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**UNITEDSTATESSECURITIES AND EXCHANGE COMMISSION**

**Washington, DC 20549**

 

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**FORM 10-K/A**

 

**AMENDMENT NO. 1****FORANNUAL AND TRANSITION REPORTS**

**PURSUANTTO SECTIONS 13 OR 15(D) OF THE**

**SECURITIESEXCHANGE ACT OF 1934**

 

**       (Mark One)**

 

x         **ANNUAL REPORT PURSUANTTO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934**

 

**Forthe fiscal year ended December 31, 2007**

 

o             **TRANSITION REPORT PURSUANT TO SECTION 13OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEEREQUIRED)**

 

**Forthe transition period from                            to                             **

 

**Commission file number:****333-115490**

 

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**WIICOMPONENTS, INC.**

(Exact name of registrant as specified in its charter)

 

| **Delaware**             | ** ** | **No. 73-1662631**              |
|--------------------------|------------|--------------------------------------|
| (State of Incorporation) |       | (I.R.S. Employer Identification No.) |

 

**525 LincolnAvenue, SE, St. Cloud, Minnesota 56304**

(Address of principal executive offices) (ZipCode)

 

**(320)252-1503**

(Registrant’s telephone number, Includingarea code)

 

Securitiesregistered pursuant to Section 12(b) of the Act:**None**

Securitiesregistered pursuant to Section 12(g) of the Act:**None**

 

Indicateby check mark whether the registrant (1) has filed all reports required tobe filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports) and (2) has been subject tosuch filing requirements for the past 90 days.     Yes x No o

 

Indicateby check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405of the Securities Act

 

       Yes o  No x

 

Indicateby check mark if the registrant is not required to file reports pursuant to Section 13or Section 15(d) of the Act.

 

Yes x No o

 

Indicateby check mark whether the registrant is a large accelerated filer, anaccelerated filer, a non-accelerated filer, or a smaller reporting filer:

 

LargeAccelerated Filer o                  Accelerated Filer o             Non-AcceleratedFiler x   SmallerReporting Company o

 

Indicate by check mark if disclosure ofdelinquent filers pursuant to Item 405 of Regulation S-K is not containedherein, and will not be contained, to the best of registrant’s knowledge, indefinitive proxy or information statements incorporated by reference in Part IIIof this Form 10-K or any amendment to this Form 10-K. x

 

Indicate by check mark whether the registrantis a shell company (as defined in Rule 12b-2 of the Exchange Act)  Yes o  No x

 

The aggregate market value of the voting stockheld by nonaffiliates of the registrant as of June 30, 2007: notapplicable.

 

Asof March 17, 2008, 100 shares of common stock of the registrant, $.01 parvalue per share, were issued and outstanding (all of which are owned by WIIHolding, Inc.).

 

**DOCUMENTS INCORPORATED BY REFERENCE:  None.**

 

 

 

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** **

**WII COMPONENTS, INC.**

**AMENDMENT NO. 1 TO FORM 10-K**

 

**Year Ended December 31, 2007**

 

**Explanatory Note**

 

ThisAmendment No. 1 to the Annual Report on Form 10-K/A (“Amendment No. 1”)is being filed to amend the Company’s Annual Report on Form 10-K for thefiscal year ended December 31, 2007, previously filed on March 28,2008 (the “Original Filing”) in order to include a management’s report of itsassessment of the Company’s internal controls over financial reporting in Item9A of Part II of the Annual Report and revise the certifications containedin Exhibits 31.1 and 31.2 to relate to the Company’s internal controls overfinancial reporting.  This Amendment No. 1on Form 10-K/A amends and restates only Items 9A of Part II andItem 15 of Part IV of the Original Filing to reflect the changes toItem 9A and Exhibits 31.1 and 31.2. Except for the foregoing amended information, this Amendment No. 1on Form 10-K/A continues to describe conditions as of the date of theOriginal Filing, and we have not updated the disclosures contained herein toreflect events that occurred at a later date. Accordingly, this Amendment No. 1should be read in conjunction with the Company’s SEC Filings made subsequent tothe original filing.

 

Asused in this Amendment No. 1, the terms “we,” “us” or “our” refer to WIIComponents, Inc. and its consolidated subsidiaries and their respectivepredecessors.

 

**INDEX**

 
| ** **                                        | **Page**   |
|---------------------------------------------------|------------|
| **PART II**                                  | ** ** |
|                                              |       |
| Item 9A.  Controls and Procedures                 | 1          |
|                                              |       |
| **PART IV**                                  | ** ** |
|                                              |       |
| Item 15. Exhibits, Financial  Statement Schedules | 1          |
| Signatures                                        | 5          |

 

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**PART II**

 

**Item 9A. Controls and Procedures**

 

***Disclosure Controls and Procedures.***  Asrequired by Rule 13a-15 under the Securities Exchange Act of 1934 (the “ExchangeAct”), we carried out an evaluation under the supervision and with theparticipation of our management, including our Chief Executive Officer andChief Financial Officer, of the effectiveness of the design and operation ofour disclosure controls and procedures as of the end of the period covered bythe Annual Report in connection with the filing of this Amendment No. 1.  Forpurposes of the foregoing, the term disclosure controls and procedures meanscontrols and other procedures of an issuer that are designed to ensure thatinformation required to be disclosed by the issuer in the reports that it filesor submits under the Exchange Act is recorded, processed, summarized andreported, within the time periods specified in the rules and forms of theSecurities and Exchange Commission (“SEC”). Disclosure controls and procedures include, without limitation, controlsand procedures designed to ensure that information required to be disclosed byan issuer in the reports that it files or submits under the Exchange Act isaccumulated and communicated to the issuer’s management, including itsprincipal executive and principal financial officers, or persons performingsimilar functions, as appropriate to allow timely decisions regarding requireddisclosure.  Our disclosure controls andprocedures are designed to provide reasonable assurance of achieving theirobjectives as outlined above.  Based upon that evaluation, our ChiefExecutive Officer and Chief Financial Officer have concluded that they believethat, as of the end of the period covered by the Annual Report, our disclosurecontrols and procedures were not effective at a reasonable assurancelevel.  In reaching this conclusion, theChief Executive Officer and Chief Financial Officer noted that we failed toinclude in our Annual Report a report by management on the Company’s internalcontrol over financial reporting and that the certifications contained inExhibits 31.1 and 31.2 of the Annual Report did not include the requiredcertifications relating to the Company’s internal controls over financialreporting as required by applicable SEC regulations.  We are currently reviewing our disclosurecontrols and procedures to correct the deficiency that lead to this omissionand expect to implement changes in the near term.

 

***Changes in Internal Controls Over Financial Reporting.***  Therewere no changes in our internal controls over financial reporting during ourfourth fiscal quarter that have materially affected, or are reasonably likelyto materially affect, our internal controls over financial reporting.

 

***Management’s Report on Internal Controlover Financial Reporting.******* Our managementis responsible for establishing and maintaining adequate internal control overfinancial reporting, as defined in Exchange Act Rule 13a-15(f).  Prior to the filing our annual report withthe SEC on March 28, 2008, management conducted an evaluation of theeffectiveness of our internal control over financial reporting based on theframework in “Internal Control—Integrated Framework issued by the Committee ofSponsoring Organizations of the Treadway Commission.”  Based on this evaluation, managementconcluded that our internal control over financial reporting was effective asof December 31, 2007.  This AnnualReport does not include an attestation report of our registered publicaccounting firm regarding internal control over financial reporting.  Management’s report was not subject toattestation by the Company’s registered public accounting firm pursuant totemporary rules of the SEC that permit the Company to provide onlymanagement’s report in this Annual Report.

 

**PART IV**

 

**Item 15. Exhibits, Financial Statement Schedules**

 

(a)         List of Financial Statements, Financial Statement Schedules and Exhibits

 

(1) *Financial Statements*. Consolidated Financial Statements of WII Components, Inc. and Subsidiariesas of December 31, 2007 and 2006 and for the years ended December 31,2007, 2006 and 2005.

 

Report of Independent Registered Public AccountingFirms

Consolidated Balance Sheets

Consolidated Statements of Earnings

Consolidated Statements of Stockholders’ Equity

Consolidated Statements of Cash Flows

 

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Notes to Consolidated Financial Statements

 

(2)  *FinancialStatement Schedules*.  All schedules for which provision is madein the applicable accounting regulations of the SEC have been omitted as notrequired or not applicable, or the information required has been includedelsewhere by reference in the financial statements and related notes, exceptfor Schedule II.

 

(3)  *Exhibits:*

 
| **Exhibit No.** | ** ** | **Exhibit Description**                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|----------------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **           | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 2.1                  |       | Amended  and Restated Agreement and Plan of Merger dated January 5, 2007, by  among WII Holding, Inc., a Delaware corporation, WII Merger Corporation,  a Delaware corporation, WII Components, Inc. and Behrman Capital III,  L.P., solely in its capacity as stockholders’ representative (incorporated  herein by reference to Exhibit 2.1 to the Company’s Annual Report on Form 10-K filed March 30,  2007, File No. 333-115490) |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 3.1                  |       | Third  Amended and Restated Certificate of Incorporation of WII  Components, Inc. (incorporated herein by reference to Exhibit 3.11 to the Company’s Annual Report on  Form 10-K filed March 30, 2007, File No. 333-115490)                                                                                                                                                                                                                          |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 3.2                  |       | Bylaws  of WII Merger Corporation, which are the current Bylaws of WII  Components, Inc. as a result of the Amended and Restated Agreement and  Plan of Merger (incorporated herein by reference to Exhibit 3.12 to the Company’s Annual Report on  Form 10-K filed March 30, 2007, File No. 333-115490)                                                                                                                                             |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 3.3                  |       | Restated  Articles of Incorporation of Woodcraft Industries, Inc. (incorporated  herein by reference to Exhibit 3.3 to the Company’s Registration  Statement on Form S-4, as amended, File No. 333-115490)                                                                                                                                                                                                                                                |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 3.4                  |       | Restated  Bylaws of Woodcraft Industries, Inc. (incorporated herein by reference  to Exhibit 3.4 to the Company’s Registration Statement on Form S-4,  as amended, File No. 333-115490)                                                                                                                                                                                                                                                                   |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 3.5                  |       | Articles  of Incorporation of PrimeWood, Inc. (incorporated herein by reference to  Exhibit 3.5 to the Company’s Registration Statement on Form S-4, as  amended, File No. 333-115490)                                                                                                                                                                                                                                                                    |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 3.6                  |       | Bylaws  of PrimeWood, Inc. (incorporated herein by reference to Exhibit 3.6  to the Company’s Registration Statement on Form S-4, as amended, File  No. 333-115490)                                                                                                                                                                                                                                                                                       |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 3.7                  |       | Certificate  of Incorporation of Brentwood Acquisition Corp. (incorporated herein by  reference to Exhibit 3.7 to the Company’s Registration Statement on  Form S-4, as amended, File No. 333-115490)                                                                                                                                                                                                                                                          |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 3.8                  |       | Bylaws  of Brentwood Acquisition Corp. (incorporated herein by reference to  Exhibit 3.8 to the Company’s Registration Statement on Form S-4, as  amended, File No. 333-115490)                                                                                                                                                                                                                                                                                |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 4.1                  |       | Indenture  dated as of February 18, 2004 by and among WII Components, Inc., and  U.S. Bank National Association (incorporated herein by reference to  Exhibit 4.3 to the Company’s Registration Statement on Form S-4, as  amended, File No. 333-115490)                                                                                                                                                                                             |

 

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| 4.2    |   | Registration  Rights Agreement dated as of February 18, 2004, by and among WII  Components, Inc. and the Initial Purchasers as defined therein  (incorporated herein by reference to Exhibit 4.5 to the Company’s  Registration Statement on Form S-4, as amended, File  No. 333-115490)                                                                                                                                                                                                             |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 4.3    |   | Form of  WII Components, Inc. 10% Senior Note due 2012 (incorporated herein by  reference to Exhibit 4.3 to the Company’s Registration Statement on  Form S-4, as amended, File No. 333-115490)                                                                                                                                                                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 4.4    |   | Supplemental  Indenture, dated as of June 25, 2004 by and among WII  Components, Inc. and the Initial Purchasers as defined therein  (incorporated herein by reference to Exhibit 4.7 to the Company’s  Amendment No. 1 to the Registration Statement on Form S-4, as  amended, File No. 333-115490)                                                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.1   |   | WII  Holdings, Inc. 2003 Stock Option and Grant Plan (incorporated herein by  reference to Exhibit 10.1 to the Company’s Registration Statement on  Form S-4, as amended, File No. 333-115490) **                                                                                                                                                                                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.2   |   | Form of  Director Indemnification Agreement (incorporated herein by reference to  Exhibit 10.2 to the Company’s Registration Statement on Form S-4,  as amended, File No. 333-115490)                                                                                                                                                                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.3   |   | First Lien Senior Secured Credit Agreement, dated as of  January 9, 2007, by and among WII Components, Inc. (as  successor-in-interest to WII Merger Corporation) as Borrower and Credit  Suisse, for itself and as Administrative Agent, Swing Line Lender, an L/C  Issuer and as Collateral Agent for all Lenders, and the Lenders Party thereto  (incorporated herein by reference to Exhibit 10.1 to the Company’s  Quarterly Report on Form 10-Q filed May 23, 2007, File  No. 333-115490) |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.4   |   | Amendment No. 1 To The Credit Agreement, dated as of  February 7, 2007, by and among WII Components, Inc., as Borrower,  and Credit Suisse, for itself and as Administrative Agent, Swing Line Lender,  an L/C Issuer and as Collateral Agent (incorporated herein by reference to  Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed  May 23, 2007, File No. 333-115490)                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.5   |   | Employment Agreement dated December 11, 2006, between WII  Components, Inc. (as successor-in-interest to WII Merger Corporation),  WII Holding, Inc. and John Fitzpatrick (incorporated herein by reference  to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q  filed May 23, 2007, File No. 333-115490) **                                                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.6   |   | Employment Agreement dated December 11, 2006, between WII  Components, Inc. (as successor-in-interest to WII Merger Corporation),  WII Holding, Inc. and Dale Herbst (incorporated herein by reference to  Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed  May 23, 2007, File No. 333-115490) **                                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.7   |   | Employment Agreement dated December 11, 2006, between WII  Components, Inc. (as successor-in-interest to WII Merger Corporation),  WII Holding, Inc. and Joe Beyer (incorporated herein by reference to  Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed  May 23, 2007, File No. 333-115490) **                                                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.8   |   | Restricted Stock Agreement dated  August 31, 2007, between WII Holding, Inc. and John Fitzpatrick (incorporated herein by reference to  Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed  November 13, 2007, File No. 333-115490) **                                                                                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.9   |   | Restricted Stock Agreement dated  August 31, 2007, between WII Holding, Inc. and Dale Herbst (incorporated herein by reference to  Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed  November 13, 2007, File No. 333-115490) **                                                                                                                                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.10  |   | Restricted Stock Agreement dated  August 31, 2007, between WII Holding, Inc. and Joe Beyer (incorporated herein by reference to  Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed  November 13, 2007, File No. 333-115490) **                                                                                                                                                                                                                                                  |

 

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| 10.11  |   | Amendment  No. 3 To The Credit Agreement, dated as of February 19, 2008, by  and among WII Components, Inc., as Borrower, the lenders party thereto  and Credit Suisse, acting through one or more of its branches, or any  Affiliate thereof, as Administrative Agent, Swing Line Lender, an L/C Issuer  and Collateral Agent (incorporated herein by reference to Exhibit 10.1  to the Company’s Form 8-K filed February 20, 2007, File  No. 333-115490) |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.12  |   | Amendment  No. 2 To The Credit Agreement, dated as of June 12, 2007, by and  among WII Components, Inc., as Borrower, the lenders party thereto and  Credit Suisse, acting through one or more of its branches, or any Affiliate  thereof, as Administrative Agent, Swing Line Lender, an L/C Issuer and  Collateral Agent.                                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.13  |   | Purchase  and Exchange Agreement dated April 9, 2003 by and among WII  Holdings, Inc. and The Investors and Management Stockholders as defined  therein (incorporated herein by reference to Exhibit 2.1 to the  Company’s Registration Statement on Form S-4, as amended, File  No. 333-115490)                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.14  |   | Amended  and Restated Credit Agreement dated as of September 23, 2005 by and  among WII Components, Inc., Antares Capital Corporation, and the  Financial Institutions party thereto (incorporated herein by reference to  Exhibit 10.14 to the Company’s Quarterly Report on Form 10-Q, as  amended, File No. 333-115490)                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.15  |   | Bonus Letter Agreement between the Company and John Fitzpatrick,  dated May 31,2006 **                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.16  |   | Option Agreement dated May 31, 2006, between the Company and  John Fitzpatrick**                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.17  |   | Option Agreement dated May 31, 2006, between the Company and  John Fitzpatrick**                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 12.1   |   | Statement  Regarding Computation of Ratio of Earnings to Fixed Charges (incorporated by  reference to Exhibit 12.1 to the Company’s Annual Report on  Form 10-K for the years ended December 31, 2007).                                                                                                                                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 21.1   |   | Subsidiaries  of the Registrant (incorporated herein by reference to Exhibit 21.1 to  the Company’s Amendment No. 1 to the Registration Statement on  Form S-4, as amended, File No. 333-115490)                                                                                                                                                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| *31.1  |   | Certification  of Chief Financial Officer, Treasurer, and Secretary of WII  Components, Inc., pursuant to Rules 13a-15(e) and 15d-15(e),  as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| *31.2  |   | Certification  of President and Chief Executive Officer of WII Components, Inc.,  pursuant to Rules 13a-15(e) and 15d-15(e), as adopted pursuant to  Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 32.1   |   | Certification  of Chief Financial Officer, Treasurer, and Secretary of WII  Components, Inc., pursuant to 18 U.S.C. Section 1350, as adopted  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 32.2   |   | Certification  of President and Chief Executive Officer of WII Components, Inc.,  pursuant to 18 U.S.C. Section 1350, as adopted pursuant to  Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                         |

 

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*Filed herewith.

**Compensation arrangement.

 

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**Signatures**

 

Pursuantto the requirements of Section 13 or 15(d) of the Securities ExchangeAct of 1934, the Registrant has duly caused this Amendment No. 1 to AnnualReport to be signed on its behalf by the undersigned thereunto duly authorized,this 14th day of August 2008:

 
|   | **WII  COMPONENTS, INC.** |
|--------|---------------------------|
|   |                      |
|   | By:                       |  /s/  John Fitzpatrick |
|   |                      | John  Fitzpatrick, President and Chief Executive Officer |

 

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