form10ka06113002_12312008.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
_______________

FORM 10-K/A
(Amendment No. 1)

(Mark One)
ý
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
 
EXCHANGE ACT OF 1934
 
For the Fiscal Year ended December 31, 2008

¨
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 0-28536
_______________


WILHELMINA INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)

Delaware
74-2781950
(State or other jurisdiction of
incorporation or organization)
(IRS Employer
Identification Number)
   
200 Crescent Court, Suite 1400, Dallas, Texas
75201
(Address of principal executive offices)
(Zip Code)

(214) 661-7488
(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, Par Value $0.01 Per Share
Series A Junior Participating 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   ý No
 
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   ý No
 
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.   ý Yes   ¨ No
 
 
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).   ý Yes   ¨ 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 the 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. ý

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  ¨
Accelerated Filer  ¨
 
Non-Accelerated Filer  ¨
Smaller Reporting Company  ý

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   ¨ Yes   ý No
 
The aggregate market value of the registrant’s outstanding Common Stock held by non-affiliates of the registrant computed by reference to the price at which the Common Stock was last sold as of the last business day of the registrant’s most recently completed second fiscal quarter was $5,865,527.
 
As of April 14, 2009, the registrant had 129,440,752 shares of Common Stock outstanding.
 
DOCUMENTS INCORPORATED BY REFERENCE
 
Items 10, 11, 12, 13 and 14 of Part III of this Form 10-K incorporate by reference portions of an amendment to this Form 10-K or portions of a definitive proxy statement of the registrant for its 2009 Annual Meeting of Shareholders to be held on a date to be determined, which in either case will be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year ended December 31, 2008.
 
 

EXPLANATORY NOTE
 
The purpose of this Amendment No. 1 to Form 10-K/A (the “Amendment”) is to replace the Restated Certificate of Incorporation of Wilhelmina International, Inc. appended as Exhibit 3.1 to our previously filed Annual Report on Form 10-K for the year ended December 31, 2008, filed with the Securities and Exchange Commission on April 15, 2009 (the “Original Form 10-K”).  The cover page to the Amendment also includes additional disclosure regarding compliance with Rule 405 of Regulation S-T.

There are no other changes to the Original Form 10-K other than those set forth herein.  This Amendment does not reflect events occurring after the filing of the Original Form 10-K, nor does it modify or update disclosures therein in any way other than as required to reflect the amendments set forth herein.  Among other things, forward-looking statements made in the Original Form 10-K have not been revised to reflect events that occurred or facts that became known to us after the filing of the Original Form 10-K, and such forward-looking statements should be read in their historical context.
 
______________________________________________
 
 
 
 
 
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 Item 15.             Exhibits and Financial Statement Schedules
 
The following exhibits are filed herewith:
 
Exhibit Number
Description of Exhibits
   
3.1
Restated Certificate of Incorporation of Wilhelmina International, Inc.
31.1
Certification of Principal Executive Officer in Accordance with Section 302 of the Sarbanes-Oxley Act.
31.2
Certification of Principal Financial Officer in Accordance with Section 302 of the Sarbanes-Oxley Act.

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SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
WILHELMINA INTERNATIONAL, INC.
 
(Registrant)
   
Date:  April 30, 2009
By:
/s/ Mark E. Schwarz
 
Name
Mark E. Schwarz
 
Title:
Chief Executive Officer
(Principal Executive Officer)
 
 
 
Date:  April 30, 2009
By:
/s/ John P. Murray
 
Name
John P. Murray
 
Title:
Chief Financial Officer and Director
(Principal Financial Officer and
Principal Accounting Officer)

 


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