UNITED STATES
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 year ended December 31, 2006
| ¨ | 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 1-9810
OWENS & MINOR, INC.
(Exact name of registrant as specified in its charter)
| Virginia | 54-1701843 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
| 9120 Lockwood Boulevard, Mechanicsville, Virginia | 23116 | |
| (Address of principal executive offices) | (Zip Code) | |
Registrant’s telephone number, including area code (804) 723-7000
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Name of each exchange on which registered | |
| Common Stock, $2 par value | New York Stock Exchange | |
| Preferred Stock Purchase Rights | New York Stock Exchange | |
| 6.35% Senior Notes due 2016 | Not Listed |
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 x No ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 12(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 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. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer x | Accelerated filer ¨ | Non-accelerated filer ¨ |
Indicate by check mark 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 Stock held by non-affiliates (based upon the closing sales price) was approximately $1,148,099,267 as of June 30, 2006.
The number of shares of the Company’s common stock outstanding as of February 21, 2007 was 40,287,538 shares.
Documents Incorporated by Reference
The proxy statement for the annual meeting of shareholders on April 27, 2007, is incorporated by reference for Part III.
Explanatory Note
This Amendment No. 1 on Form 10-K/A is being filed solely to include a signature that was inadvertently omitted from the Consent of Independent Registered Public Accounting Firm provided as Exhibit 23.1.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment to the report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 27th day of February, 2007.
| OWENS & MINOR, INC. |
| /s/ CRAIG R. SMITH |
| Craig R. Smith |
| President and Chief Executive Officer |
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this Amendment to the report has been signed below by the following persons on behalf of the registrant on the 27th day of February, 2007 and in the capacities indicated:
| /s/ CRAIG R. SMITH |
/s/ JAMES B. FARINHOLT, JR. | |||
| Craig R. Smith President and Chief Executive Officer |
James B. Farinholt, Jr. Director | |||
| /s/ JEFFREY KACZKA |
/s/ RICHARD E. FOGG | |||
| Jeffrey Kaczka Senior Vice President and Chief Financial Officer (Principal Financial Officer) |
Richard E. Fogg Director | |||
| /s/ OLWEN B. CAPE |
/s/ EDDIE N. MOORE, JR. | |||
| Olwen B. Cape Vice President and Controller (Principal Accounting Officer) |
Eddie N. Moore, Jr. Director | |||
| /s/ G. GILMER MINOR, III |
/s/ PETER S. REDDING | |||
| G. Gilmer Minor, III Chairman of the Board of Directors |
Peter S. Redding Director | |||
| /s/ A. MARSHALL ACUFF, JR. |
/s/ JAMES E. ROGERS | |||
| A. Marshall Acuff, Jr. Director |
James E. Rogers Director | |||
| /s/ J. ALFRED BROADDUS, JR. |
/s/ JAMES E. UKROP | |||
| J. Alfred Broaddus, Jr. Director |
James E. Ukrop Director | |||
| /s/ JOHN T. CROTTY |
/s/ ANNE MARIE WHITTEMORE | |||
| John T. Crotty Director |
Anne Marie Whittemore Director | |||
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