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Delaware
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62-1518973
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification No.)
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1001
Tillman Street, Memphis, Tennessee
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38112
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(Address
of principal executive offices)
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(Zip
Code)
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Title
of Each Class
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Name
of Each Exchange on which Registered
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Common
Stock, par value $0.1 per share
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New
York Stock Exchange
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Large
accelerated filer
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Accelerated
filer S
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Non-accelerated
filer
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Name
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Age
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Position
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Elected
to Present Position
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John
B. Crowe
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60
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Chairman
of the Board, Chief Executive Officer and Director
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July
2006
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Kristopher
J. Matula
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45
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President,
Chief Operating Officer and Director
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July
2006
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Charles
S. Aiken
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57
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Sr.
Vice President, Manufacturing
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October
2003
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Jeffery
T. Cook
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45
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Sr.
Vice President, Marketing
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February
2006
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Sheila
Jordan Cunningham
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55
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Sr.
Vice President, General Counsel and Secretary
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April
2000
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Steven
G. Dean
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51
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Sr.
Vice President and Chief Financial Officer
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July
2007
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Douglas
L. Dowdell
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49
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Sr.
Vice President, Specialty Fibers
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February
2006
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William
M. Handel
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61
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Sr.
Vice President, Lean Enterprise
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February
2006
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Paul
N. Horne
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52
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Sr.
Vice President, Product and Market Development
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February
2006
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Marko
M. Rajamaa
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46
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Sr.
Vice President, Nonwovens
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October
2006
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(a)
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(1)
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Financial
Statements
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-
See Index to Consolidated Financial Statements and Schedule on page
F-1 of
Form 10-K for year ended June 30, 2007 file no. 001-14030, filed
on
September 6, 2007
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(2)
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Financial
Statement Schedules
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-
See Index to Consolidated Financial Statements and Schedule on page
F-1 of
Form 10-K for year ended June 30, 2007 file no. 001-14030, filed
on
September 6, 2007. All other financial statement schedules are omitted
as
the information is not required or because the required information
is
presented in the financial statements or the notes
thereto.
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(3)
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Listing
of Exhibits. See exhibits listed under Item
15(b).
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Exhibit
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Incorporation
by Reference or
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Numbers
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Description
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Filed
Herewith
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3.1
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Second
Amended and Restated Certificate of Incorporation
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Exhibit
3.1 to Form 10-Q for quarter ended December 31, 1997 file no. 001-14030,
filed on February 13, 1998
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3.1(a)
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Articles
of Amendment to the Second Amended and Restated Certificate of
Incorporation
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Exhibit
3.1(a) to Form S-4 file no. 333-59267, filed on July 16,
1998
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3.2
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Amended
and Restated By-laws
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Exhibit
3.2 to Form 10-Q for quarter ended March 31, 2006 file no. 001-14030,
filed on April 27,2006
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4.1
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First
Amendment to the Rights Agreement
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Form
8-A to Form 10-K for year ended June 30, 1997 file no. 001-41030,
filed on
September 26, 1997
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4.2
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Indenture
for 9.25% Senior Subordinated Notes due 2008, dated July 12,
1996
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Exhibit
4.2 to Form S-3 file no. 333-05139 filed on June 4,
1996
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4.3
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Indenture
for 8% Senior Subordinated Notes due 2010, dated June 11,
1998
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Exhibit
4.3 to Form S-4 file no. 333-59267, filed on July 16,
1998
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4.4
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Indenture
for 8.5% Senior Notes due 2013, dated September 22,
2003
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Exhibit
4.4 to Form S-4, file no. 333-110091, filed on October 30,
2003
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10.1
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Amended
and Restated 1995 Management Stock Option Plan
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Exhibit
10.1 to Form 10-K for year ended June 30, 1998 file no. 001-14030,
filed
on September 23, 1998
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10.2
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Second
Amended and Restated 1995 Incentive and Nonqualified Stock Option
Plan for
Management Employees
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Exhibit
10.2 to Form S-4 file no. 333-59267, filed on July 16,
1998
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10.3
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Form
of Management Stock Option Subscription Agreement
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Exhibit
10.3 to Form 10-K for year ended June 30, 1998 file no. 001-14030,
filed
on September 23, 1998
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10.4
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Form
of Stock Option Subscription Agreement
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Exhibit
10.4 to Form 10-K for year ended June 30, 1998 file no. 001-14030,
filed
on September 23, 1998
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10.5
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Amended
and Restated Formula Plan for Non-Employee Directors
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Exhibit
10.1 to Form 10-Q for quarter ended December 31, 2000 file no. 001-14030,
filed on February 6, 2001
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10.6
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Amendment
No. 1 to Timberlands Agreement dated January 1, 1999 by and Between
Buckeye Florida, Limited Partnership and Foley Timber and Land
Company. Certain portions of the Agreement have been omitted
pursuant to an Application for Confidential Treatment dated October
30,
1995
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Exhibit
10.1 to Form 10-Q/A for quarter ended March 31, 1999 file no.
001-14030, filed on May 12, 1999
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10.9
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Form
of Change in Control Agreement, dated August 8, 2006
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Exhibit
10.1 to Form 8-K filed no. 001-14030, filed on August 11,
2006
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10.10
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Amended
and Restated Credit Agreement dated July 25, 2007 among the Registrant;
Bank of America NA; Banc of America Securities LLC; Citizens Bank
of
Pennsylvania; Cobank, ACB; Regions Bank; and the other lenders party
thereto
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Exhibit
10.10 to Form 8-K file no. 001-14030, filed on July 31,
2007
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12.1
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Computation
of Ratio of Earnings to Fixed Charges
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Exhibit
12.1 to Form 10-K for year ended June 30, 2007 file no. 001-14030,
filed
on September 6, 2007
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21.1
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Subsidiaries
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Exhibit
21.1 to Form 10-K for year ended June 30, 2007 file no. 001-14030,
filed
on September 6, 2007
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23.1
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Consent
of Ernst & Young LLP
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Exhibit
23.1 to Form 10-K for year ended June 30, 2007 file no. 001-14030,
filed
on September 6, 2007
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31.1
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Section
302 Certification of Chief Executive Officer
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Filed
herewith
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31.2
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Section
302 Certification of Chief Financial Officer
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Filed
herewith
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32.1
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Section
1350 Certification of Chief Executive Officer
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Exhibit
32.1 to Form 10-K for year ended June 30, 2007 file no. 001-14030,
filed
on September 6, 2007
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32.2
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Section
1350 Certification of Chief Financial Officer
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Exhibit
32.2 to Form 10-K for year ended June 30, 2007 file no. 001-14030,
filed
on September 6, 2007
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By:
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/s/
John B. Crowe
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John
B. Crowe, Director, Chairman of the Board and Chief Executive
Officer
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Date:
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September
25, 2007
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1.
I have reviewed this annual report on Form 10-K of Buckeye
Technologies Inc. (the
“registrant”);
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2.
Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to
make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
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3.
Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash
flows of
the registrant as of, and for, the periods presented in this
report;
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4.
The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange
Act
Rules 13a-15(f) and 15d-15(f)) for the registrant and
have:
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(a)
Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others within
those
entities, particularly during the period in which this report is
being
prepared;
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(b)
Designed such internal control over financial reporting, or caused
such
internal control over financial reporting to be designed under our
supervision, 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;
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(c)
Evaluated the effectiveness of the registrant's disclosure controls
and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the
end of
the period covered by this report based on such evaluation;
and
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(d)
Disclosed in this report any change in the registrant's internal
control
over financial reporting that occurred during the registrant's most
recent
fiscal quarter that has materially affected, or is reasonably likely
to
materially affect, the registrant's internal control over financial
reporting; and
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5.
The registrant's other certifying officer and I have disclosed, based
on
our most recent evaluation of internal control over financial reporting,
to the registrant's auditors and the audit committee of the registrant's
board of directors (or persons performing the equivalent
functions):
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(a)
All significant deficiencies and material weaknesses in the design
or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record,
process, summarize and report financial information;
and
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(b)
Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control
over financial reporting.
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Dated
this 25th
day of September, 2007
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/s/
John B. Crowe
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John
B. Crowe
Chairman
of the Board and Chief Executive Officer
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1.
I have reviewed this annual report on Form 10-K of Buckeye
Technologies Inc. (the
“registrant”);
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2.
Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to
make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
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3.
Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash
flows of
the registrant as of, and for, the periods presented in this
report;
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4.
The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange
Act
Rules 13a-15(f) and 15d-15(f)) for the registrant and
have:
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|
|
(a)
Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others within
those
entities, particularly during the period in which this report is
being
prepared;
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|
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(b)
Designed such internal control over financial reporting, or caused
such
internal control over financial reporting to be designed under our
supervision, 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;
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(c)
Evaluated the effectiveness of the registrant's disclosure controls
and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the
end of
the period covered by this report based on such evaluation;
and
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(d)
Disclosed in this report any change in the registrant's internal
control
over financial reporting that occurred during the registrant's most
recent
fiscal quarter that has materially affected, or is reasonably likely
to
materially affect, the registrant's internal control over financial
reporting; and
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5.
The registrant's other certifying officer and I have disclosed, based
on
our most recent evaluation of internal control over financial reporting,
to the registrant's auditors and the audit committee of the registrant's
board of directors (or persons performing the equivalent
functions):
|
|
|
(a)
All significant deficiencies and material weaknesses in the design
or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record,
process, summarize and report financial information;
and
|
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|
(b)
Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control
over financial reporting.
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Dated
this 25th
day of September, 2007
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/s/
Steven G. Dean
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Steven
G. Dean
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Senior
Vice President and Chief Financial Officer
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