UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K/A
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 29, 2006
VECTOR GROUP LTD.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
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| 1-5759
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65-0949535 |
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| (Commission File Number)
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(I.R.S. Employer Identification No.) |
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| 100 S.E. Second Street, Miami, Florida
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33131 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
(305) 579-8000
(Registrant’s Telephone Number, Including Area Code)
(Not Applicable)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item 8.01. Other Events
On November 9, 2006, we determined we would restate our financial statements for each of
the years ended December 31, 2004 and 2005, and selected financial data for each of the years 2004
and 2005 appearing in Item 6 of our 2005 Annual Report on Form 10-K, as amended, as well as our
interim financial statements for all interim periods within 2005 and the first two quarters of
2006. The restatement corrected an error in the computation of the debt discount amortization
created by the embedded derivative and the beneficial conversion feature associated with our 5%
variable interest senior convertible notes due 2011, which were
issued in the last quarter of 2004 and the first half of 2005. The restatement adjustments affected our
previously reported interest expense, the related income tax effect, and extraordinary items, as
well as our previously reported other assets, long-term debt, additional paid-in
capital and accumulated deficit balances. See Note 2 — Restatement of Financial Results and Note
23 — Restated Financial Information to the financial statements
included in the Company’s Form 10-K/A for the year
ended December 31, 2005, which was filed on November 24, 2006, and Notes 2 — Restatement of
Financial Results and Note 16 — Restated Financial Information to our Forms 10-Q/A for the
quarterly periods ended March 31, 2006 and June 30, 2006, which were filed on November 22, 2006 and
Form 10-Q for the quarterly period ended September 30, 2006, which was filed on November 14, 2006.
The aggregate net effect of the restatement was to increase stockholders’ equity by $4.781
million as of June 30, 2006, $4.142 million as of March 31, 2006, $3.422 million as of December 31,
2005 and $336,000 as of December 31, 2004. The restatement also increased net income for the three
months ended March 31, 2006 and 2005 by $720,000 ($0.01 per diluted common share) and $731,000
($0.01 per diluted common share), respectively, and decreased net loss for the three months ended
June 30, 2006 by $639,000 ($0.01 per diluted common share) and increased net income for the three
months ended June 30, 2005 by $1.071 million ($0.02 per diluted common share). In addition, the
restatement adjustments increased net income for the six months ended June 30, 2006 and 2005 by
$1.359 million ($0.03 per diluted common share) and $1.802 million ($0.04 per diluted common
share), respectively. Further, the
restatement increased net income by $3.290 million ($0.05 per diluted common share) and $336,000
($0.01 per diluted common share) for the years ended December 31, 2005 and 2004, respectively.
The restatement adjustments corrected the previous amortization method used in calculating the
amortization of the debt discount created by the embedded derivative and beneficial conversion
feature associated with our 5% variable interest senior convertible notes due 2011, which were
issued in the last quarter of 2004 and the first half of 2005. We previously
amortized the debt discount on our 5% variable interest senior convertible notes due 2011 using an
erroneous amortization method that did not result in a consistent yield on the convertible debt
over its term.
On
September 6, 2006, our Board of Directors declared a 5% stock dividend to stockholders of record
as of September 20, 2006. The stock dividend was paid on
September 29, 2006. On October 19, 2006, we filed a
Form 8-K to update our previously filed Selected Financial Data
to reflect the stock dividend. We are filing this Amendment No. 1 to
Form 8-K to provide the effect of the restatement described
above on our previously
updated Selected Financial Data. The stock dividend was not reflected
in the Form 10-K/A filed on November 24,
2006.
Item 9.01. Financial Statements and Exhibit
(c) Exhibit.
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Exhibit No.
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Exhibit |
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99.1
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Selected Financial Data adjusted to
reflect 5% stock dividend paid
September 29, 2006 to stockholders of
record on September 20, 2006. |
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