SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
___________________________
FORM 10-K/A
ANNUAL REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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(Mark One) |
X | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2016
OR
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| 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 0-17196
MGP Ingredients, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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Kansas | 45-4082531 |
(State or Other Jurisdiction | (I.R.S. Employer |
of Incorporation or Organization) | Identification No.) |
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100 Commercial Street, Box 130, Atchison, Kansas | 66002 |
(Address of Principal Executive Offices) | (Zip Code) |
(913) 367-1480
Registrant’s telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class | Name of Each Exchange on Which Registered |
Common Stock, no par value | NASDAQ Global Select Market |
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 __ 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 __ 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 ____
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, 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). Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) 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 their 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):
Large accelerated filer ___ Accelerated filer X Non-accelerated filer ___ Smaller reporting company ___
Indicate by checkmark 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 common equity held by non-affiliates, computed by reference to the last sales price as reported by NASDAQ on June 30, 2016, was $487,505,243.
The number of shares of the registrant’s common stock, no par value ("Common Stock") outstanding as of March 3, 2017 was 16,708,742.
DOCUMENTS INCORPORATED BY REFERENCE
None
EXPLANATORY NOTE
MGP Ingredients, Inc. (the “Company”) is filing this Amendment No. 1 (this “Form 10-K/A”) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2016 as filed with the Securities and Exchange Commission on March 8, 2017 (the “Original Annual Report”) for the sole purpose of replacing the signature page to the Original Annual Report “Signatures” section in order to include (i) the designations of the Company’s Chief Executive Officer as the Company’s principal executive officer and the Company’s Chief Financial Officer as the Company’s principal financial officer and principal accounting officer and (ii) the signatures of a majority of the Company’s directors.
This Form 10-K/A also contains new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which are filed herewith.
Except as described above, no other changes have been made to the Original Annual Report and this Form 10-K/A does not amend, update or change the financial statements or any other items or disclosures in the Original Annual Report. This Form 10-K/A speaks as of the original filing date of the Form 10-K and does not reflect events that may have occurred subsequent to such original filing date.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) (3) Exhibits
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Exhibit | Exhibit Description | | Method of Filing |
31.1 | | | Filed herewith. |
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31.2 | | | Filed herewith. |
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SIGNATURES
Pursuant to 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, in the city of Atchison, State of Kansas, on this 24th day of November, 2017.
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| MGP INGREDIENTS, INC. |
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| By | /s/ Augustus C. Griffin |
| | Augustus C. Griffin, President and Chief Executive Officer (Principal Executive Officer) |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant in the capacities indicated on the dates indicated
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Name | Title | Date |
/s/ Augustus C. Griffin | President, Chief Executive Officer (Principal Executive Officer) and Director | November 24, 2017 |
Augustus C. Griffin | | |
/s/ Thomas K. Pigott | Vice President, Finance and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | November 24, 2017 |
Thomas K. Pigott | | |
/s/ James L. Bareuther | Director | November 20, 2017 |
James L. Bareuther | | |
/s/ David J. Colo | Director | November 24, 2017 |
David J. Colo | | |
/s/ Terrence P. Dunn | Director | November 20, 2017 |
Terrence P. Dunn | | |
/s/ Anthony P. Foglio | Director | November 20, 2017 |
Anthony P. Foglio | | |
/s/ George W. Page, Jr. | Director | November 20, 2017 |
George W. Page, Jr. | | |
/s/ Daryl R. Schaller | Director | November 24, 2017 |
Daryl R. Schaller | | |
/s/ Karen L. Seaberg | Director | November 24, 2017 |
Karen L. Seaberg | | |
/s/ M. Jeannine Strandjord | Director | November 24, 2017 |
M. Jeannine Strandjord | | |
