UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
________________________
FORM
10-K/A
(Amendment No.
1)
þ ANNUAL REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the
fiscal year ended December 31, 2007
OR
o TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the
transition period from _______________ to _______________
Commission
File No.: 1-15637
WINLAND
ELECTRONICS, INC.
(Exact
name of registrant in its charter)
|
Minnesota
|
41-0992135
|
|
(State
or other jurisdiction of incorporation or organization)
|
(IRS
Employer Identification Number)
|
|
1950
Excel Drive, Mankato Minnesota
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56001
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|
(Address
of principal executive offices)
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(Zip
code)
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Registrant’s
telephone number, including area code: (507) 625-7231
Securities
registered pursuant to Section 12(b) of the Exchange Act:
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Title of Each
Class
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Name of
Exchange
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Common
Stock, $.01 par value
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American
Stock Exchange
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Preferred
Stock Purchase Rights
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American
Stock Exchange
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Securities
registered pursuant to Section 12(g) of the Exchange
Act: None
Indicate by check mark if the registrant
is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. Yeso Noþ
Indicate by check mark if the registrant
is not required to file reports pursuant to Section 13 or 15(d) of the
Exchange Act. Yeso Noþ
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. Yesþ Noo
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. o
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 o
|
Accelerated
filer o
|
Non-accelerated
filer o
|
Smaller Reporting Company
þ
|
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yeso Noþ
The
aggregate market value of the Common Stock held by non-affiliates as of June 30,
2007 was approximately $11,020,390 based on the closing sale price of the
Issuer’s Common Stock on such date.
There
were 3,640,741 shares of Common Stock, $.01 par value, outstanding as of March
19, 2008.
DOCUMENTS
INCORPORATED BY REFERENCE PURSUANT TO RULE 12b-23:
Portions
of the Company’s Proxy Statement for its 2008 Annual Meeting are incorporated by
reference into Part III.
Explanatory
Note
We are filing this
Amendment No. 1 to our Annual Report on Form 10-K for the fiscal year ended
December 31, 2007 (the “Original Report”) in order to amend Item 8 of the
Original Report to include a signed copy of the audit report and to amend Item
9A of the Original Report to include the disclosures required by Item 307 of
Regulation S-K.
Other than the amendment to Item 8 of
the Original Report to include a signed copy of the audit report and to amend
Item 9A of the Original Report to include the disclosures required by Item 307
of Regulation S-K, this Amendment No. 1 does not affect any other items in our
Original Report. As a result of this amendment, we are also filing as exhibits
to this Amended Report the certifications pursuant to section 302 and section
906 of the Sarbanes-Oxley Act of 2002, which are currently dated.
Except as otherwise expressly stated
for the items amended in this Amendment No. 1, this Amendment No. 1 continues to
speak as of the date of the Original Report and we have not updated the
disclosure contained herein to reflect events that have occurred since the
filing of the Original Report. Accordingly, this Amendment No. 1 should be read
in conjunction with our Original Report and our other filings made with the SEC
subsequent to the filing of the Original Report.
ITEM
8. FINANCIAL
STATEMENTS AND SUPPLEMENTAL DATA
Report of
Independent Registered Public Accounting Firm
Winland
Electronics, Inc.
We have
audited the accompanying balance sheets of Winland Electronics, Inc. as of
December 31, 2007 and 2006, and the related statements of operations, changes in
stockholders’ equity and cash flows for the years then ended. These financial
statements are the responsibility of the Company’s management. Our
responsibility is to express an opinion on these 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
the 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 financial statements referred to above present fairly, in all
material respects, the financial position of Winland Electronics, Inc. as of
December 31, 2007 and 2006, and the results of its operations and its cash flows
for the years then ended, in conformity with accounting principles generally
accepted in the United States of America.
As
described in Note 6 to the financial statements, effective January 1, 2007, the
Company adopted FASB Interpretation No. 48 Accounting for Uncertainty in Income
Taxes – an Interpretation of FASB Statement No. 109 (“FIN
48”).
We were
not engaged to examine management’s assertion about the effectiveness of Winland
Electronics Inc.’s internal control over financial reporting as of December 31,
2007 included in this Annual Report under the caption “Management’s Report on
Internal Control over Financial Reporting” and, accordingly, we do not express
an opinion thereon.
Minneapolis,
Minnesota
/s/
McGladrey & Pullen Certified Public Accountants
McGladrey
& Pullen Certified Public Accountants
March 21,
2008
Item
9A. CONTROLS
AND PROCEDURES
Disclosure
Controls
Our Chief
Executive Officer and Chief Financial Officer, referred to collectively herein
as the Certifying Officers, are responsible for establishing and maintaining our
disclosure controls and procedures. The Certifying Officers have reviewed and
evaluated the effectiveness of Winland’s disclosure controls and procedures (as
defined in Rules 240.13a-15(e) and 15d-15(e) promulgated under the
Securities Exchange Act of 1934) as of December 31, 2007. Based
on that review and evaluation, which included inquiries made to certain other
employees of Winland, the Certifying Officers have concluded that Winland’s
current disclosure controls and procedures, as designed and implemented, are
effective in ensuring that information relating to Winland required to be
disclosed in the reports that Winland files or submits under the Securities
Exchange Act of 1934 is recorded, processed, summarized and reported within the
time periods specified in the Securities and Exchange Commission’s rules and
forms, including ensuring that such information is accumulated and communicated
to Winland’s management, including the Chief Executive Officer and the Chief
Financial Officer, as appropriate to allow timely decisions regarding required
disclosure.
SIGNATURES
In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
| WINLAND ELECTRONICS, INC. | |||
|
Date:
May 9, 2008
|
By:
|
/s/ Thomas J. de Petra | |
| Thomas J. de Petra | |||
| President and Chief Executive Officer | |||
WINLAND
ELECTRONICS, INC.
EXHIBIT
INDEX FOR
FORM
10-K/A FOR 2007 FISCAL YEAR (AMENDMENT NO. 1)
|
For
the Fiscal year ended December 31, 2007
|
Commission
File No.: 1-15637
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Exhibit Number
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Item
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|
3.1
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Restated
Articles of Incorporation, as amended (Incorporated by reference to
Exhibit 3.1 to Form 10-KSB for the fiscal year ended December 31,
1994)
|
|
3.2
|
Restated
Bylaws (Incorporated by reference to Exhibit 3.2 to Current Report on Form
8-K dated March 5, 2001)
|
|
3.3
|
Certificate
of Designation of Series A Junior Participating Preferred Stock – See
Exhibit 4.2
|
|
4.1
|
Specimen
of Common Stock certificate (Incorporated by reference to Exhibit 4 to
Registration Statement on Form S-4, SEC File No. 33-31246)
|
|
4.2
|
Rights
Agreement dated December 9, 2003 between the Company and Wells Fargo Bank
Minnesota, N.A., which includes the form of Certificate of Designation as
Exhibit A, the form of Right Certificate as Exhibit B and the Summary of
Rights to Purchase Preferred Shares as Exhibit C (Incorporated by
reference to Exhibit 4.1 to the Form 8-A Registration Statement No.
001-15637 filed on December 10, 2003)
|
|
4.3
|
First
Amendment to Rights Agreement dated December 1, 2004 by and among the
Company, Wells Fargo Bank, N.A. and Registrar and Transfer Company
(Incorporated by reference to Exhibit 4.2 to Form 8-A/A-1 Registration
Statement No. 001-15637 filed December 3, 2004)
|
|
10.1
|
Winland
Electronics, Inc. 1997 Employee Stock Purchase Plan as amended June 17,
2003 (Incorporated by reference to Exhibit 10.1 to Form 10-QSB for the
quarter ended June 30, 2003)**
|
|
10.2
|
Winland
Electronics, Inc. 1997 Stock Option Plan (Incorporated by reference to
Exhibit 10.2 to Form 10-QSB for the quarter ended June 30,
1997)**
|
|
10.3
|
Form
of Incentive Stock Option Plan under 1997 Stock Option Plan (Incorporated
by reference to Exhibit 10.3 to Form 10-QSB for the quarter ended June 30,
1997)**
|
|
10.4
|
Form
of Nonqualified Stock Option Plan under 1997 Stock Option Plan
(Incorporated by reference to Exhibit 10.4 to Form 10-QSB for the quarter
ended June 30, 1997)**
|
|
10.5
|
Credit
and Security Agreement between the Company and M&I Marshall &
Ilsley Bank (M&I), dated June 30, 2003 and Note dated June 30, 2003 in
the principal amount of $2,500,000 in favor of M&I (Incorporated by
reference to Exhibit 10.1 to Form 10-QSB for quarter ended June 30,
2003)
|
|
10.6
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Term
Note in the principal amount of $1,000,000 dated September 30, 2004 in
favor of U.S. Bank, N.A. (Incorporated by reference to Exhibit 99.1 to
Current Report on Form 8-K dated September 30, 2004 and filed on October
6, 2004)
|
|
10.7
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Term
Loan Agreement dated September 30, 2004 between the Company and U.S. Bank,
N.A. (Incorporated by reference to Exhibit 99.2 to Current Report on Form
8-K dated September 30, 2004 and filed on October 6, 2004)
|
|
10.8
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Addendum
to Term Loan Agreement and Note dated September 30, 2004 between the
Company and U.S. Bank, N.A.(Incorporated by reference to Exhibit 99.3 to
Current Report on Form 8-K dated September 30, 2004 and filed on October
6, 2004)
|
|
10.9
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Mortgage,
Security Agreement and Assignment of Rents dated September 30, 2004 bet in
favor of U.S. Bank, N.A. (Incorporated by reference to Exhibit 99.4 to
Current Report on Form 8-K dated September 30, 2004 and filed on October
6, 2004)
|
|
10.10
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2005
Equity Incentive Plan (Incorporated by reference to Exhibit 10.1 to
Current Report on Form 8-K dated May 10, 2005 and filed on May 13,
2005)
|
|
10.11
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Form
of Incentive Stock Option Agreement under the 2005 Equity Incentive Plan
(Incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K
dated May 10, 2005 and filed on May 13, 2005)
|
|
10.12
|
Form
of Nonqualified Stock Option Agreement under the 2005 Equity Incentive
Plan (Incorporated by reference to Exhibit 10.3 to Current Report on Form
8-K dated May 10, 2005 and filed on May 13, 2005)
|
|
10.13
|
Form
of Restricted Stock Agreement under the 2005 Equity Incentive Plan
(Incorporated by reference to Exhibit 10.4 to Current Report on Form 8-K
dated May 10, 2005 and filed on May 13, 2005)
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|
10.14
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Amendment
No. 1 to Credit Agreement between the Company and M&I Marshall &
Ilsley Bank dated April 15, 2004 and Term Note dated April 15, 2004
(Incorporated by reference to Exhibit 10.1 to Form 10-QSB for quarter
ended June 30, 2005)
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10.15
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Amendment
No. 2 to Credit Agreement between the Company and M&I Marshall &
Ilsley Bank dated June 25, 2004 (Incorporated by reference to Exhibit 10.2
to Form 10-QSB for quarter ended June 30, 2005)
|
|
10.16
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Amendment
No. 3 to Credit Agreement between the Company and M&I Marshall &
Ilsley Bank dated August 3, 2004 (Incorporated by reference to Exhibit
10.3 to Form 10-QSB for quarter ended June 30, 2005)
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10.17
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Amendment
No. 4 to Credit Agreement between the Company and M&I Marshall &
Ilsley Bank dated February 23, 2005 (Incorporated by reference to Exhibit
10.4 to Form 10-QSB for quarter ended June 30, 2005)
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10.18
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Amendment
No. 5 to Credit Agreement between the Company and M&I Marshall &
Ilsley Bank dated April 4, 2005 (Incorporated by reference to Exhibit 10.5
to Form 10-QSB for quarter ended June 30, 2005)
|
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10.19
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Amendment
No.6 to Credit Agreement between the Company and M&I Marshall &
Ilsley Bank dated June 23, 2005 (Incorporated by reference to Exhibit 10.6
to Form 10-QSB for quarter ended June 30, 2005)
|
|
10.20
|
Amendment
No.7 to Credit Agreement between the Company and M&I Marshall &
Ilsley Bank dated June 23, 2005 (Incorporated by reference to Exhibit 10.2
to Form 10-QSB for quarter ended June 30, 2006)
|
|
10.21
|
Amendment
No.8 to Credit Agreement between the Company and M&I Marshall &
Ilsley Bank dated June 23, 2005 (Incorporated by reference to Exhibit 10.3
to Form 10-QSB for quarter ended June 30, 2006)
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10.22
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Master
Lease Agreement between the Company and M&I Marshall & Ilsley Bank
dated June 28, 2006 (Incorporated by reference to Exhibit 10.1 to Form
10-QSB for quarter ended June 30, 2006)
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10.23
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Compensation
Arrangements for Directors as of January 1, 2006 (Incorporated by
reference to Exhibit 10.28 to Form 10-KSB for year ended December 31,
2005)**
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10.25
|
Employment
Agreement dated January 23, 2007 between the Company and Lorin E. Krueger
(Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K
dated January 23, 2007) **
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10.26
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Employment
Agreement dated January 23, 2007 between the Company and Glenn A. Kermes
(Incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K
dated January 23, 2007) **
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10.27
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Employment
Agreement dated February 5, 2007 between the Company and Terry E. Treanor
(Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K
dated February 5, 2007) **
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10.28
|
Employment
Agreement dated February 14, 2007 between the Company and Dale A.
Nordquist (Incorporated by reference to Exhibit 10.1 to Current Report on
Form 8-K dated February 14, 2007) **
|
|
10.29
|
Employment
Agreement dated February 3, 2007 between the Company and Gregory W.
Burneske (Incorporated by reference to Exhibit 10.29 to Form 10-KSB for
year ended December 31, 2006) **
|
|
10.30
|
2007
Incentive Bonus Plan**
|
|
10.31
|
Amendment
No.9 to Credit Agreement between the Company and M&I Marshall &
Ilsley Bank dated June 29, 2007 (Incorporated by reference to Exhibit 10.1
to Form 8-K dated June 29, 2007)
|
|
10.32
|
Amendment
No.10 to Credit Agreement between the Company and M&I Marshall &
Ilsley Bank dated September 30, 2007 (Incorporated by reference to Exhibit
10.1 to Form 8-K dated October 22, 2007)
|
|
10.33
|
Separation
Agreement between the Company and Lorin E. Krueger dated October 30, 2007
(Incorporated by reference to Exhibit 10.1 to Form 8-K dated October 30,
2007)**
|
|
10.34
|
Amendment
to Employment Agreement between the Company and Glenn A. Kermes dated
December 31, 2007 (Incorporated by reference to Exhibit 10.1 to
Form 8-K dated December 31, 2007)**
|
|
23.1*
|
Consent
of McGladrey & Pullen, LLP*
|
|
24.1*
|
Power
of Attorney for Thomas J. de Petra, Glenn A. Kermes, Lorin E.
Krueger, Richard T. Speckmann, Thomas J. Goodmanson, Thomas J.
Brady (included on signature page of this Form 10-K)*
|
|
31.1
|
Certification
of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
Act***
|
|
31.2
|
Certification
of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley
Act***
|
|
32.1
|
Certification
of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002***
|
|
32.2
|
Certification
of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002***
|
* Previously
filed with the Original Report on March 21, 2008.
** Management
agreement or compensatory plan or arrangement.
*** Filed
herewith.