SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2004
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 0-23486
NN, INC.
(Exact name of registrant as specified in its charter)
Delaware 62-1096725
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2000 Waters Edge Drive
Johnson City, Tennessee 37604
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (423) 743-9151
Securities registered pursuant to Section 12(b) of the Act:
Title of Name of each exchange
each class on which registered
---------------- -------------------------
None None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01
(Title of class)
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 and 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 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 an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
Yes [X] No [_]
The number of shares of the registrant's common stock outstanding on March
9, 2005 was 16,885,913.
The aggregate market value of the voting stock held by non-affiliates of
the registrant at March 9, 2005, based on the closing price on the NASDAQ
National Market System on that date was approximately $123,917,374.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement with respect to the 2005 Annual Meeting of
Stockholders are incorporated by reference in Part III of this Form 10-K.
EXPLANATORY NOTE
-------------------------
This Amendment to the Annual Report on Form 10-K for the year ended
December 31, 2004 of NN, Inc. is being filed solely to include as Exhibit 23.2
the corrected Consent of Independent Registered Public Accounting Firm.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused amendment to its annual
report on 10-K to be signed on its behalf by the undersigned, thereunto duly
authorized.
By: /S/ RODERICK R. BATY
-----------------------------------
Roderick R. Baty
Chairman and Director
Dated: April 4, 2005
Index to Exhibits
2.1 Asset Purchase Agreement dated April 14, 2003 among SKF
Holding Maatschappij Holland B.V., SKF B.V., NN, Inc. and NN
Netherlands B.V. (incorporated by reference to Exhibit 2.1 of
Form 8-K filed on May 16, 2003).
3.1 Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 of the Company's
Registration Statement No. 333-89950 on Form S-3 filed June 6, 2002)
3.2 Restated By-Laws of the Company (incorporated by reference to Exhibit
3.2 of the Company's Registration Statement No. 333-89950 on Form
S-3 filed June 6, 2002)
4.1 The specimen stock certificate representing the Company's Common
Stock, par value $0.01 per share (incorporated by reference to
Exhibit 4.1 of the Company's Registration Statement No. 333-89950
on Form S-3 filed June 6, 2002)
4.2 Article IV, Article V (Sections 3 through 6), Article VI (Section 2)
and Article VII (Sections 1 and 3) of the Restated Certificate of
Incorporation of the Company (included in Exhibit 3.1)
4.3 Article II (Sections 7 and 12), Article III (Sections 2 and 15) and
Article VI of the Restated By-Laws of the Company (included in Exhibit
3.2)
10.1 NN, Inc. Stock Incentive Plan and Form of Incentive Stock Option
Agreement pursuant to the Plan (incorporated by reference to Exhibit
10.1 of the Company's Registration Statement No. 333-89950 on Form
S-3/A filed July 15, 2002)*
10.2 Amendment No. 1 to the NN, Inc. Stock Incentive Plan (incorporated
by reference to Exhibit 4.6 of the Company's Registration Statement
No. 333-50934 on Form S-8 filed on November 30, 2000)*
10.3 Amendment No. 2 to the NN, Inc. Stock Incentive Plan (incorporated
by reference to Exhibit 4.7 of the Company's Registration Statement
No. 333-69588 on Form S-8 filed on September 18, 2001)*
10.4 Form of Non-Competition and Confidentiality Agreement for Executive
Officers of the Company (incorporated by reference to Exhibit 10.4
of the Company's Registration Statement No. 333-89950 on Form S-3/A
filed July 15, 2002)*
10.5 Form of Indemnification Agreement (incorporated by reference to
Exhibit 10.6 of the Company's Registration Statement No. 333-89950
on Form S-3/A filed July 15, 2002)
10.6 Form of Stock Option Agreement, dated December 7, 1998, between the
Company and the non-employee directors of the Company (incorporated by
reference to Exhibit 10.15 of the Company's Annual Report on Form
10-K filed March 31, 1999)*
10.7 Elective Deferred Compensation Plan, dated February 26, 1999
(incorporated by reference to Exhibit 10.16 of the Company's Annual
Report on Form 10-K filed March 31, 1999)*
10.8 Employment Agreement, dated August 1, 1997, between the Company
and Roderick R. Baty (incorporated by reference to Exhibit
10.14 of the Company's Form 10-Q filed November 14, 1997)*
10.9 Amendment No. 1 to Employment Agreement between the Company and
Roderick R. Baty, dated January 21, 2002 (incorporated by reference to
Exhibit 10.18 of the Company's Annual Report on Form 10-K filed
March 29, 2002)*
10.10 Change of Control and Noncompetition Agreement dated January 21,
2002 between the Company and Roderick R. Baty (incorporated by
reference to Exhibit 10.19 of the Company's Annual Report on Form
10-K filed March 29, 2002)*
10.11 Employment Agreement, dated May 7, 1998, between the Company and
Frank T. Gentry (incorporated by reference to Exhibit 10.14 of the
Company's Annual Report on Form 10-K filed March 31, 1999)*
10.12 Amendment No. 1 to Employment Agreement between the Company and Frank
T. Gentry, dated January 21, 2002 (incorporated by reference to
Exhibit 10.16 of the Company's Annual Report on Form 10-K filed March
29, 2002)*
10.13 Change of Control and Noncompetition Agreement dated January 21, 2002
between the Company and Frank T. Gentry (incorporated by reference to
Exhibit 10.17 to the Company's Annual Report on Form 10-K filed March
29, 2002)*
10.14 Employment Agreement, dated January 21, 2002, between the Company and
Robert R. Sams (incorporated by reference to Exhibit 10.20 of the
Company's Annual Report on Form 10-K filed March 29, 2002)*
10.15 Change of Control and Noncompetition Agreement dated January 21, 2002
between the Company and Robert R. Sams (incorporated by reference to
Exhibit 10.21 of the Company's Annual Report on Form 10-K filed March
29, 2002)*
10.16 Employment Agreement dated January 21, 2002, between the Company and
William C. Kelly, Jr. (incorporated by reference to Exhibit 10.22 of
the Company's Annual Report on Form 10-K filed March 29, 2002)*
10.17 Change of Control and Noncompetition Agreement, dated January 21,
2002, between the Company and William C. Kelly, Jr. (incorporated by
reference to Exhibit 10.23 of the Company's Annual Report on Form 10-K
filed March 29, 2002)*
10.18 NN Euroball, ApS Shareholder Agreement dated April 6, 2000 among NN,
Inc., AB SKF and FAG Kugelfischer Georg Shafer AG (incorporated by
reference to Exhibit 10.26 of the Company's Annual Report on Form 10-K
filed March 29, 2002)
10.19 Frame Supply Agreement between Euroball S.p.A., Kugelfertigung Eltmann
GmbH, NN Euroball Ireland Ltd. and Ascometal effective January 1, 2002
(We have omitted certain information from the Agreement and filed it
separately with the Securities and Exchange Commission pursuant to our
request for confidential treatment under Rule 24b-2. We have
identified the omitted confidential information by the following
statement, "Confidential portions of material have been omitted and
filed separately with the Securities and Exchange Commission," as
indicated throughout the document with an asterisk in brackets ([*]))
(incorporated by reference to Exhibit 10.26 of the Company's Annual
Report on Form 10-K filed March 31, 2003)
10.23 Amendment No. 3 to NN, Inc. Stock Incentive Plan as ratified by the
shareholders on May 15, 2003 amending the Plan to permit the issuance
of awards under the Plan to directors of the Company (incorporated by
reference to Exhibit 10-1 of the Company's Quarterly Report on Form
10-Q filed August 14, 2003)*
10.24 Credit Agreement dated as of May 1, 2003 among NN, Inc., and NN
Euroball as the Borrowers, the Subsidiaries as Guarantors, the Lenders
as identifies therein, AmSouth Bank as Administrative Agent, and
SunTrust Bank as Documentation Agent and Euro Loan Agent (incorporated
by reference to Exhibit 10.2 of the Company's Quarterly Report on Form
10-Q filed August 14, 2003)
10.25 Supply Agreement between NN Euroball ApS and AB SKF dated April 6,
2000. (We have omitted certain information from the Agreement and
filed it separately with the Securities and Exchange Commission
pursuant to our request for confidential treatment under Rule 24b-2.
We have identified the omitted confidential information by the
following statement, "Confidential portions of material have been
omitted and filed separately with the Securities and Exchange
Commission, " as indicated throughout the document with a n asterisk
in brackets([*]) (incorporated by reference to Exhibit 10.3 of the
Company's Quarterly Report on Form 10-Q filed August 14, 2003)
10.26 Global Supply Agreement among NN, Inc., NN Netherlands B.V. and SKF
Holding Maatschappij Holland B.V. dated April 14, 2003. (We have
omitted certain information from the Agreement and filed it separately
with the Securities and Exchange Commission pursuant to our request
for confidential
treatment under Rule 24b-2. We have identified the omitted
confidential information by the following statement, "Confidential
portions of material have been omitted and filed separately with the
Securities and Exchange Commission, " as indicated throughout the
document with a n asterisk in brackets([*])(incorporated by reference
to Exhibit 10.4 of the Company's Quarterly Report on Form 10-Q filed
August 14, 2003)
10.27 Amendment No. 4 dated November 12, 2004, to the Credit Agreement dated
May 1, 2003, among NN, Inc. and NN Europe ApS as the Borrowers, the
subsidiaries as Guarantors, the Lenders as identified therein, Am
South Bank as Administrative Agent and SunTrust Bank as Documentation
Agent and Euro Loan Agent.
10.28 Note Purchase Agreement dated April 22, 2004 among NN, Inc. as the
Borrower and its Subsidiary Guarantors and the Prudential Insurance
Company of America as Agent for the Purchase.
21.1 List of Subsidiaries of the Company.
23.1 Consent of PricewaterhouseCoopers LLP, Independent Registered Public
Accounting Firm
23.2** Consent of KPMG, LLP, Independent Registered Public Accounting Firm
31.1** Certification of Chief Executive Officer pursuant to Section 302 of
Sarbanes-Oxley Act
31.2** Certification of Chief Financial Officer pursuant to Section 302 of
Sarbanes-Oxley Act
32.1 Certification of Chief Executive Officer pursuant to Section 906 of
Sarbanes-Oxley Act
32.2 Certification of Chief Financial Officer pursuant to Section 906 of
Sarbanes-Oxley Act
--------------
* Management contract or compensatory plan or arrangement.
** Filed herewith.