Certification   of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act   of 2002.                                                                                                                                                                                                                                                                                                                                 |
| Exhibit 32.1*    |   | Certification   of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley                                                                                                                                                                                                                                                                                                                                                |

 

3

----

 
|          |   | Act   of 2002.                                                                                                                                                                                                                                                                                                                                                                                                      |
|---------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Exhibit 32.2* |   | Certification   of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act   of 2002.                                                                                                                                                                                                                                                                                                             |
| Exhibit 101*  |   | The   following financial statements from the Company’s Quarterly Report on Form 10-Q   for the quarter ended October 1, 2011, filed on November 14, 2011, formatted   in XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of   Operations, (iii) Consolidated Statements of Equity, (iv) Consolidated   Statements of Cash Flows and (v) the Notes to Consolidated Financial   Statements. |

 

----

*Previously filed on November 14, 2011 as an exhibit to our original Quarterly Report on Form 10-Q

**Filed herewith.

 

4

----

 

SIGNATURES

 

Pursuant to the requirements 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.

 

 
|                   | SUPREME   INDUSTRIES, INC.              |
|------------------------|-----------------------------------------|
|                   |                                    |
|                   | By:                                     | /s/   Kim Korth |
| DATE:   March 26, 2012 | Kim   Korth                             |
|                   | President   and Chief Executive Officer |

 

5

----

 

**INDEX TO EXHIBITS.**

 
| **Exhibit   Number** | ** ** | **Description of Document**                                                                                                                                                                                                                                                                                                                                                                                                             |
|----------------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Exhibit   3.1        |       | Certificate   of Incorporation of the Company, filed as Exhibit 3(a) to the Company’s Registration   Statement on Form 8-A, filed with the Commission on September 18, 1989, and incorporated   herein by reference.                                                                                                                                                                                                               |
| Exhibit   3.2        |       | Certificate   of Amendment of Certificate of Incorporation of the Company filed with the   Secretary of State of Delaware on June 10, 1993 filed as Exhibit 3.2 to the   Company’s annual report on Form 10-K for the fiscal year ended December 31,   1993, and incorporated herein by reference.                                                                                                                                 |
| Exhibit   3.3        |       | Certificate   of Amendment of Certificate of Incorporation of the Company filed with the   Secretary of State of Delaware on May 29, 1996 filed as Exhibit 3.3 to the   Company’s annual report on Form 10-K for the fiscal year ended December 31,   1996, and incorporated herein by reference.                                                                                                                                  |
| Exhibit   3.4        |       | Amended   and Restated Bylaws of the Company dated May 7, 2008, filed as Exhibit 3.1 to   the Company’s Form 8-K filed with the Securities and Exchange Commission on   May 7, 2008, and incorporated herein by reference.                                                                                                                                                                                                         |
| Exhibit   10.1*      |       | Credit   Agreement by and among Supreme Industries, Inc., Supreme Indiana Operations, Inc.   and certain of its subsidiaries identified on the signature pages thereof,   and Wells Fargo Capital Finance, LLC, with an effective date of September 14,   2011, filed as Exhibit 10.1 to the Company’s Form 8-K filed with the   Securities and Exchange Commission on September 20, 2011, and incorporated   herein by reference. |
| Exhibit   10.2*      |       | Security   Agreement by and among Supreme Industries, Inc., the other loan parties   thereto, and Wells Fargo Capital Finance, LLC, with an effective date of   September 14, 2011, filed as Exhibit 10.2 to the Company’s Form 8-K filed   with the Securities and Exchange Commission on September 20, 2011, and   incorporated herein by reference.                                                                             |
| Exhibit   10.3*      |       | General   Continuing Guaranty by and among Supreme Industries, Inc. and certain of its   subsidiaries identified on the signature pages thereof, in favor of Wells   Fargo Capital Finance, LLC, with an effective date of September 14, 2011,   filed as Exhibit 10.3 to the Company’s Form 8-K filed with the Securities and   Exchange Commission on September 20, 2011, and incorporated herein by   reference.                |
| Exhibit   10.4*      |       | Addendum   to Employment Agreement by and among Supreme Industries, Inc., Supreme   Indiana Operations, Inc. and Kim Korth dated to be effective August 1, 2011,   filed as Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and   Exchange Commission on August 4, 2011, and incorporated herein by reference.                                                                                                    |
| Exhibit   10.5*      |       | Addendum   Number Two to Employment Agreement by and among Supreme Industries, Inc.,   Supreme Indiana Operations, Inc. and Kim Korth dated to be effective   September 1, 2011, filed as Exhibit 10.1 to the Company’s Form 8-K filed with   the Securities and Exchange Commission on September 7, 2011, and incorporated   herein by reference.                                                                                 |
| Exhibit   10.6*      |       | Employment   Agreement by and among Supreme Industries, Inc., Supreme Indiana Operations, Inc.   and Kim Korth dated to be effective September 1, 2011, filed as Exhibit 10.1   to the Company’s Form 8-K filed with the Securities and Exchange Commission   on September 29, 2011, and incorporated herein by reference.                                                                                                         |
| Exhibit   10.7*      |       | Indemnification   Agreement by and between Supreme Industries, Inc. and Kim Korth dated   September 23, 2011, filed as Exhibit 10.2 to the Company’s Form 8-K filed   with the Securities and Exchange Commission on September 29, 2011, and   incorporated herein by reference.                                                                                                                                                   |
| Exhibit   31.1**     |       | Certification   of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act   of 2002.                                                                                                                                                                                                                                                                                                                                 |
| Exhibit   31.2**     |       | Certification   of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act   of 2002.                                                                                                                                                                                                                                                                                                                                 |
| Exhibit   32.1*      |       | Certification   of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley                                                                                                                                                                                                                                                                                                                                                |

 

6

----

 
|            |   | Act   of 2002.                                                                                                                                                                                                                                                                                                                                                                                                      |
|-----------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Exhibit   32.2* |   | Certification   of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act   of 2002.                                                                                                                                                                                                                                                                                                             |
| Exhibit   101*  |   | The   following financial statements from the Company’s Quarterly Report on Form 10-Q   for the quarter ended October 1, 2011, filed on November 14, 2011, formatted   in XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of   Operations, (iii) Consolidated Statements of Equity, (iv) Consolidated   Statements of Cash Flows and (v) the Notes to Consolidated Financial   Statements. |

 

----

*Previously filed on November 14, 2011 as an exhibit to our original Quarterly Report on Form 10-Q

**Filed herewith.

 

7

----