SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
| For the fiscal year ended November 30, 2004 | Commission File Number 1-15147 |
OMNOVA Solutions Inc.
(Exact name of registrant as specified in its charter)
| Ohio | 34-1897652 | |
| (State of Incorporation) | (I.R.S. Employer Identification No.) |
| 175 Ghent Road, Fairlawn, Ohio | 44333-3300 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (330) 869-4200
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Name of each exchange on which registered | |
| Common Stock, par value 10¢ per share | The New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None
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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes x No ¨
Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes x No ¨
The aggregate market value of the voting stock held by nonaffiliates of the registrant was $206,287,770, based on the closing price per share of $5.16 on May 28, 2004, the last business day of the registrant’s most recently completed second fiscal quarter.
As of January 14, 2005, there were 40,687,229 outstanding shares of the Company’s Common Stock, 10¢ par value.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the 2005 Proxy Statement of OMNOVA Solutions Inc. are incorporated into Part III of this Report.
Explanatory Note
On February 2, 2005, OMNOVA Solutions Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K for the year ended November 30, 2004 (the “Annual Report”).
This Amendment No. 1 to Form 10-K (“Amendment No. 1”) of OMNOVA Solutions Inc. is being filed solely to revise the last sentence of the first paragraph of Management’s Assessment of Internal Control Over Financial Reporting, appearing on page 27 of the Annual Report and incorporated by reference into Item 9A of such report. As filed, the last sentence of the first paragraph of Management’s Assessment of Internal Control Over Financial Reporting inadvertently states that COSO’s Internal Control – Integrated Framework consists of eight components: internal environment, objective setting, event identification, risk assessment, risk response, control activities, information and communication, and monitoring. This framework actually consists of five components, as follows: control environment, risk assessment, control activities, information and communications, and monitoring. Accordingly, the last sentence of the first paragraph of Management’s Assessment of Internal Control Over Financial Reporting has been revised to correct this misstatement, and the complete text of such assessment, as revised, is provided below.
Management’s Assessment of Internal Control Over Financial Reporting
Management of OMNOVA Solutions Inc. is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). In evaluating the Company’s internal control over financial reporting, management has adopted the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). This framework consists of five components: control environment, risk assessment, control activities, information and communications, and monitoring.
Under the supervision and with the participation of the Company’s management, including the principle executive officer and principle financial officer, the Company conducted an assessment of the effectiveness of the Company’s internal control over financial reporting. Management has determined that the Company’s internal control over financial reporting is effective as of November 30, 2004.
Management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of November 30, 2004 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report, which is included herein.
Item 9A. Controls and Procedures
Management of the Company, including the Chief Executive Officer and the Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures as of November 30, 2004, and, based on this evaluation, has determined that the Company’s disclosure controls and procedures are effective. Further, during the quarter ended November 30, 2004, there were no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. Management’s annual report on the Company’s internal control over financial reporting is set forth above in this Amendment No. 1 and is incorporated herein by reference, and the attestation report of the Company’s independent registered public accounting firm is set forth on page 28 of the Annual Report and is incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.
| February 24, 2005 |
OMNOVA Solutions Inc. | |||
| By: | /s/ J. C. LeMay | |||
| J. C. LeMay | ||||
| Senior Vice President, | ||||
| Business Development; | ||||
| General Counsel | ||||
Pursuant to the requirements of the Securities Exchange Act of 1934, this Amendment No. 1 to this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||
| /s/ K. M. McMullen |
Chairman, Chief Executive Officer and President |
February 24, 2005 | ||
| K. M. McMullen |
||||
| /s/ M. E. Hicks |
Senior Vice President and Chief Financial Officer; Treasurer | February 24, 2005 | ||
| M. E. Hicks |
||||
| * |
Director | February 24, 2005 | ||
| E. P. Campbell |
||||
| * |
Director | February 24, 2005 | ||
| D. A. Daberko |
||||
| * |
Director | February 24, 2005 | ||
| D. J. D’Antoni |
||||
| * |
Director | February 24, 2005 | ||
| D. E. McGarry |
||||
| * |
Director | February 24, 2005 | ||
| S. W. Percy |
||||
| * |
Director | February 24, 2005 | ||
| R. B. Pipes |
||||
| * |
Director | February 24, 2005 | ||
| W. R. Seelbach |
| * Signed by the undersigned as attorney-in-fact and agent for the Directors indicated. |
||||
| /s/ K. C. Syrvalin |
||||
| K. C. Syrvalin |
February 24, 2005 | |||
EXHIBIT INDEX
OMNOVA Solutions Inc. Amendment No. 1 to Form 10-K
For the Year Ended November 30, 2004
| 31.1 | Principal Executive Officer’s Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 31.2 | Principal Executive Officer’s Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |