BIO-TECHNE Corp — Interim / Quarterly Report 2017

Mar 21, 2017

10-Q/A 1 tech20170320_10qa.htm FORM 10-Q/A tech20170320_10qa.htm Created by RDG HTML Converter

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q/A

(Amendment No 1)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2016, or

☐ 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 0-17272

BIO-TECHNE CORPORATION

(Exact name of registrant as specified in its charter)

Minnesota	41-1427402
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
614 McKinley Place N.E. Minneapolis, MN 55413	(612) 379-8854
(Address of principal executive offices) (Zip Code)	(Registrant's telephone number, including area code)

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 ☒ 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). Yes ☒ No ☐

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.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐

Indicate by check mark whether the Registrant is a shell company (as defined in Exchange Act Rule 12b- 2). ☐ Yes ☒ No

At February 6, 2017, 37,311,809 shares of the Company's Common Stock (par value $0.01) were outstanding

EXPLANATORY NOTE

Bio-Techne Corporation. (the “Company”) is filing this Amendment No. 1 (“Amendment”) to its Quarterly Report on Form 10-Q (“Form 10-Q”) for period ended December 31, 2016, filed with the Securities and Exchange Commission on February 9, 2017, solely to amend the following exhibits:

● Exhibit 31.1, Certificate of Chief Executive Officer pursuant to section 302 of the Sarbanes Oxley Act of 2002

● Exhibit 31.2, Certificate of Chief Financial Officer pursuant to section 302 of the Sarbanes Oxley Act of 2002

● Exhibit 32.1, Certification of Chief Executive Officer pursuant to section 906 of the Sarbanes Oxley Act of 2002

● Exhibit 32.2, Certification of Chief Financial Officer pursuant to section 906 of the Sarbanes Oxley Act of 2002

These exhibits as originally filed incorrectly listed the name of the registrant as Techne Corporation. The revised Exhibits included in this Amendment list correctly list the name of the registrant as Bio-Techne Corporation.

As required by the applicable rules, the revised Section 302 and Section 906 certifications from the Company’s Chief Executive Officer and Chief Financial Officer are listed under the current date.

Except as described above, no other revisions or amendments have been made to Part II, Item 6, or any other portion of the Form 10-Q. This Amendment does not reflect events occurring after February 9, 2017, the date of the original filing of the Form 10-Q, or modify or update any disclosures that may have been affected by subsequent events.

PART II

Item 6 . Exhibits

The following documents are filed as exhibits to this Report.

Exhibit #	Description
31.1	Certificate of Chief Executive Officer pursuant to section 302 of the Sarbanes Oxley Act of 2002
31.2	Certificate of Chief Financial Officer pursuant to section 302 of the Sarbanes Oxley Act of 2002
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

SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Bio-Techne Corporation has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 21st day of March, 2017.

BIO-TECHNE CORPORATION
(Registrant)
By:	/s/Brenda S. Furlow
	Brenda S. Furlow
	Senior Vice President, General Counsel and Secretary

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