UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 

 
FORM 10-K/A
(Amendment No. 2)
 

 
x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
FOR THE FISCAL YEAR ENDED December 31, 2007
 
OR
 
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from _______________ to _______________
 
 
COMMISSION FILE NUMBER:  001-33279
 

 
NTR ACQUISITION CO.
(Exact name of registrant as specified in its charter)
 

 
Delaware
 
13-4335685
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
 
100 Mill Plain Road, Suite 320
Danbury, CT  06811
(Address of principal executive office)
 
(203) 546-3437
(Registrant’s telephone number, including area code)
 

 
Securities Registered Pursuant to Section 12(b) of the Act:
 
Title of each Class
 
Name of each Exchange on which Registered
 
 
Units, each consisting of one share of Common Stock, $0.001 par value, and One Warrant
 
American Stock Exchange
 
 
Common Stock, $0.001 par value
 
American Stock Exchange
 
 
Warrants to Purchase Common Stock
 
American 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  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.
 

 
 
 

 
 
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.
 
1

 
 
Item 15.  Exhibits and Financial Statement Schedules.
 
Exhibits
 
See Exhibit Index.
 
2

 
 
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.
 
 
NTR Acquisition Co.
   
   
Dated: October 24, 2008
By:
/s/ Mario E. Rodriguez
   
Mario E. Rodriguez
Director and Chief Executive Officer
 
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:
 
         
Signature
  
Title
 
Date
     
     
/s/ Mario E. Rodriguez
  
Director and Chief Executive Officer
 
October 24, 2008
Mario E. Rodriguez
       
     
     
/s/ D. Duane Gilliam
  
Chairman of the Board of Directors
 
October 24, 2008
D. Duane Gilliam
       
     
     
/s/ William E. Hantke
  
Vice Chairman of the Board of Directors and
 
October 24, 2008
William E. Hantke
 
Principal Financial Officer
   
     
     
/s/ Henry M. Kuchta
  
Director, President and Chief Operating Officer
 
October 24, 2008
Henry M. Kuchta
       
     
     
/s/ Maureen A. Hendricks
  
Director
 
October 24, 2008
Maureen A. Hendricks
       
     
     
/s/ Buford H. Ortale
  
Director
 
October 24, 2008
Buford H. Ortale
       
     
     
/s/ Randal K. Quarles
  
Director
 
October 24, 2008
Randal K. Quarles  
       
 
3

 
EXHIBIT INDEX
 
Exhibit
No.
Description
 
31.1
Certification of Chief Executive Officer Pursuant to SEC Rule 13a-14(a)/15d-14(a)
 
31.2
Certification of Principal Financial Officer Pursuant to SEC Rule 13a-14(a)/15d-14(a)
 
32.1
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350
 
32.2
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350
 
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