UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
| R | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
| For the quarterly period ended June 30, 2013 | |
| or | |
| £ | 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: 0-261
Alico, Inc.
| (Exact name of registrant as specified in its charter) |
| Florida | 59-0906081 |
| (State or other jurisdiction of | (I.R.S. Employer |
| incorporation or organization) | Identification No.) |
| 10070 Daniels Interstate Court, Fort Myers, FL | 33913 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 239-226-2000
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. R Yes £ 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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). R Yes £ No
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 the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated file £ | Accelerated filer R | Non-accelerated filer £ | Smaller reporting company £ |
| (Do not check if a 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 R No
There were 7,304,007 shares of common stock, par value $1.00 per share, outstanding as of August 1, 2013.
Explanatory Note
This Form 10-Q/A Amendment No. 1 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2013, as originally filed on August 6, 2013 (the “Original Filing”), is being filed for the sole purpose of refiling certain exhibits thereto as follows:
Item 6. Exhibits
| 31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32.1 | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350. | |
| 32.2 | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350. | |
Except as expressly noted herein, this Form 10-Q/A Amendment No. 1 does not modify or update in any way disclosures made in the Original Filing. Accordingly, this Form 10-Q/A Amendment No. 1 should be read in conjunction with the Original Filing and our other filings made with the SEC on or subsequent to August 6, 2013.
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ITEM 6. Exhibits
| Exhibit No. | Description of Exhibit | ||
| 3.1 | Restated Certificate of Incorporation, dated February 17, 1972 | (Incorporated by reference to Alico’s Registration Statement on Form S-1 dated February 24, 1972, Registration No. 2-43156) | |
| 3.2 | By-Laws of Alico, Inc. , amended and restated | (Incorporated by reference to Exhibit 3.1 of the Company’s current report on Form 8-K, filed with the Commission on January 25, 2013). | |
| 10.1 | * |
Change in Control Agreement dated March 27, 2013 between Alico, Inc. and JD Alexander |
(Incorporated by reference to Exhibit 10.1 of the Company’s quarterly report on Form 10-Q filed with the Commission on May 6, 2013) |
| 10.2 | * | Change in Control Agreement dated March 27, 2013 between Alico, Inc. and Kenneth Smith, Ph.D. | (Incorporated by reference to Exhibit 10.2 of the Company’s quarterly report on Form 10-Q filed with the Commission on May 6, 2013) |
| 10.3 | * | Change in Control Agreement dated March 27, 2013 between Alico, Inc. and W. Mark Humphrey | (Incorporated by reference to Exhibit 10.3 of the Company’s quarterly report on Form 10-Q filed with the Commission on May 6, 2013) |
| 10.4 | * | Change in Control Agreement dated March 27, 2013 between Alico, Inc. and Steven C. Lewis | (Incorporated by reference to Exhibit 10.4 of the Company’s quarterly report on Form 10-Q filed with the Commission on May 6, 2013) |
| 10.5 | * | Form of Indemnification Agreement | (Incorporated by reference to Exhibit 10.5 of the Company’s quarterly report on Form 10-Q filed with the Commission on May 6, 2013) |
| 10.6 | * | Management Security Plan(s) Trust Agreement | (Incorporated by reference to Exhibit 10.6 of the Company’s quarterly report on Form 10-Q filed with the Commission on May 6, 2013) |
| 10.7 | Fourth Amendment to Credit Agreement with Rabo Agrifinance, Inc. dated April 1, 2013 | (Incorporated by reference to Exhibit 10.7 of the Company’s quarterly report on Form 10-Q filed with the Commission on May 6, 2013) | |
| 31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | Filed herewith | |
| 31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | Filed herewith | |
| 32.1 | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350. | Furnished herewith | |
| 32.2 | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350. | Furnished herewith | |
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| 101.INS | ** | XBRL Instance Document | *** |
| 101.SCH | ** | XBRL Taxonomy Extension Schema Document | *** |
| 101.CAL | ** | XBRL Taxonomy Calculation Linkbase Document | *** |
| 101.DEF | ** | XBRL Taxonomy Definition Linkbase Document | *** |
| 101.LAB | ** | XBRL Taxonomy Label Linkbase Document | *** |
| 101.PRE | ** | XBRL Taxonomy Extension Presentation Linkbase Document | *** |
| * | Denotes a management contract or compensatory plan, contract or arrangement. |
| ** | In accordance with Rule 406T of Regulation S-T, these XBRL (eXtensible Business Reporting Language) documents are furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability under these sections. |
| *** | Incorporated by reference to the respective exhibits to the Company’s quarterly report on Form 10-Q filed with the Commission on August 6, 2013. |
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SIGNATURES
Pursuant to the requirements 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.
| ALICO, INC. | ||||
| (Registrant) | ||||
| Date: August 8, 2013 | By: |
/s/JD Alexander | ||
| JD Alexander | ||||
| Chief Executive Officer and President | ||||
| Date: August 8, 2013 | By: |
/s/W. Mark Humphrey | ||
| W. Mark Humphrey | ||||
| Chief Financial Officer and Senior Vice President | ||||
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Index to Exhibits
| Exhibit No. | Description of Exhibit | ||
| 3.1 | Restated Certificate of Incorporation, dated February 17, 1972 | (Incorporated by reference to Alico’s Registration Statement on Form S-1 dated February 24, 1972, Registration No. 2-43156) | |
| 3.2 | By-Laws of Alico, Inc. , amended and restated | (Incorporated by reference to Exhibit 3.1 of the Company’s current report on Form 8-K, filed with the Commission on January 25, 2013). | |
| 10.1 | * |
Change in Control Agreement dated March 27, 2013 between Alico, Inc. and JD Alexander |
(Incorporated by reference to Exhibit 10.1 of the Company’s quarterly report on Form 10-Q filed with the Commission on May 6, 2013) |
| 10.2 | * | Change in Control Agreement dated March 27, 2013 between Alico, Inc. and Kenneth Smith, Ph.D. | (Incorporated by reference to Exhibit 10.2 of the Company’s quarterly report on Form 10-Q filed with the Commission on May 6, 2013) |
| 10.3 | * | Change in Control Agreement dated March 27, 2013 between Alico, Inc. and W. Mark Humphrey | (Incorporated by reference to Exhibit 10.3 of the Company’s quarterly report on Form 10-Q filed with the Commission on May 6, 2013) |
| 10.4 | * | Change in Control Agreement dated March 27, 2013 between Alico, Inc. and Steven C. Lewis | (Incorporated by reference to Exhibit 10.4 of the Company’s quarterly report on Form 10-Q filed with the Commission on May 6, 2013) |
| 10.5 | * | Form of Indemnification Agreement | (Incorporated by reference to Exhibit 10.5 of the Company’s quarterly report on Form 10-Q filed with the Commission on May 6, 2013) |
| 10.6 | * | Management Security Plan(s) Trust Agreement | (Incorporated by reference to Exhibit 10.6 of the Company’s quarterly report on Form 10-Q filed with the Commission on May 6, 2013) |
| 10.7 | Fourth Amendment to Credit Agreement with Rabo Agrifinance, Inc. dated April 1, 2013 | (Incorporated by reference to Exhibit 10.7 of the Company’s quarterly report on Form 10-Q filed with the Commission on May 6, 2013) | |
| 31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | Filed herewith | |
| 31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | Filed herewith | |
| 32.1 | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350. | Furnished herewith | |
| 32.2 | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350. | Furnished herewith | |
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| 101.INS | ** | XBRL Instance Document | *** | ||
| 101.SCH | ** | XBRL Taxonomy Extension Schema Document | *** | ||
| 101.CAL | ** | XBRL Taxonomy Calculation Linkbase Document | *** | ||
| 101.DEF | ** | XBRL Taxonomy Definition Linkbase Document | *** | ||
| 101.LAB | ** | XBRL Taxonomy Label Linkbase Document | *** | ||
| 101.PRE | ** | XBRL Taxonomy Extension Presentation Linkbase Document | *** | ||
|
* |
Denotes a management contract or compensatory plan, contract or arrangement. |
||||
| ** | In accordance with Rule 406T of Regulation S-T, these XBRL (eXtensible Business Reporting Language) documents are furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability under these sections. | ||||
| *** | Incorporated by reference to the respective exhibits to the Company’s quarterly report on Form 10-Q filed with the Commission on August 6, 2013. | ||||
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