UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Amendment No. 1 to
FORM 10-K
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the fiscal year ended September 29, 2007.
[ ] 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 0-13143
Innovex, Inc.
(Exact name of registrant as specified in its charter)
Minnesota 41-1223933
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
3033 Campus Drive, Plymouth, MN 55441
(Address of principal executive offices)
(763) 383-4000
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock ($.04
par value) (Title of Class)
Indicate by check mark whether 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. [X] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers pursuant to Rule 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 [ ] Accelerated Filer [ ] Non-Accelerated Filer [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Exchange Act Rule 12b-2): Yes [ ] No [X]
The aggregate market value of shares held by non-affiliates is $34,450,999
computed by reference to the last sale price of the Company's Common Stock, as
reported in the Nasdaq National Market system, of $1.80 per share on March 30,
2007, the last business day of the Company's most recently completed second
fiscal quarter. As of November 12, 2007, the Company had outstanding 19,407,966
shares of Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the definitive Proxy Statement to be delivered to shareholders in
connection with the Annual Meeting of Shareholders to be held January 15, 2008,
are incorporated by reference into Part III.
Explanatory Note:
This Amendment No. 1 to Form 10-K for the year ended September 29, 2007 is filed
to include the auditor signatures on the Report of Independent Registered Public
Accounting Firm (regarding Financial Statements), the Report of Independent
Registered Public Accounting Firm (regarding Internal Control Over Financial
Reporting) and Exhibit 23 the Consent of Independent Registered Public
Accounting Firm. These signatures were inadvertently not included in the
original filing of the Annual Report on Form 10-K. This Amendment No. 1 does not
amend any other information.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Shareholders
Innovex, Inc.
We have audited the accompanying consolidated balance sheets of
Innovex, Inc. and subsidiaries (the Company) as of September 29, 2007 and
September 30, 2006, and the related consolidated statements of operations,
stockholders' equity, and cash flows for each of the three years in the period
ended September 29, 2007. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the financial position of
Innovex, Inc. and subsidiaries as of September 29, 2007 and September 30, 2006,
and the consolidated results of their operations and their cash flows for each
of the three years in the period ended September 29, 2007 in conformity with
accounting principles generally accepted in the United States of America.
As stated in Note N, "Liquidity", of the consolidated financial
statements, the Company has suffered recurring losses from operations and has
historically financed its operations through cash from operating activities and
bank credit facilities. The Company's financing alternatives are also described
in Note N.
Our audits were conducted for the purpose of forming an opinion
on the basic consolidated financial statements taken as a whole. The
accompanying Schedule II is presented for purposes of additional analysis and is
not a required part of the basic financial statements. The information for each
of the three years in the period ended September 29, 2007 in this schedule has
been subjected to the auditing procedures applied in the audit of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
We also have audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States), the Company's
internal control over financial reporting as of September 29, 2007, based on
criteria established in Internal Control--Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO) and our
report dated December 12, 2007 expressed an unqualified opinion on the
effectiveness of the Company's internal control over financial reporting.
/s/ GRANT THORNTON LLP
----------------------
Minneapolis, Minnesota
December 12, 2007
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Shareholders
Innovex, Inc.
We have audited the internal control over financial reporting of
Innovex, Inc. and subsidiaries (the Company) as of September 29, 2007, based on
criteria established in Internal Control--Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO). The
Company's management is responsible for maintaining effective internal control
over financial reporting and for its assessment of the effectiveness of internal
control over financial reporting, included in the accompanying Management's
Report on Internal Control over Financial Reporting under Item 9A of this Form
10-K. Our responsibility is to express an opinion on the effectiveness of the
Company's internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about
whether effective internal control over financial reporting was maintained in
all material respects. Our audit included obtaining an understanding of internal
control over financial reporting, assessing the risk that a material weakness
exists, testing and evaluating the design and operating effectiveness of
internal control based on the assessed risk, and performing such other
procedures as we considered necessary in the circumstances. We believe that our
audit provides a reasonable basis for our opinion.
A company's internal control over financial reporting is a
process designed 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. A
company's internal control over financial reporting includes those policies and
procedures that (1) pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and dispositions of the
assets of the company; (2) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with
authorizations of management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company's assets that could have a
material effect on the financial statements.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk
that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
In our opinion, Innovex, Inc. and subsidiaries maintained in all
material respects effective internal control over financial reporting as of
September 29, 2007, based on criteria established in Internal
Control--Integrated Framework issued by COSO.
We have also audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States), the consolidated
balance sheets of Innovex, Inc. and subsidiaries as of September 29, 2007 and
September 30, 2006, and the related consolidated statements of operations,
shareholder's equity and cash flows for each of the three years in the period
ended September 29, 2007, and our report dated December 12, 2007, which
contained an emphasis of matter paragraph related to the Company's liquidity,
expressed an unqualified opinion on those consolidated financial statements.
/s/ GRANT THORNTON LLP
----------------------
Minneapolis, Minnesota
December 12, 2007
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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 Amendment No. 1 to
Form 10-K to be signed on its behalf by the undersigned, thereunto duly
authorized.
INNOVEX, INC.
By: /s/ William P. Murnane
----------------------
William P. Murnane
President and Chief Executive Officer
Date: January 8, 2008 By: /s/ Douglas W. Keller
---------------------
Douglas W. Keller
Principal Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
the following persons, on behalf of the Registrant and in the capacities and on
the dates indicated, have signed this Amendment No. 1 to Form 10-K.
/s/ William P Murnane President, Chief Executive Officer and
--------------------- Director
William P. Murnane (principal executive officer)
/s/ Douglas W. Keller Vice President, Finance
--------------------- (principal financial officer)
Douglas W. Keller
/s/ Terry M. Dauenhauer * Senior Vice President, Chief Operating
----------------------- Officer
Terry M. Dauenhauer Director
/s/ D. Allen Andersen * Director
---------------------
D. Allen Andersen
/s/ Philip D. Ankeny * Director
--------------------
Philip D. Ankeny
/s/ Robert C. Buhrmaster * Director
------------------------
Robert C. Buhrmaster
/s/ Kenneth J. Roering * Director
----------------------
Kenneth J. Roering
* By: /s/ Douglas W. Keller
---------------------
Attorney-In-Fact
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