UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No. 2
Annual Report Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
Commission file number: 0-18926
For the fiscal year ended November 30, 2002
INNOVO GROUP INC.
(Exact name of registrant as specified in its charter)
Delaware 11-2928178
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
5804 E. Slauson Avenue, Commerce, California 90040
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (323) 725-5516
Securities registered pursuant to Section 12 (b) of the Act: NONE
Securities registered pursuant to Section 12 (g) of the Act: Common Stock,
$.10 par value per share
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 an accelerated filer (as
defined by Rule 12b-2 of the Act.) Yes [ ] No [ X] The aggregate value of voting
and non-voting common equity held by non-affiliates of the registrant as of
March 14, 2003 was $16,234,000.
The aggregate market value of the voting and non-voting common equity held by
non-affiliates of the registrant based on the closing price of the registrant's
common stock on the Nasdaq Stock Market, Inc. as of May 31, 2002, the last
business day of the registrant's most recently completed second quarter, was
$11,596,000.
As of March 14, 2003, 14,901,264 shares of common stock were outstanding.
Documents incorporated by reference: The information required by Part III (Items
10, 11, 12 and 13) is incorporated by reference to the Registrant's definitive
proxy statement to be filed pursuant to Regulation 14A relating to the
Registrant's 2003 annual meeting of stockholders.
This Amendment No. 2 on Form 10-K/A is being filed by the Registrant to
amend the Registrant's Annual Report on Form 10-K, dated March 17, 2003, as
previously amended by Amendment No. 1 on Form 10-K/A, filed with the Securities
and Exchange Commission on March 27, 2003 (the "Initial Report"), solely to
change the characterization of the Registrant's controls and procedures in Item
14 from "adequate" to "effective". Pursuant to Rule 12b-15 under the Securities
Exchange Act of 1934, as amended, the complete text of Item 14, as amended, is
set forth below.
ITEM 14. CONTROLS AND PROCEDURES
(a) Evaluation of disclosure controls and procedures. Our chief executive
officer/chief financial officer, after evaluating the effectiveness of the
Company's "disclosure controls and procedures" (as defined in the Securities
Exchange Act of 1934 Rules 13a-14(c) and 15d-14(c)) as of a date (the
"Evaluation Date") within 90 days before the filing date of this annual report,
have concluded that as of the Evaluation Date, our disclosure controls and
procedures were effective and designed to ensure that material information
relating to us and our consolidated subsidiaries would be made known to them by
others within those entities.
(b) Changes in internal controls. There were no significant changes in our
internal controls or to our knowledge, in other factors that could significantly
affect our disclosure controls and procedures subsequent to the Evaluation Date.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
INNOVO GROUP INC.
/s/ Samuel Joseph Furrow, Jr.
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Samuel Joseph Furrow, Jr.
Chief Executive Officer
Dated: December 9, 2003
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Signature Title of Capacities Date
--------- ------------------- ----
/s/ Samuel J. Furrow, Sr. Chairman of the Board
--------------------------- and Director December 9, 2003
Samuel J. Furrow, Sr.
/s/ Patricia Anderson Lasko President and Director December 9, 2003
---------------------------
Patricia Anderson-Lasko
/s/ Samuel J. Furrow, Jr. Chief Executive Officer, December 9, 2003
--------------------------- Director and Principal
Samuel J. Furrow, Jr. Executive Officer
/s/ Dan Page Director December 9, 2003
---------------------------
Dan Page
/s/ Marc B. Crossman Chief Financial Officer, December 9, 2003
--------------------------- Director, Principal
Marc B. Crossman Financial and Accounting
Officer
/s/ John G. Looney Director December 9, 2003
---------------------------
John G. Looney
/s/ Suhail Rizvi Director December 9, 2003
---------------------------
Suhail Rizvi
/s/ Kent A. Savage Director December 9, 2003
---------------------------
Kent A. Savage
/s/ Vincent Sanfillipo Director December 9, 2003
---------------------------
Vincent Sanfillipo
Exhibit 31.1
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Samuel Joseph Furrow, Jr., certify that:
1. I have reviewed Amendment No. 2 on Form 10-K/A, which is being filed
by the registrant to amend the registrant's Annual Report on Form
10-K, dated March 17, 2003, as previously amended by Amendment No. 1
on Form 10-K/A, filed with the Securities and Exchange Commission on
March 27, 2003 (as so amended, the "Report");
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this Report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this
Report;
4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
registrant and have:
a. Designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under
our supervision, to ensure that material information
relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those
entities, particularly during the period in which this
report is being prepared;
b. Evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered
by this report based on such evaluation; and
c. Disclosed in this report any change in the registrant's
internal control over financial reporting that occurred
during the registrant's most recent fiscal quarter that has
materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial
reporting; and
5. The registrant's other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of the
registrant's board of directors (or persons performing the equivalent
functions):
a. All significant deficiencies and material weaknesses in the
design or operation of internal control over financial
reporting which are reasonably likely to adversely affect
the registrant's ability to record, process, summarize and
report financial information; and
b. Any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal control over financial reporting.
Date: December 9, 2003 /s/ Samuel Joseph Furrow, Jr.
---------------------------------------
Samuel Joseph Furrow, Jr.
Chief Executive Officer
Exhibit 31.2
CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Marc Barry Crossman, certify that:
1. I have reviewed this Amendment No. 2 on Form 10-K/A, which is being
filed by Innovo Group Inc. to amend its Annual Report on Form 10-K,
dated March 17, 2003, as previously amended by Amendment No. 1 on Form
10-K/A, filed with the Securities and Exchange Commission on March 27,
2003 (as so amended, the "Report");
2. Based on my knowledge, this Report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this Report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this
Report;
4. The Registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
registrant and have:
a. Designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under
our supervision, to ensure that material information
relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those
entities, particularly during the period in which this
report is being prepared;
b. Evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered
by this report based on such evaluation; and
c. Disclosed in this report any change in the registrant's
internal control over financial reporting that occurred
during the registrant's most recent fiscal quarter that has
materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial
reporting; and
5. The registrant's other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of the
registrant's board of directors (or persons performing the equivalent
functions):
a. All significant deficiencies and material weaknesses in the
design or operation of internal control over financial
reporting which are reasonably likely to adversely affect
the registrant's ability to record, process, summarize and
report financial information; and
b. Any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal control over financial reporting.
Date: December 9, 2003 /s/ Marc Barry Crossman
-----------------------------------
Marc Barry Crossman
Chief Financial Officer
Exhibit 32.1
SARBANES-OXLEY ACT SECTION 06 CERTIFICATION
In connection with this Amendment No. 2 on Form 10-K/A, which is being
filed by Innovo Group Inc. to amend its Annual Report on Form 10-K, dated March
17, 2003, as previously amended by Amendment No. 1 on Form 10-K/A, filed with
the Securities and Exchange Commission on March 27, 2003. (as amended, the
"Report"), I, Samuel Joseph Furrow, Jr., Chief Executive Officer of Innovo Group
Inc., hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my
knowledge:
1. the Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
2. the information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of Innovo Group Inc.
Date: December 9, 2003 /s/ Samuel Joseph Furrow, Jr.
-------------------------------
Samuel Joseph Furrow, Jr.
Chief Executive Officer
(Principal Executive Officer)
Exhibit 32.2
SARBANES-OXLEY ACT SECTION 906 CERTIFICATION
In connection with this Amendment No. 2 on Form 10-K/A, which is being
filed by Innovo Group Inc. to amend its Annual Report on Form 10-K, dated March
17, 2003, as previously amended by Amendment No. 1 on Form 10-K/A, filed with
the Securities and Exchange Commission on March 27, 2003. (as amended, the
"Report"), I, Marc Barry Crossman, Chief Financial Officer of Innovo Group Inc.,
hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my
knowledge:
1. the Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
2. the information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of Innovo Group Inc.
Date: December 9, 2003 /s/ Marc Barry Crossman
----------------------------------
Marc Barry Crossman
Chief Financial Officer
(Principal Financial and Accounting Officer)