UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Mark One)
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended June 30, 2015
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: 333-187164
TRUETT-HURST, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 46-1561499 | |
|
(State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) | |
|
125 Foss Creek Circle Healdsburg, CA |
95448 | |
| (Address of principal executive offices) | (Zip Code) |
(707) 431-4423
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
| Title of each class | Name of each exchange on which registered | |||
| Class A Common Stock, $0.001 par value | The NASDAQ Capital 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 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 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 a large accelerated filer, an accelerated filer, or 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 filer ¨ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company x
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
Documents incorporated as reference
See “Explanatory Notes”
Explanatory Notes
This Amendment No. 1 on Form 10-K/A (the “Amendment”) amends the Annual Report on Form 10-K of Truett Hurst, Inc for the fiscal year ended June 30, 2015 originally filed with the Securities and Exchange Commission (“SEC”) on September 28, 2015 (the “Original Filing”). We are filing this Amendment to amend the Original Filing to include the XBRL format of the 10-K. We are also including as exhibits the current certifications required under Section 302 of the Sarbanes-Oxley Act of 2002.
Except as described above, no other changes have been made to the Original Filing. The Original Filing continues to speak as of the date of the Original Filing, and we have not updated the disclosures contained therein to reflect any events which occurred at a date subsequent to the filing of the Original Filing other than as expressly indicated in this Amendment. Accordingly, this Amendment should be read in conjunction with the Original Filing and our other filings made with the SEC on or subsequent to September 28, 2015. In this Amendment, unless the context indicates otherwise, the terms “company,” “we,” “us,” and “our” refer to Truett Hurst, Inc. Other defined terms used in this Amendment but not defined herein shall have the meaning specified for such terms in the Original Filing.
EXHIBIT INDEX
The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.
| Exhibit Number | Description | |
| 3.1 | Restated Certificate of Incorporation of Truett-Hurst, Inc., dated December 28, 2012+ | |
| 3.2 | Amended and Restated Certificate of Incorporation of Truett-Hurst, Inc.+ | |
| 3.3 | Bylaws of Truett-Hurst, Inc.+ | |
| 3.4 | Third Amended and Restated Operating Agreement of H.D.D. LLC, dated as of June 19, 2013+ | |
| 4.1 | Class A common stock certificate+ | |
| 4.2 | Class B common stock certificate+ | |
| 10.1 | 2012 Stock Incentive Plan+ | |
| 10.2 | Exchange Agreement, dated as of June 19, 2013, by and among Truett-Hurst, Inc. and the members of H.D.D. LLC from time to time party thereto+ | |
| 10.3 | Tax Receivable Agreement, dated as of June 19, 2013, by and among Truett-Hurst, Inc., H.D.D. LLC and the members of H.D.D. LLC from time to time party thereto.+ | |
| 10.4 | Registration Rights Agreement, dated as of June 19, 2013, by and among Truett-Hurst, Inc. and the members of H.D.D. LLC from time to time party thereto+ | |
| 10.5 | Loan and Security Agreement dated July 15, 2015+ | |
| 10.6 | Accounts Receivable line of Credit Note dated July 15, 2015+ | |
| 10.7 | Equipment Purchase Line of Credit Note dated July 15, 2015+ | |
| 14 | Code of Business Conduct and Ethics+ | |
| 21.1 | Subsidiaries of the Registrant+ | |
| 23.1 | Consent of Independent Registered Accounting Firm+ | |
| 31.1 | Certification of the Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 | |
| 31.2 | Certification of the Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 | |
| 32.1 | Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002+ | |
| 32.2 | Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002+ | |
| 101.INS | XBRL Instance Document | |
| 101.SCH | XBRL Taxonomy Extension Schema Document | |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
| (1) | + Indicates documents previously filed with our registration and prospectus filings with the SEC. |
| 1 |
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto, duly authorized on September 29, 2015.
| TRUETT-HURST, INC. | ||
| By: | /s/ Phillip L. Hurst | |
| Phillip L. Hurst | ||
| Chief Executive Officer and Chairman | ||
Pursuant to the requirements of the Exchange Act, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.
| 2 |
| Signature | Title | Date | ||
| President and Chief Executive Officer | September 29, 2015 | |||
| Phillip L. Hurst | (Principal Executive Officer) | |||
| Chief Financial Officer & Chief | September 29, 2015 | |||
| Paul Forgue | Operations Officer | |||
| Director & Secretary | September 29, 2015 | |||
| Paul E. Dolan, III | ||||
| Director | September 29, 2015 | |||
| Barrie Graham | ||||
| Director | September 29, 2015 | |||
| Daniel A. Carroll | ||||
| Director | September 29, 2015 | |||
| Heath E. Dolan | ||||
| Director | September 29, 2015 | |||
| John D. Fruth | ||||
| Director | September 29, 2015 | |||
| James F. Verhey | ||||
| September 29, 2015 | ||||
| Marcus Benedetti | Director |
| 3 |