UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-K/A
(Amendment
No. 2)
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ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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FOR
THE FISCAL YEAR ENDED December 31, 2007
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OR
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o
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For the
transition period from _______________ to _______________
COMMISSION
FILE NUMBER: 001-33279
NTR
ACQUISITION CO.
(Exact
name of registrant as specified in its charter)
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Delaware
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13-4335685
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification No.)
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100
Mill Plain Road, Suite 320
Danbury,
CT 06811
(Address
of principal executive office)
(203)
546-3437
(Registrant’s
telephone number, including area code)
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Securities
Registered Pursuant to Section 12(b) of the Act:
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Title
of each Class
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Name
of each Exchange on which Registered
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Units,
each consisting of one share of Common Stock, $0.001 par value, and One
Warrant
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American
Stock Exchange
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Common
Stock, $0.001 par value
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American
Stock Exchange
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Warrants
to Purchase Common Stock
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American
Stock Exchange
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Securities
Registered Pursuant to Section 12(g) of the Act:
None
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Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.
Yes
o
No
x
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
o
No
x
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
o
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.
x
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one):
Large
accelerated filer
o
Accelerated filer
o
Non-accelerated filer
x
Indicate
by check mark if whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
Yes
x
No
o
Based on
the closing price as reported on the American Stock Exchange, the aggregate
market value of the Registrant’s common stock held by non-affiliates on March
11, 2008 was approximately $236.7 million. Shares of common stock
held by each executive officer and director and by each stockholder affiliated
with a director or an executive officer have been excluded from this calculation
because such persons may be deemed to be affiliates. This determination of
affiliate status is not necessarily a conclusive determination for other
purposes.
The
number of outstanding shares of the Registrant’s common stock as of March 11,
2008 was 24,557,205 (excluding 6,000,000 shares of common stock owned by our
founding shareholders, as such shares do not have liquidation
rights).
Documents
Incorporated by Reference
Registrant’s
Registration Statement on Form S-1 (File No. 333-135394).
Registrant’s
Revised Preliminary Proxy Statement on Schedule 14A (File No.
001-33279).
NTR
ACQUISITION CO.
AMENDMENT
NO. 2 TO FORM 10-K
Year
Ended December 31, 2007
Explanatory
Note
This
Amendment No. 2 (“Amendment No. 2”) to the Annual Report on
Form 10-K (“Form 10-K”) of NTR Acquisition Co. (the “Company”) for the
fiscal year ended December 31, 2007, previously filed on March 12,
2008 is being filed in order to revise management’s conclusions regarding the
effectiveness of the Company’s disclosure controls and procedures as of December
31, 2007. Upon further review and correspondence with the U.S.
Securities and Exchange Commission, management has concluded that while we
performed an assessment of the Company’s internal control over financial
reporting as of December 31, 2007 and concluded that they were effective as of
the time of our original filing, management failed to disclose the results of
its conclusion in the original filing of Form 10-K. Given the failure
to disclose management’s conclusion regarding the effectiveness of its internal
controls, the Company’s disclosure controls and procedures were ineffective as
of December 31, 2007. This deficiency has now been
addressed. This Amendment No. 2 revises only Item 9A(T) of
Part II and does not reflect events occurring after the filing of the Form
10-K or modify or update any disclosures that may have been affected
by subsequent events. Consequently, all other information is
unchanged and reflects the disclosures made at the time of the filing
of the Form 10-K (which continues to speak as of the date
thereof). Please read all of our filings with the Commission in
conjunction with this Amendment No. 2.
As used
in this Amendment No. 2, the terms “we,” “us” or “our” refer to NTR
Acquisition Co.
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Page
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PART II
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1
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PART IV
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2
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3
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Item
9A(T).
Controls and
Procedures
Evaluation
of Disclosure Controls and Procedures
As of
December 31, 2007, we, including our chief executive officer and our principal
financial officer, evaluated the effectiveness of the design and operation of
our disclosure controls and procedures. We are amending our original
conclusion regarding the effectiveness of the Company’s disclosure controls and
procedures. Based on further review and correspondence with the U.S.
Securities and Exchange Commission, our chief executive officer and principal
financial officer have concluded that our disclosure controls and procedures
were ineffective as of December 31, 2007 because we failed to disclose in this
section the results of our evaluation of our internal controls on financial
reporting. We have since reviewed and revised our disclosure controls
and procedures to ensure compliance with all disclosure
requirements.
Management’s
Annual Report on Internal Control Over Financial Reporting
The
Company’s management is responsible for establishing and maintaining adequate
internal control over financial reporting as defined in Rules 13a-15(f) and
15d-15(f) under the Exchange Act. A company’s internal control over
financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted
accounting principles. Internal control over financial reporting
includes those policies and procedures that (i) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the Company; (ii) provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the Company are
being made only in accordance with authorizations of management and directors of
the Company; and (iii) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use, or disposition of the
Company’s assets that could have a material effect on the interim or annual
financial statements. Because of its inherent limitations, internal
control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
The
Company’s management, with the participation of its chief executive officer and
principal financial officer, conducted an evaluation of the effectiveness of the
Company’s internal control over financial reporting as of December 31, 2007
based on the framework in Internal Control-Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway
Commission. Based on this assessment, the Company’s management
concluded that, as of December 31, 2007, the Company’s internal control over
financial reporting was effective based on those criteria.
This
Annual Report does not include an attestation report of the Company’s registered
public accounting firm regarding internal control over financial
reporting. Management’s report was not subject to attestation by the
Company’s registered public accounting firm pursuant to temporary rules of the
SEC that permit the Company to provide only management’s report in this Annual
Report.
Changes
in Internal Control Over Financial Reporting
There
were no changes to the Company’s internal control over financial reporting
during the year ended December 31, 2007 that have materially affected, or are
reasonably likely to materially affect, the Company’s internal control over
financial reporting.
Item
15. Exhibits and Financial Statement Schedules.
Exhibits
See Exhibit
Index.
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. 2 to the Annual Report on Form
10-K to be signed on its behalf by the undersigned, thereunto duly
authorized.
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NTR
Acquisition Co.
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Dated:
October 24, 2008
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By:
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/s/
Mario E. Rodriguez
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Mario
E. Rodriguez
Director
and Chief Executive Officer
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Pursuant to the
requirements of the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated:
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Director
and Chief Executive Officer
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October
24, 2008
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Mario
E. Rodriguez
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Chairman
of the Board of Directors
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October
24, 2008
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D.
Duane Gilliam
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Vice
Chairman of the Board of Directors and
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October
24, 2008
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William
E. Hantke
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Principal
Financial Officer
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Director,
President and Chief Operating Officer
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October
24, 2008
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Henry
M. Kuchta
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Director
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October
24, 2008
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Maureen
A. Hendricks
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Director
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October
24, 2008
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Buford
H. Ortale
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Director
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October
24, 2008
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Randal
K. Quarles
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EXHIBIT
INDEX
Exhibit
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31.1
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Certification
of Chief Executive Officer Pursuant to SEC Rule
13a-14(a)/15d-14(a)
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31.2
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Certification
of Principal Financial Officer Pursuant to SEC Rule
13a-14(a)/15d-14(a)
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32.1
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Certification
of Chief Executive Officer Pursuant to 18 U.S.C. Section
1350
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32.2
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Certification
of Principal Financial Officer Pursuant to 18 U.S.C. Section
1350
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