- Amended Quarterly Report (10-Q/A)
July 31 2009 - 4:33PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
(Mark One)
x
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QUARTERLY REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period
ended May 31, 2009
OR
o
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TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For
the transition period from
to
Commission file number
001-32511
IHS
INC.
(Exact name of registrant as specified in its charter)
Delaware
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13-3769440
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(State or Other Jurisdiction of
Incorporation or Organization)
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(IRS Employer
Identification No.)
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15
Inverness Way East
Englewood, CO 80112
(Address of Principal Executive Offices)
(303)
790-0600
(Registrants 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.
x
YES
o
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).
o
YES
o
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
definitions of large accelerated filer, and accelerated filer, and smaller
reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller Reporting Company
o
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(Do not check if a smaller reporting company)
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Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2
of the Act).
o
YES
x
NO
As of May 31, 2009,
there were 63,151,447
shares of our Class A
Common Stock outstanding.
Explanatory Note
IHS Inc. (the Registrant)
is filing this amendment to our Quarterly Report on Form 10-Q for the
quarter ended May 31, 2009, filed with the U.S. Securities and Exchange
Commission on March 25, 2009, solely to amend Item 4 of Part I, Exhibit 31.1,
and Exhibit 31.2 in response to an SEC comment letter dated July 7,
2009.
The details of the
amendments are as follows:
1.
Item 4 of Part I: Control and Procedures has been
restated in its entirety to expressly tie our conclusions regarding disclosure
controls and procedures with Rules 13a-15(e) and 15d-15(e) under
the Exchange Act.
2.
In both Exhibit 31.1 and Exhibit 31.2, the Section 302
certifications have been revised to omit the title of each certifying
officer in the introductory paragraph of each exhibit.
This amendment should be
read in conjunction with the original Form 10-Q, which continues to speak
as of the date that the original Form 10-Q was filed. Except as specifically noted above, this
amendment does not modify or update any disclosures in the original Form 10-Q. Accordingly, this amendment does not reflect
events occurring after the filing of the original Form 10-Q or modify or
update any disclosures that may have been affected by subsequent events.
PART IFINANCIAL INFORMATION
Item 4. Controls and Procedures
(a) Evaluation
of disclosure controls and procedures.
Under
the supervision and with the participation of the Companys management,
including the Chief Executive Officer and Chief Financial Officer, the Company
has evaluated the effectiveness of its disclosure controls and procedures
pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934, as amended (the Exchange Act) as of the end of the
period covered by this report. Based on
that evaluation, the Chief Executive Officer and Chief Financial Officer
concluded that the Companys disclosure controls and procedures as defined in Rules 13a-15(e) and
15d-15(e) under the Exchange Act are effective to ensure that information
required to be disclosed in the reports required to be filed or submitted under
the Exchange Act is (i) recorded, processed, summarized, and reported
within the time periods specified in the Securities and Exchange Commissions rules and
forms, and (ii) accumulated and communicated to our management, including
our Chief Executive Officer and Chief Financial Officer, to allow timely
decisions regarding required disclosure.
PART IIOTHER INFORMATION
Item 6. Exhibits
(a) Index of Exhibits
The following exhibits
are filed as part of this report:
Exhibit
Number
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Description
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31.1*
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Certification
Pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities
Exchange Act
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31.2*
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Certification
Pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities
Exchange Act
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*
Filed
electronically herewith.
2
SIGNATURE
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, on July 28, 2009.
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IHS INC.
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By:
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/s/ Heather
Matzke-Hamlin
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Name:
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Heather Matzke-Hamlin
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Title:
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Senior Vice President
and Chief Accounting Officer
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3
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