10-K/A 1 ka123104.txt HNC 10-K/A DECEMBER 31, 2004 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A Amendment No. 1 (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, 2004 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 0-18761 HANSEN NATURAL CORPORATION (Exact name of Registrant as specified in its charter) Delaware 39-1679918 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1010 Railroad Street, Corona, California 92882 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (951) 739 - 6200 Securities registered pursuant to Section 12(b) of the Act: Name of each exchange Title of each class on which registered ------------------- ----------------------- Not Applicable Not Applicable Securities registered pursuant to Section 12(g) of the Act: Title of class -------------- Common Stock, $0.005 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 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. [ ] Indicate by check mark whether the Registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes [X] No [ ] The aggregate market value of the voting stock held by nonaffiliates of the Registrant was $317,035,186 computed by reference to the sale price for such stock on the NASDAQ Small-Cap Market on February 23, 2005. The number of shares of the Registrant's common stock, $0.005 par value per share (being the only class of common stock of the Registrant), outstanding on February 23, 2005 was 10,935,189 shares. EXPLANATORY NOTE Hansen Natural Corporation (the "Company") is filing this Amendment No. 1 to its Form 10-K for the year ended December 31, 2004, as filed on March 16, 2005 (the "Original Filing") to correct an inadvertent error in Section 4 of the certifications filed as Exhibits 31.1 and 31.2 to the Form 10-K. There are no other changes to these certifications or to the Form 10-K. Because no financial statements are being filed with this Amendment No. 1, the Company is not including certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Except as described herein, this Amendment No. 1 on Form 10-K/A does not modify or update other disclosures in, or exhibits to, the Original Filing. 2 SIGNATURES Pursuant to the requirements of Sections 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. HANSEN NATURAL CORPORATION /s/ RODNEY C. SACKS Rodney C. Sacks Date: June 20, 2005 ------------------------ Chairman of the Board 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 in the capacities and on the dates indicated. Signature Title Date ------------------------ ---------------------------------- ------------- /s/ RODNEY C. SACKS Chairman of the Board of Directors June 20, 2005 ------------------------ and Chief Executive Officer Rodney C. Sacks (principal executive officer) /s/ HILTON H. SCHLOSBERG Vice Chairman of the Board of June 20, 2005 ------------------------ Directors, President, Chief Hilton H. Schlosberg Operating Officer, Chief Financial Officer and Secretary (principal financial officer, controller and principal accounting officer) /s/ NORMAN C. EPSTEIN Director June 20, 2005 ------------------------ Norman C. Epstein /s/ BENJAMIN M. POLK Director June 20, 2005 ------------------------ Benjamin M. Polk /s/ SYDNEY SELATI Director June 20, 2005 ------------------------ Sydney Selati /s/ HAROLD C. TABER, JR. Director June 20, 2005 ------------------------ Harold C. Taber, Jr. /s/ MARK S. VIDERGAUZ Director June 20, 2005 ------------------------ Mark S. Vidergauz 3 INDEX TO EXHIBITS ---------- -------------------------------------------------------------------- Exhibit Number Description ---------- -------------------------------------------------------------------- 31.1 Certification by CEO pursuant to Rule 13A-14(a) or 15D-14(a)of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 ---------- -------------------------------------------------------------------- 31.2 Certification by CFO pursuant to Rule 13A-14(a) or 15D-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 ---------- -------------------------------------------------------------------- 4