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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 10-KSB/A-1
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(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2006
[_] 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 001-12233
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BEXIL CORPORATION
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
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Maryland 13-3907058
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
11 Hanover Square, New York, New York 10005
(Address of principal executive offices) (Zip Code)
ISSUER'S TELEPHONE NUMBER: 1-212-785-0400
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SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
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Common Stock American Stock Exchange
Rights to Purchase Series A American Stock Exchange
Participating Preferrred Stock
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 [_].
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will 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-KSB or any
amendment to this Form 10-KSB. [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [_] No [X]
The issuer's revenues for its most recent fiscal year: $5,000
The aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
sold, or the average bid and asked price of such common equity, as of April 2,
2007: 608,112 shares at $32.76 per share or $19,921,749.
The number of shares outstanding of the issuer's classes of common equity, as of
April 2, 2007: Common Stock, par value $.01 per share - 883,592 shares.
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DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the Company's definitive proxy statement (the "2007 Proxy
Statement") for its annual stockholders' meeting to be held on May 11, 2007 are
incorporated by reference in Part III of this Report. Except as expressly
incorporated by reference, the Company's 2007 Proxy Statement shall not be
deemed to be part of this Form 10-KSB.
Transitional Small Business Disclosure format (check one): Yes [_] No [X]
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EXPLANATORY NOTE
Bexil Corporation is filing this Amendment No. 1 on Form 10-KSB/A to its Annual
Report on Form 10-KSB for the fiscal year ended December 31, 2006, as filed with
the Securities and Exchange Commission on April 2, 2007, solely to (a) amend
Item 13 to update the exhibit list and exhibit index, (b) file as Exhibit 23.1
the consent of Tait, Weller & Baker LLP which was omitted from the original
filing of the Annual Report on Form 10-KSB, and (c) file as exhibits hereto
currently dated certifications from our Principal Executive and Principal
Financial Officers. Only the amended Item and updated exhibits are being filed
herewith. No other changes are being effected by this filing; therefore,
information not affected by this amendment is unchanged and reflects the
disclosures made at the time of the original filing.
PART III
ITEM 13. EXHIBITS
(a) The following exhibits are incorporated as part of this Annual Report on
Form 10-KSB/A:
3.1-1 Articles of Incorporation (the "Charter") of Bexil filed on 11/25/1996
as Exhibit A to Bexil's Registration Statement on Form N-2
(Registration No. 811-07833) ("Form N-2"), are hereby incorporated by
reference.
3.1-2 Articles of Amendment to the Charter filed on 11/25/1996 as Exhibit A
to Bexil's Post-Effective Amendment to Form N-2 are hereby incorporated
by reference.
3.1-3 Articles of Amendment to the Charter filed on 03/29/2004 as Exhibit
4-a-3 to Bexil's S-8 are hereby incorporated by reference.
3.1-4 Articles of Amendment to the Charter filed on 06/20/2005 as Exhibit
3.1-4 to Bexil's 10-KSB/A are hereby incorporated by reference.
3.1-5 Form of Articles Supplementary to the Charter of Series A Participating
Preferred Stock filed on 11/14/2005 as Exhibit 1 to Bexil's 8-A is
hereby incorporated by reference.
3.2 Bylaws as amended November 8, 2006.
4-1 Specimen common stock certificate filed on 06/20/2005 as Exhibit 4.1-1
to Bexil's 10-KSB/A is hereby incorporated by reference.
4-2 Bexil's 2004 Incentive Compensation Plan effective as of March 24,
2004, included as Appendix A to Bexil's Proxy Statement for its 2004
Special Meeting of Stockholders, is hereby incorporated by reference.
4-3 Forms of Stock Option Agreements under Bexil's 2004 Incentive
Compensation Plan filed on 3/29/2004 as Exhibit 4-c-2 to Bexil's S-8
are hereby incorporated by reference.
10 Stock Purchase Agreement dated as of December 23, 2005 by and among
York Insurance Holdings, Inc., York Insurance Acquisition, Inc., and
Bexil Corporation, for the sale of Bexil Corporation's 50% interest in
privately held York Insurance Services Group, Inc. to York Insurance
Holdings, Inc. filed as Exhibit 2.1 to Bexil's Current Report on Form
8-K on 12/29/2005 is hereby incorporated by reference.
21 Subsidiaries of the small business.
23 Consent of Independent Registered Public Accounting Firm.
Deloitte & Touche LLP.
23.1 Consent of Independent Registered Public Accounting Firm.
Tait, Weller & Baker LLP. Filed herewith.
24-1 Power of attorney -- Durable Power of Attorney of Charles A. Carroll
filed on 06/20/2005 as Exhibit 24-1 to Bexil's 10-KSB/A is hereby
incorporated by reference.
24-2 Power of attorney -- Durable Power of Attorney of Edward G. Webb, Jr.
filed on 06/20/2005 as Exhibit 24-2 to Bexil's 10-KSB/A is hereby
incorporated by reference.
24-3 Power of attorney -- Durable Power of Attorney of Bassett S. Winmill
filed on 06/20/2005 as Exhibit 24-3 to Bexil's 10-KSB/A is hereby
incorporated by reference.
24-4 Power of attorney -- Durable Power of Attorney of Douglas Wu filed on
06/20/2005 as Exhibit 24-4 to Bexil's 10-KSB/A is hereby incorporated
by reference.
1
31-1 Certification of Chief Executive Officer Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002. Filed herewith.
31-2 Certification of Chief Financial Officer Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002. Filed herewith.
32-1 Certification of Chief Executive Officer Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002. Filed herewith.
32-2 Certification of Chief Financial Officer Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002. Filed herewith.
99 ADP TotalSource, Inc. Client Services Agreement.
2
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange Act of
1934, the Company has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
BEXIL CORPORATION
April 3, 2007 By: /s/ Thomas O'Malley
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Thomas O'Malley
Chief Financial Officer and Chief Accounting Officer
3
EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this registration statement of
Bexil Corporation on Form S-8 of our report dated March 23, 2007 appearing in
the Annual Report on Form 10-KSB of Bexil Corporation for the fiscal year ended
December 31, 2006.
TAIT, WELLER & BAKER LLP
Philadelphia, Pennsylvania
March 30, 2007
4
EXHIBIT 31.1
CERTIFICATION - EXCHANGE ACT RULES 13A-14 AND 15D-14
I, Thomas B. Winmill, certify that:
1. I have reviewed this annual report on Form 10-KSB/A of Bexil Corporation
("small business issuer");
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 periods covered by this report;
3. Based on my knowledge, the consolidated financial statements, and other
financial information included in this annual report, fairly present in all
material respects the financial condition, results of operations and cash flows
of the small business issuer as of, and for, the periods presented in this
report;
4. The small business issuer's other certifying officer 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)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))
for the small business issuer 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 small business issuer, 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) [omitted in accordance with SEC Release Nos. 33-8238 and 34-47986];
c) Evaluated the effectiveness of the small business issuer'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
d) Disclosed in this report any change in the small business issuer's internal
control over financial reporting that occurred during the small business
issuer's most recent fiscal quarter (the small business issuer's fourth fiscal
quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the small business issuer's internal
control over financial reporting; and
5. The small business issuer's other certifying officers and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the small business issuer's auditors and the audit committee of
the small business issuer'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 small business issuer'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 small business issuer's internal
control over financial reporting.
/s/ Thomas B. Winmill
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Thomas B. Winmill
Chief Executive Officer
Date: April 3, 2007
5
EXHIBIT 31.2
CERTIFICATION - EXCHANGE ACT RULES 13A-14 AND 15D-14
I, Thomas O'Malley, certify that:
1. I have reviewed this annual report on Form 10-KSB/A of Bexil Corporation
("small business issuer");
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 periods covered by this report;
3. Based on my knowledge, the consolidated financial statements, and other
financial information included in this annual report, fairly present in all
material respects the financial condition, results of operations and cash flows
of the small business issuer as of, and for, the periods presented in this
report;
4. The small business issuer's other certifying officer 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)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))
for the small business issuer 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 small business issuer, 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) [omitted in accordance with SEC Release Nos. 33-8238 and 34-47986];
c) Evaluated the effectiveness of the small business issuer'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
d) Disclosed in this report any change in the small business issuers internal
control over financial reporting that occurred during the small business issuers
most recent fiscal quarter that has materially affected, or is reasonably likely
to materially affect, the small business issuers' internal control over
financial reporting; and
5. The small business issuer's other certifying officer and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the small business issuer's auditors and the audit committee of
small business issuer'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 small business issuer'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 small business issuer's internal
control over financial reporting.
/s/ Thomas O'Malley
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Thomas O'Malley
Chief Financial Officer
Date: April 3, 2007
6
EXHIBIT 32.1
CEO CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Bexil Corporation (the "Company") on
Form 10-KSB/A for the period ended December 31, 2006 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Thomas
B. Winmill, Chief Executive Officer of the Company, certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
act of 2002, that:
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 result of operations of the Company.
/s/ Thomas B. Winmill
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Thomas B. Winmill
Chief Executive Officer
April 3, 2007
7
EXHIBIT 32.2
CFO CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Bexil Corporation (the "Company") on
Form 10-KSB/A for the period ended December 31, 2006 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Thomas
O'Malley, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley act of
2002, that:
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 result of operations of the Company.
/s/ Thomas O'Malley
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Thomas O'Malley
Chief Financial Officer
April 3, 2007
8