Rock-Tenn Company 10-K 2011
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Amendment No. 2)
For the fiscal year ended September 30, 2010
For the transition period from to
Commission File Number: 1-12613
(Exact Name of Registrant as Specified in Its Charter)
Registrants telephone number, including area code: (770) 448-2193
Securities registered pursuant to section 12(b) of the Act:
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 x No ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ¨ No x
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or Section 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 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 ¨
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 registrants 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. ¨
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 definition of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
The aggregate market value of the common equity held by non-affiliates of the registrant as of March 31, 2011, the last day of the registrants most recently completed second fiscal quarter (based on the closing price of $69.35 per share of Class A Common Stock as reported on the New York Stock Exchange on such date), was approximately $2,589 million.
As of March 31, 2011 the registrant had 39,408,674 shares of Class A Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE: None
We are filing this Amendment No. 2 to the Annual Report on Form 10-K of Rock-Tenn Company (the Company) for the year ended September 30, 2010, which was originally filed with the Securities and Exchange Commission on November 22, 2010, as amended on April 5, 2011, (the Original Form 10-K) solely to include as Exhibit 3.4 the Articles of Amendment to the Registrants Restated and Amended Articles of Incorporation effective February 10, 1994.
No other information in the Original Form 10-K is amended hereby. The information in this Form 10-K/A has not been updated to reflect events that occurred after the filing of the Original Form 10-K.
Item 15. Exhibits
* Management contract or compensatory plan or arrangement.
(1) Filed herewith as part of this Amendment No. 2 on Form 10-K/A.
(2) Included as part of the original Form 10-K filed on November 22, 2010.
(3) Included as part of Form 10-K/A (Amendment No. 1) filed on April 5, 2011.
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.