** **

**UNITEDSTATES**

**SECURITIESAND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

 

**FORM 10-K/A**

**Amendment No. 1**

 

| **x**                                              | **Annual  Report pursuant to Section 13 or 15(d) of the Securities Exchange  Act of 1934**     |
|----------------------------------------------------|----------------------------------------------------------------------------------------------------------|
| ** **                                         | ** **                                                                                               |
| **for the  fiscal year ended March 31, 2008** |
|                                               | ** **                                                                                               |
| **o**                                              | **Transition  Report pursuant to Section 13 or 15(d) of the Securities Exchange  Act of 1934** |

** **

**For thetransition period from           to**

 

**CommissionFile No. 0-18607**

** **

**ARCTICCAT INC.**

(Exact name ofregistrant as specified in its charter)

** **

| **Minnesota**                    | ** ** | **41-1443470**       |
|----------------------------------|------------|----------------------|
| (State or other  jurisdiction of |       | (I.R.S. Employer     |
| incorporation or  organization)  |       | Identification  No.) |

** **

**601Brooks Avenue South**

**ThiefRiver Falls, Minnesota 56701**

(Address ofprincipal executive offices) (Zip Code)

 

Registrant’stelephone 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 ifthe registrant is a well-known seasoned issuer, as defined in Rule 405 ofthe Securities Act:

o Yes     x No

 

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

o Yes     x No

 

Indicate by check markwhether the registrant (1) has filed all reports required to be filed by Section 13or 15(d) of the Securities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements forthe past 90 days:

x Yes     o No

 

Indicate by check mark ifdisclosure 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, tothe best of registrant’s knowledge, in definitive proxy or informationstatements incorporated by reference in Part III of this Form 10-K orany amendment to this Form 10-K:                                                   x

 

Indicate by check markwhether the registrant is a large accelerated filer, an accelerated filer, anon-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):

 

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

 

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

o Yes     x No

 

The aggregate marketvalue 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, orthe average bid and asked price of such common equity, as of the last businessday of the Registrant’s most recently completed second fiscal quarter wasapproximately: $296,138,659.

 

At June 2, 2008, theRegistrant had 11,967,485 shares of CommonStock 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 ofShareholders currently scheduled to be held on August 7, 2008 are incorporatedby reference into Part III of this Form 10-K, to the extent described in suchPart.

 

# ** **

# ****

# ** **

# **EXPLANATORY NOTE**

# ** **

Arctic Cat Inc. (“ArcticCat” 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 fiscalyear ended March 31, 2008 (the “Annual Report”), originally filed with theSecurities and Exchange Commission on June 13, 2008.  The Company is filing this Amendment solelyfor the purpose of amending and restating the “Report of Independent RegisteredPublic Accounting Firm” in Item 9A and Item 15(a)(1)(vi) to correctcertain inadvertent errors.  In addition,in connection with the filing of this Amendment and pursuant to the rules ofthe Securities and Exchange Commission, the Company is including with thisAmendment certain currently dated certifications.

 

Except as describedabove, no other amendments are being made to the Annual Report.  This Amendment does not reflect eventsoccurring after the June 13, 2008 filing of our Annual Report, and doesnot modify or update the disclosure contained in the Annual Report in any wayother than as required to reflect the amendments discussed above and reflectedbelow.

 

# **PART II**

# ** **

## **ITEM9A.       *CONTROLSAND PROCEDURES***

## ** **

# **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTINGFIRM**

# ** **

Boardof Directors and Shareholders of Arctic Cat Inc.

 

Wehave audited Arctic Cat Inc. and subsidiaries’ internal control over financial reportingas 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 formaintaining effective internal control over financial reporting and for itsassessment of the effectiveness of internal control over financialreporting.  Our responsibility is to express an opinion on theeffectiveness of the Company’s internal control over financial reporting basedon our audit.

 

Weconducted our audit in accordance with the standards of the Public CompanyAccounting Oversight Board (United States).  Those standards require thatwe plan and perform the audit to obtain reasonable assurance about whethereffective internal control over financial reporting was maintained in allmaterial respects.  Our audit included obtaining an understanding ofinternal control over financial reporting, evaluating management’s assessment,testing and evaluating the design and operating effectiveness of internalcontrol, and performing such other procedures as we considered necessary in thecircumstances.  We believe that our audit provides a reasonable basis forour opinion.

 

Acompany’s internal control over financial reporting is a process designed toprovide reasonable assurance regarding the reliability of financial reportingand the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles.  A company’s internalcontrol over financial reporting includes those policies and procedures that (1) pertainto the maintenance of records that, in reasonable detail, accurately and fairlyreflect the transactions and dispositions of the assets of the company; (2) providereasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally acceptedaccounting principles, and that receipts and expenditures of the company arebeing made only in accordance with authorizations of management and directorsof the company; and (3) provide reasonable assurance regarding preventionor timely detection of unauthorized acquisition, use, or disposition of thecompany’s assets that could have a material effect on the financial statements.

 

Becauseof its inherent limitations, internal control over financial reporting may notprevent or detect misstatements.  Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls maybecome inadequate because of changes in conditions, or that the degree ofcompliance with the policies or procedures may deteriorate.

 

Inour opinion, Arctic Cat Inc. and subsidiaries maintained, in all materialrespects, effective internal control over financial reporting as of March 31,2008, based on criteria established *inInternal Control-Integrated Framework issued by COSO.*

 

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Wealso have audited, in accordance with the standards of the Public CompanyAccounting Oversight Board (United States), the consolidated balance sheets ofArctic 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 opinionon those consolidated financial statements.

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

 

**PART IV**

 

**ITEM 15(a)(1)(vi).        *        EXHIBITS AND FINANCIALSTATEMENT SCHEDULES***

 

**REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**

 

Boardof Directors and Shareholders of Arctic Cat Inc.

 

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

 

We conducted our audits in accordance with the standards of the PublicCompany Accounting Oversight Board (United States).  Those standards require that we plan andperform the audit to obtain reasonable assurance about whether the consolidatedfinancial statements are free of material misstatement.  An audit includes examining, on a test basis,evidence supporting the amounts and disclosures in the consolidated financialstatements.  An audit also includesassessing the accounting principles used and significant estimates made bymanagement, as well as evaluating the overall financial statementpresentation.  We believe that our auditsprovide a reasonable basis for our opinion.

 

In our opinion, the consolidated financial statements referred to abovepresent fairly, in all material respects, the consolidated financial positionof Arctic Cat Inc. and subsidiaries as of March 31, 2008 and March 31, 2007 andthe consolidated results of their operations and their consolidated cash flowsfor each of the three years in the period ended March 31, 2008 in conformitywith accounting principles generally accepted in the United States of America.

 

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

 

We also have audited, in accordance with the standards of the PublicCompany Accounting Oversight Board (United States), Arctic Cat Inc.’s internalcontrol over financial reporting as of March 31, 2008, based on criteriaestablished in Internal Control – Integrated Framework issued by the Committeeof Sponsoring Organizations of the Treadway Commission (COSO), and our reportdated June 10, 2008 expressed an unqualified opinion on the effectiveness ofArctic 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 SecuritiesExchange Act of 1934, the Registrant has duly caused this report to be signedon its behalf by the undersigned, thereunto duly authorized, on the 18th day ofJune, 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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**ARCTICCAT 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)        |

 

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(1)   Filed with this Form 10-K/A.

 

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