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 February 28, 2009.

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 01-33633.





Zep Inc.

(Exact name of registrant as specified in its charter)







|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|Delaware                                                       |  | 26-0783366                             
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification Number)
|                                                               | 
|1310 Seaboard Industrial Boulevard, Atlanta, Georgia           |  | 30318-2825                             
|(Address of principal executive offices)                       |  | (Zip Code)                             

(404) 352-1680

(Registrants telephone number, including area code)

None

(Former Name, Former Address and Former Fiscal year, if Changed Since Last Report)





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 whether the registrant
has submitted electronically and posted on its website, if any, every Interactive Data File required to be submitted and posted 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 and post such files).     Yes   ̈    No   ̈

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 definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer   ̈     Accelerated Filer  x     Non-accelerated Filer   ̈     Smaller reporting company   ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Act).     Yes   ̈    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  $0.01 par value  21,610,708 shares as of December 18, 2009.









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EXPLANATORY NOTE

Zep Inc. (the Registrant) is filing this amendment no. 1 (the Amendment) to its Quarterly Report on Form 10-Q for
the quarterly period ended February 28, 2009, originally filed with the Securities and Exchange Commission (Commission) on April 9, 2009 (the Original Filing), to amend Items 5 and 6 of Part II to disclose and file
amended change in control and severance agreements that were entered into by certain executive officers of the Registration and inadvertently omitted from the Original Filing.

In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the Exchange Act), new
certifications by the Registrants principal executive officer and principal financial officer are filed as exhibits to this Amendment.

PART II. OTHER INFORMATION



|Item 5. | Other Information
|------- | -----------------

On December 31, 2008, each of Mark R. Bachmann, Executive Vice President and Chief Financial Officer, Robert P. Collins, Vice President and Chief Administrative Officer, and C. Francis Whitaker, Vice
President, General Counsel and Secretary, of Zep Inc. (the Company) entered into an amended severance agreement with the Company (the Amended Severance Agreement). Under the Amended Severance Agreement, an executive will have
good reason to terminate his employment with the Company upon the occurrence of certain acts by the Company (as set forth in the Amended Severance Agreement and as described in the Proxy Statement (defined below)) during the three-year
term after a change in control (without the executives express consent), if not corrected within 30 days after written notice is given to the Company by the executive. This information supersedes the Companys prior disclosure regarding
this provision of the Amended Severance Agreement. A description of the other material terms of the Amended Severance Agreements has been previously disclosed under the caption Executive Compensation Tables  Potential Payments upon
Termination  Severance Agreements in the Companys definitive proxy statement filed with the Commission on November 19, 2009 (the Proxy Statement) and is incorporated herein by reference (the Description of
Amended Severance Agreements). Pursuant to Rule 12b-23 of the Exchange Act, a copy of the Description of Amended Severance Agreements is filed as Exhibit 99(a) to this Amendment. Copies of the forms of amended change-in-control agreements and
form of Amended Severance Agreement are filed as Exhibits 10(c), 10(d) and 10(e) to this Amendment.



|Item 6. | Exhibits
|------- | --------

(a) The following documents are filed as part of this report:



|           |  |     |  |                                                                                            |  |                                                                                                                                                       
|---------- |  | --- |  | ------------------------------------------------------------------------------------------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------
|EXHIBIT 3  |  | (a) |  | Restated Certificate of Incorporation of Zep Inc.                                          |  | Reference is made to Exhibit 3.1 of registrants Form 8-K as filed with the Commission on October 26, 2007, which is incorporated herein by
reference.
|           |  |     | 
|           |  | (c) |  | Amended and Restated By-Laws of Zep Inc.                                                   |  | Reference is made to Exhibit 3.1 of registrants Form 8-K as filed with the Commission on October 6, 2008, which is incorporated herein by
reference. 
|           |  |     | 
|EXHIBIT 10 |  | (a) |  | First Amendment to Stockholder Protection Rights Agreement dated January 22, 2009          |  | Reference is made to Exhibit 10(a) of registrants Form 10-Q filed with the Commission on April 9, 2009, which is incorporated herein by reference.   
|           |  |     | 
|           |  | (b) |  | Separation Agreement between Zep Inc. and William A. Holl dated January 15, 2009           |  | Reference is made to Exhibit 10(b) of registrants Form 10-Q filed with the Commission on April 9, 2009, which is incorporated herein by reference.   
|           |  |     | 
|           |  | (c) |  | Form of Change-in-Control Agreement                                                        |  | Filed with the Commission as part of this Form 10-Q/A.                                                                                                
|           |  |     | 
|           |  | (d) |  | Form of Change-in-Control Agreement for Certain Executive Officers                         |  | Filed with the Commission as part of this Form 10-Q/A.                                                                                                
|           |  |     | 
|           |  | (e) |  | Form of Severance Agreement                                                                |  | Filed with the Commission as part of this Form 10-Q/A.                                                                                                
|           |  |     | 
|EXHIBIT 31 |  | (a) |  | Certification of the Chief Executive Officer of the Company pursuant to Section 302 of the |  | Reference is made to Exhibit 31(a) of the registrants Form 10-Q filed with the                                                                       





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|           |  |     |  |                                                                                                                                                                      |  |                                                                                                                                                        
|---------- |  | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------
|           |  |     | 
|           |  |     |  | Sarbanes-Oxley Act of 2002                                                                                                                                           |  | Commission on April 9, 2009, which is incorporated herein by reference.                                                                                
|           |  |     | 
|           |  | (b) |  | Certification of the Chief Financial Officer of the Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                |  | Reference is made to Exhibit 31(b) of the registrants Form 10-Q filed with the Commission on April 9, 2009, which is incorporated herein by reference.
|           |  |     | 
|           |  | (c) |  | Certification of the Chief Executive Officer of the Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                |  | Filed with the Commission as part of this Form 10-Q/A.                                                                                                 
|           |  |     | 
|           |  | (d) |  | Certification of the Chief Financial Officer of the Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                |  | Filed with the Commission as part of this Form 10-Q/A.                                                                                                 
|           |  |     | 
|EXHIBIT 32 |  | (a) |  | Certification of the Chief Executive Officer of the Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |  | Reference is made to Exhibit 32(a) of registrants Form 10-Q filed with the Commission on April 9, 2009, which is incorporated herein by reference.    
|           |  |     | 
|           |  | (b) |  | Certification of the Chief Financial Officer of the Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 |  | Reference is made to Exhibit 32(b) of registrants Form 10-Q filed with the Commission on April 9, 2009, which is incorporated herein by reference.    
|           |  |     | 
|EXHIBIT 99 |  | (a) |  | Description of Amended Severance Agreements from the Companys definitive proxy statement on Schedule 14A filed with the Commission on November 19, 2009             |  | Filed with the Commission as part of this Form 10-Q/A.                                                                                                 



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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.



|                        |  |  |  |                                                                     
|----------------------- |  |  |  | --------------------------------------------------------------------
|                        |  |  |  | REGISTRANT Zep Inc.                                                 
|                        |  | 
|DATE: December 22, 2009 |  |  |  | /s/ John K. Morgan                                                  
|                        |  |  |  | JOHN K. MORGAN CHAIRMAN, PRESIDENT, AND CHIEF EXECUTIVE OFFICER     
|                        |  | 
|DATE: December 22, 2009 |  |  |  | /s/ Mark R. Bachmann                                                
|                        |  |  |  | MARK R. BACHMANN EXECUTIVE VICE PRESIDENT ANDCHIEF FINANCIAL OFFICER



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EXHIBIT INDEX



|           |  |     |  |                                                                                                                                                                      |  |                                                                                                                                                       
|---------- |  | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------
|EXHIBIT 3  |  | (a) |  | Restated Certificate of Incorporation of Zep Inc.                                                                                                                    |  | Reference is made to Exhibit 3.1 of registrants Form 8-K as filed with the Commission on October 26, 2007, which is incorporated herein by
reference.
|           |  |     | 
|           |  | (c) |  | Amended and Restated By-Laws of Zep Inc.                                                                                                                             |  | Reference is made to Exhibit 3.1 of registrants Form 8-K as filed with the Commission on October 6, 2008, which is incorporated herein by
reference. 
|           |  |     | 
|EXHIBIT 10 |  | (a) |  | First Amendment to Stockholder Protection Rights Agreement dated January 22, 2009                                                                                    |  | Reference is made to Exhibit 10(a) of registrants Form 10-Q filed with the Commission on April 9, 2009, which is incorporated herein by reference.   
|           |  |     | 
|           |  | (b) |  | Separation Agreement between Zep Inc. and William A. Holl dated January 15, 2009                                                                                     |  | Reference is made to Exhibit 10(b) of registrants Form 10-Q filed with the Commission on April 9, 2009, which is incorporated herein by reference.   
|           |  |     | 
|           |  | (c) |  | Form of Change-in-Control Agreement                                                                                                                                  |  | Filed with the Commission as part of this Form 10-Q/A.                                                                                                
|           |  |     | 
|           |  | (d) |  | Form of Change-in-Control Agreement for Certain Executive Officers                                                                                                   |  | Filed with the Commission as part of this Form 10-Q/A.                                                                                                
|           |  |     | 
|           |  | (e) |  | Form of Severance Agreement                                                                                                                                          |  | Filed with the Commission as part of this Form 10-Q/A.                                                                                                
|           |  |     | 
|EXHIBIT 31 |  | (a) |  | Certification of the Chief Executive Officer of the Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                |  | Reference is made to Exhibit 31(a) of the registrants Form 10-Q filed on April 9, 2009, which is incorporated herein by reference.                   
|           |  |     | 
|           |  | (b) |  | Certification of the Chief Financial Officer of the Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                |  | Reference is made to Exhibit 31(b) of the registrants Form 10-Q filed on April 9, 2009, which is incorporated herein by reference.                   
|           |  |     | 
|           |  | (c) |  | Certification of the Chief Executive Officer of the Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                |  | Filed with the Commission as part of this Form 10-Q/A.                                                                                                
|           |  |     | 
|           |  | (d) |  | Certification of the Chief Financial Officer of the Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                |  | Filed with the Commission as part of this Form 10-Q/A.                                                                                                
|           |  |     | 
|EXHIBIT 32 |  | (a) |  | Certification of the Chief Executive Officer of the Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |  | Reference is made to Exhibit 32(a) of registrants Form 10-Q filed on April 9, 2009, which is incorporated herein by reference.                       
|           |  |     | 
|           |  | (b) |  | Certification of the Chief Financial Officer of the Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 |  | Reference is made to Exhibit 32(b) of registrants Form 10-Q filed on April 9, 2009, which is incorporated herein by reference.                       
|           |  |     | 
|EXHIBIT 99 |  | (a) |  | Description of Amended Severance Agreements from the Companys definitive proxy statement on Schedule 14A filed with the Commission on November 19, 2009             |  | Filed with the Commission as part of this Form 10-Q/A.