Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(AMENDMENT NO. 1)
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[X]
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Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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For the Fiscal Year Ended December 31, 2010
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Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Commission File Number 1-13752
Smith-Midland Corporation
(Exact Name of Registrant as Specified in its Charter)
| Delaware |
54-1727060 |
| (State or Other Jurisdiction of |
(I.R.S. Employer) |
| Incorporation or Organization) |
Identification No.) |
P.O. Box 300, 5119 Catlett Road
Midland, Virginia 22728
(Address of Principal Executive Offices, Zip Code)
(540) 439-3266
(Registrant's Telephone Number, Including Area Code)
Securities Registered Under Section 12(b) of the Act: None
Securities Registered Pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value per share
(Title of Class)
Preferred Stock Purchase Rights
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o 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 o
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). Yes o No o
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 this Form 10-K. o
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 Filer o |
Accelerated filer o |
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| Non-accelerated Filer o |
Smaller reporting company x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x
The aggregate market value of the shares of the voting and non-voting common equity held by non-affiliates computed by reference to the average bid and asked price of such common equity as of June 30, 2010 (the last business day of the Company’s most recently completed second fiscal quarter) was $5,020,054. For the sole purpose of making this calculation, the term “non-affiliate” has been interpreted to exclude directors, officers and holders of 10% or more of the Company’s common stock.
As of March 21, 2011, the Company had outstanding 4,663,262 shares of Common Stock, $.01 par value per share, net of treasury shares.
SMITH-MIDLAND CORPORATION
AMENDMENT NO. 1 TO FORM 10-K
For the Fiscal Year Ended December 31, 2010
Explanatory Note
This Amendment No. 1 to the Annual Report on Form 10-K/A (“Amendment No. 1”) is being filed to amend the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010, previously filed on March 31, 2011 (the “Original Filing”).
Amendment No. 1 is being filed solely for the purpose of including Exhibit 23.1 “Consent of BDO USA, LLP” which was inadvertently omitted from Part IV, Item 15 of the Original Filing. No other changes have been made to the Original Filing and this amendment does not reflect events that have occurred subsequent to the Original Filing date.
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Item 15.
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Exhibits and Financial Statement Schedules
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Exhibit
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23.1
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Consent of BDO USA, LLP
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SIGNATURES
Pursuant to the 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.
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SMITH-MIDLAND CORPORATION |
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| Date: April 1, 2011 |
By: /s/ Rodney I. Smith |
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Rodney I. Smith, President
(principal executive officer)
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| Date: April 1, 2011 |
By: /s/ William A. Kenter |
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William A. Kenter
(principal financial and accounting officer)
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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 and on the dates indicated.
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Capacity |
Date |
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| /s/ Rodney I. Smith |
Director |
April 1, 2011 |
| Rodney I. Smith |
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| /s/ Wesley A. Taylor |
Director |
April 1, 2011 |
| Wesley A. Taylor |
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| /s/ Ashley B. Smith |
Director |
April 1, 2011 |
| Ashley B. Smith |
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| /s/ Andrew G. Kavounis |
Director |
April 1, 2011 |
| Andrew G. Kavounis |
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