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Overhill Farms 10-K 2011 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No.1)
(Mark One)
For the fiscal year ended October 2, 2011
OR
For the transition period from ________ to ________
Commission file number1-16699
OVERHILL FARMS, INC.
(Exact name of registrant as specified in its charter)
(323) 582-9977
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
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 whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). 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, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
(Do not check if smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
The aggregate market value of voting common equity held by non-affiliates of the registrant, on April 1, 2011, which was the last trading day of the registrant’s second fiscal quarter ended April 3, 2011, was approximately $52.7 million based on a closing price of $6.08 per share on such date on the NYSE AMEX. For purposes of this computation, all executive officers, directors and 10% beneficial owners of the registrant are deemed to be affiliates. Such determination should not be deemed an admission that such executive officers, directors and 10% beneficial owners are affiliates. The registrant has no non-voting common equity.
There were 15,823,271 shares of the registrant’s common stock, $.01 par value, outstanding as of December 14, 2011.
Documents Incorporated By Reference: None
EXPLANATORY NOTE
Overhill Farms, Inc. (the "Company") is filing this Amendment No. 1 on Form 10-K/A ("Amendment No. 1") solely to include XBRL (Extensible Business Reporting Language) information in Exhibit 101 that was excluded from our filed Annual Report on Form 10-K for the fiscal year ended October 2, 2011. This Amendment No. 1 makes no other changes to the Annual Report on Form 10-K as filed with the Securities and Exchange Commission on December 15, 2011.
Exhibit 101 provides the following items formatted in eXtensible Business Reporting Language (XBRL): (i) Balance Sheets at October 2, 2011 and September 26, 2010; (ii) Statements of Income for the Fiscal Years Ended October 2, 2011, September 26, 2010 and September 27, 2009; (iii) Statements of Shareholders' Equity for the Fiscal Years Ended October 2, 2011, September 26, 2010 and September 27, 2009; (iv) Statements of Cash Flows for the Fiscal Years Ended October 2, 2011, September 26, 2010 and September 27, 2009; (v) Notes to Consolidated Financial Statements; and (vi) Schedule II—Valuation and Qualifying Accounts.
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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized, on December 23, 2011.
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