UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________________________
FORM 10-K/A
_________________________________________
| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended September 30, 2019
or
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number 001-37793
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Atkore International Group Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 90-0631463 | |
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) | |
16100 South Lathrop Avenue, Harvey, Illinois 60426
(Address of principal executive offices) (Zip Code)
708-339-1610
(Registrant's telephone number, including area code)
| Securities registered pursuant to Section 12(b) of the Act: | ||
| (Title of Each Class) | Trading symbol | (Name of Each Exchange on which Registered) |
| Common stock, par value $0.01 per share | ATKR | New York Stock Exchange |
| Securities registered pursuant to Section 12(g) of the Act: | None | |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
| Emerging growth company | ☐ | |||||
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act . ☐ | ||||||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☐
The aggregate market value of the voting and non-voting common equity of Atkore International Group Inc. held by non-affiliates as of the close of business as of March 29, 2019 was $983.1 million.
The number of shares of the registrant's common stock outstanding as of November 18, 2019 was 46,983,702 shares of common stock, par value $0.01 per share.
Documents incorporated by reference:
Portions of the registrant's proxy statement to be filed with the United States Securities and Exchange Commission in connection with the registrant's 2020 annual meeting of stockholders (the "Proxy Statement") are incorporated by reference into Part III hereof. Such Proxy Statement will be filed within 120 days of the registrant's fiscal year ended September 30, 2019.
This Amendment No. 1 on Form 10-K/A (this “Amendment”) is being filed by Atkore International Group Inc. (the “Company”) to amend its Annual Report on Form 10-K for the fiscal year ended September 30, 2019, initially filed on November 22, 2019 (the “Annual Report”), solely to add Exhibit 4.2 - “Description of Capital Stock of Atkore International Group Inc.” as a document filed as an exhibit to the Form 10-K.
As contemplated by Item 601(b)(4)(vi) of SEC Regulation S-K and Instruction 1 to such Item 601(b)(4)(vi), Exhibit 4.2 provides the information required by Item 202(a) through (d) and (f) of SEC Regulation S-K with respect to the shares of common stock, par value $0.01 per share (the “Common Stock”), of the Company. The Common Stock is the only class of securities of the Company registered under Section 12 of the Securities Exchange Act of 1934, as amended.
Except for the matter described above, this Amendment does not update or otherwise amend the Annual Report as previously filed. This Amendment does not update the Annual Report for changes in events, estimates or other developments subsequent to the date of the original filing of the Annual Report on November 22, 2019.
Exhibit Index
| Exhibit Number | Exhibit Description | |
| 4.2 | ||
| 31.1* | ||
| 31.2* | ||
| 32.1** | ||
| 32.2** | ||
| 101.INS* | XBRL Instance Document (formatted as inline XBRL and contained in Exhibit 101) | |
| 101.SCH* | XBRL Taxonomy Extension Schema (formatted as inline XBRL and contained in Exhibit 101) | |
| 101.CAL* | ||
| 101.DEF* | ||
| 101.LAB* | ||
| 101.PRE* | ||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | |
* Filed herewith.
** Previously furnished with our Annual Report on Form 10-K filed on November 22, 2019.
† Identifies each management contract or compensatory plan or arrangement.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| ATKORE INTERNATIONAL GROUP INC. | |||
| (Registrant) | |||
| Date: | February 4, 2020 | By: | /s/ David P. Johnson |
| Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | |||
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