UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K/A
x ANNUAL REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the fiscal year ended December 31, 2008
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 0-23486
NN,
INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
62-1096725
|
|||
|
(State or
other jurisdiction of incorporation or organization)
|
(I.R.S.
Employer Identification No.)
|
|||
|
2000
Waters Edge Drive
Johnson
City, Tennessee
|
37604
|
|||
|
(Address of
principal executive offices)
|
(Zip
Code)
|
Registrant's
telephone number, including area code: (423) 743-9151
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,
par value $.01
|
The NASDAQ
Stock Market LLC
|
Securities
registered pursuant to Section 12(g) of the Act:
None
(Title of
class)
Indicate by check mark if the
registrant is a well-known seasoned issuer, as defined in Rule 405 of the
Securities Act.
Yes ¨ No
x
Indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 or Section
15(d) of the Act.
Yes ¨ No
x
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 and 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. x
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 definition of “large
accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule
12b-2 of the Exchange Act. (Check one):
Large
accelerated filer ¨ Accelerated
filer x Non-accelerated
filer ¨
Smaller reporting Company ¨
(Do not
check if a smaller reporting company)
Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No x
The aggregate market value of the
voting stock held by non-affiliates of the registrant at June 30, 2008, based on
the closing price on the NASDAQ Stock Market LLC on that date was approximately
$222,308,972.
The number of shares of the
registrant's common stock outstanding on March 31, 2009 was 16,267,924.
DOCUMENTS INCORPORATED BY
REFERENCE
Portions
of the Proxy Statement with respect to the 2009 Annual Meeting of Stockholders
are incorporated by reference in Part III, Items 10 to 14 of this Annual Report
on Form 10-K as indicated herein.
EXPLANATORY NOTE: This
amendment to registrant's Annual Report on Form 10-K for the year ended December
31, 2008 is being filed to include the "conformed" signature of
PriceWaterhouseCoopers to its report and its consent, both of which were dated
March 31, 2009, which conformed signatures were inadvertently omitted from the
original filing on March 31, 2009.
Report of
Independent Registered Public Accounting Firm
To the
Board of Directors and Stockholders of NN, Inc
In our opinion, the accompanying consolidated balance sheets, and the
related consolidated statements of income (loss) and comprehensive income
(loss), of changes in stockholders' equity and of cash flows present fairly, in
all material respects, the financial position NN, Inc. and its subsidiaries at
December 31, 2008 and December 31, 2007, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 2008 in conformity with accounting principles generally accepted in
the United States of America. Also in our opinion, the Company maintained,
in all material respects, effective internal control over financial reporting as
of December 31, 2008, based on criteria established in Internal Control - Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO). The Company's management is responsible for these financial
statements, for maintaining effective internal control over financial reporting
and for its assessment of the effectiveness of internal control over financial
reporting, included in Management's Report on Internal Control over Financial
Reporting appearing under Item 9A. Our responsibility is to express
opinions on these financial statements and on the Company's internal control
over financial reporting based on our integrated audits. We conducted our
audits in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement and whether effective internal
control over financial reporting was maintained in all material respects.
Our audits of the financial statements included examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation.
Our audit of internal control over financial reporting included obtaining an
understanding of internal control over financial reporting, assessing the risk
that a material weakness exists, and testing and evaluating the design and
operating effectivenss of internal control based on the assessed risk. Our
audits also included performing such other procedures as we considered necessary
in the circumstances. We believe that our audits provide a reasonable
basis for our opinions.
As discussed in Note 8 to the consolidated financial statements, the
Company changed the manner in which it accounts for defined benefit plans
effective December 31, 2006. As discussed in Note 13 to the consolidated
financial statements, the Company changed the manner in which it accounts for
uncertain tax positions as of January 1, 2007.
A company's internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company's
internal control over financial reporting includes those policies and procedures
that (i) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of
the company, (ii) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and expenditures of
the company are being made only in accordance with authorizations of management
and directors of the company, and (iii) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition
of the company's assets that could have a material effect on the financial
statements.
Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections of
any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.
/s/PricewaterhouseCoopers
LLP
Raleigh,
North Carolina
March 31,
2009
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
| NN, INC. | |||
|
Date:
April 14, 2009
|
By:
|
/s/ Roderick R. Baty | |
| Name: Roderick R. Baty | |||
| Title: Chairman, Chief Executive Officer, and President | |||
|
Date:
April 14, 2009
|
By:
|
/s/ James H. Dorton | |
| Name: James H. Dorton | |||
| Title: Vice President - Corporate Development and | |||
| Chief Financial Officer |
|
Date: April
14, 2009
|
By:
|
/s/ William C. Kelly, Jr. | |
| Name : William C. Kelly, Jr. | |||
| Title : Vice President and Chief Administrative Officer | |||
INDEX TO
EXHIBITS
|
2.1
|
Asset
Purchase Agreement dated April 14, 2003 among SKF Holding Maatschappij
Holland B.V., SKF B.V., NN, Inc. and NN Netherlands B.V. (incorporated by
reference to Exhibit 2.1 of Form 8-K filed on May 16,
2003)
|
|
3.1
|
Restated
Certificate of Incorporation of the Company (incorporated by reference to
Exhibit 3.1 of the Company’s Registration Statement No. 333-89950 on Form
S-3 filed June 6, 2002)
|
|
3.2
|
Restated By-Laws of the Company (incorporated by reference to Exchibit 3.2 of the Company's Registration Statement No. 333-89950 on Form S-3 filed June 6, 2002) |
|
3.3
|
Form of Certificate of Designation of Series A Junior Participating Preferred Stock on NN, Inc., as filed with the Secretary of the State of Delaware on December 15, 2008 (incorporated by reference to the Company's Form 8-K filed December 18, 2008) |
|
3.4
|
Amendments to the Restated By-Laws of NN, Inc. (incorporated by reference to the Company's Form 8-K filed December 18, 2008) |
|
4.1
|
The
specimen stock certificate representing the Company’s Common Stock, par
value $0.01 per share (incorporated by reference to Exhibit 4.1 of the
Company’s Registration Statement No. 333-89950 on Form S-3 filed June 6,
2002)
|
|
4.2
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Article
IV, Article V (Sections 3 through 6), Article VI (Section 2) and Article
VII (Sections 1 and 3) of the Restated Certificate of Incorporation of the
Company (included in Exhibit 3.1)
|
|
4.3
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Article
II (Sections 7 and 12), Article III (Sections 2 and 15) and Article VI of
the Restated By-Laws of the Company (included in Exhibit
3.2)
|
|
4.4
|
Rights Agreement, dated as of December 16, 2008, by and between NN, Inc. and Computershare Trust Company, N.A., including the form of Certificate of Designation, the Form of Right, Certificate and the Summary of Rights to Purchase attached thereto as Exhibits A, B and C, respectively (incorporated by reference to the Company's Form 8-K filed December 18, 2008) |
|
10.1
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NN,
Inc. Stock Incentive Plan and Form of Incentive Stock Option Agreement
pursuant to the Plan (incorporated by reference to Exhibit 10.1 of the
Company’s Registration Statement No. 333-89950 on Form S-3/A filed July
15, 2002)*
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|
10.2
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Amendment
No. 1 to the NN, Inc. Stock Incentive Plan (incorporated by reference to
Exhibit 4.6 of the Company’s Registration Statement No. 333-50934 on Form
S-8 filed on November 30, 2000)*
|
|
10.3
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Amendment
No. 2 to the NN, Inc. Stock Incentive Plan (incorporated by reference to
Exhibit 4.7 of the Company’s Registration Statement No. 333-69588 on Form
S-8 filed on September 18, 2001)*
|
|
10.4
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Amendment
No. 3 to NN, Inc. Stock Incentive Plan as ratified by the shareholders on
May 15, 2003 amending the Plan to permit the issuance of awards under the
Plan to directors of the Company (incorporated by reference to Exhibit
10-1 of the Company's Quarterly Report on Form 10-Q filed August 14,
2003)*
|
|
10.5
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Form
of Indemnification Agreement (incorporated by reference to Exhibit 10.6 of
the Company’s Registration Statement No. 333-89950 on Form S-3/A filed
July 15, 2002)
|
|
10.6
|
Form
of Stock Option Agreement, dated December 7, 1998, between the Company and
the non-employee directors of the Company (incorporated by reference to
Exhibit 10.15 of the Company’s Annual Report on Form 10-K filed March 31,
1999)*
|
|
10.7
|
Elective
Deferred Compensation Plan, dated February 26, 1999 (incorporated by
reference to Exhibit 10.16 of the Company’s Annual Report on Form 10-K
filed March 31, 1999)*
|
|
10.8
|
NN,
Inc. 2005 Stock Incentive Plan (incorporated by reference to the Company's
Form S-8 filed December 16, 2005)*
|
|
10.9
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Executive
Employment Agreement, dated August 21, 2006, between the Company and
Roderick R. Baty (incorporated by reference to the Company's Form 8-K
filed August 24, 2006)*
|
|
10.10
|
Executive
Employment Agreement, dated August 21, 2006, between the Company and James
H. Dorton (incorporated by reference to the Company's Form 8-K filed
August 24, 2006)*
|
|
10.11
|
Executive
Employment Agreement, dated August 21, 2006, between the Company and
Nicola Trombetti (incorporated by reference to the Company's Form 8-K
filed August 24, 2006)*
|
|
10.12
|
Executive
Employment Agreement, dated August 21, 2006, between the Company and
Thomas McKown (incorporated by reference to the Company's Form 8-K filed
August 24, 2006)*
|
|
10.13
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Executive
Employment Agreement, dated August 21, 2006, between the Company and James
Anderson (incorporated by reference to the Company's Form 8-K filed August
24, 2006)*
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|
10.14
|
Executive
Employment Agreement, dated August 21, 2006, between the Company and David
M. Gilson (incorporated by reference to the Company's Form 8-K filed
October 3, 2006)*
|
|
10.15
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Executive
Employment Agreement, dated August 21, 2006, between the Company and
Thomas G. Zupan (incorporated by reference to the Company's Form 8-K filed
December 6, 2006)*
|
|
10.16
|
Executive
Employment Agreement, dated August 21, 2006, between the Company and Frank
T. Gentry (incorporated by reference to Company's Current Report on Form
8-K filed August 24, 2006)*
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|
10.17
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Executive
Employment Agreement, dated August 21, 2006, between the Company and
Robert R. Sams (incorporated by reference to the Company's Current Report
on Form 8-K filed August 21, 2006)*
|
|
10.18
|
Executive
Employment Agreement dated August 21, 2006, between the Company and
William C. Kelly, Jr. (incorporated by reference to the Company's Current
Report on Form 8-K filed August 24,
2006)*
|
|
10.19
|
NN
Euroball, ApS Shareholder Agreement dated April 6, 2000 among NN, Inc., AB
SKF and FAG Kugelfischer Georg ShaferAG (incorporated by reference to
Exhibit 10.26 of the Company's Annual Report on Form 10-K filed March 29,
2002)
|
|
10.20
|
Frame
Supply Agreement between Euroball S.p.A., Kugelfertigung Eltmann GmbH, NN
Euroball Ireland Ltd. and Ascometal effective January 1, 2002 (We have
omitted certain information from the Agreement and filed it separately
with the Securities and Exchange Commission pursuant to our request for
confidential treatment under Rule 24b-2. We have identified the omitted
confidential information by the following statement, "Confidential
portions of material have been omitted and filed separately with the
Securities and Exchange Commission," as indicated throughout the document
with an asterisk in brackets ([*])) (incorporated by reference to Exhibit
10.26 of the Company's Annual Report on Form 10-K filed March 31,
2003)
|
|
10.21
|
Supply
Agreement between NN Euroball ApS and AB SKF dated April 6, 2000. (We have
omitted certain information from the Agreement and filed it separately
with the Securities and Exchange Commission pursuant to our request for
confidential treatment under Rule 24b-2. We have identified the omitted
confidential information by the following statement, "Confidential
portions of material have been omitted and filed separately with the
Securities and Exchange Commission, " as indicated throughout the document
with a n asterisk in brackets([*]) (incorporated by reference to Exhibit
10.3 of the Company's Quarterly Report on Form 10-Q filed August 14,
2003)
|
|
10.22
|
Global
Supply Agreement among NN, Inc., NN Netherlands B.V. and SKF Holding
Maatschappij Holland B.V. dated April 14, 2003. (We have omitted certain
information from the Agreement and filed it separately with the Securities
and Exchange Commission pursuant to our request for confidential treatment
under Rule 24b-2. We have identified the omitted confidential information
by the following statement, "Confidential portions of material have been
omitted and filed separately with the Securities and Exchange Commission,
" as indicated throughout the document with a n asterisk in
brackets([*])(incorporated by reference to Exhibit 10.4 of the Company's
Quarterly Report on Form 10-Q filed August 14,
2003)
|
|
10.23
|
Note
Purchase Agreement dated April 22, 2004 among NN, Inc. as the Borrower and
its Subsidiary Guarantors and the Prudential Insurance Company of America
as Agent for the Purchase. (incorporated by reference to Exhibit 10.28 of
the Company's Annual Report on Form 10-K filed March 16,
2005)
|
|
10.24
|
Second
Amended and Restated Note Purchase and Shelf Agreement dated as of March
13, 2009, among NN, Inc. and The Prudential Insurance Company of
America, Prudential Retirement Insurancce and Annuity Company, American
Bankers Life Assurance Company of Florida, Inc., Farmers New World Life
Insurance Company and Time Insurance Company (incorporated by reference to
the Company's Form 8-K filed March 17,
2009)
|
|
10.25
|
Amended
and Restated Credit Agreement dated as of March 13, 2009 among NN,
Inc., and the Lenders as named therein, KeyBank National Association as
Lead Arranger, Book Runner and Administrative Agent, and Regions
Bank, as Swing Line Lender (incorporated by reference to the Company's
Current Report on Form 8-K filed March 17,
2009)
|
21.1 List of Subsidiaries
of the Company.
**23.1 Consent
of Independent Registered Public Accounting Firm
**31.1 Certification
of Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley
Act
**31.2 Certification
of Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley
Act
**32.1 Certification
of Chief Executive Officer pursuant to Section 906 of Sarbanes-Oxley
Act
**32.2 Certification
of Chief Financial Officer pursuant to Section 906 of Sarbanes-Oxley
Act
______________
* Management
contract or compensatory plan or arrangement.
** Filed
herewith.
EXHIBIT
23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
We
hereby consent to the incorporation by reference in the Registration Statement
on Form S-8 (No. 333-130395, No. 333-50934, No. 33-87572, and No. 333-69588) of
NN, Inc. of our report dated March 31, 2009 relating to the financial statements
and the effectiveness of internal control over financial reporting, which
appears in this Form 10-K.
/s/PricewaterhouseCoopers LLP
Greensboro, North Carolina
March 31, 2009
Exhibit
31.1
I,
Roderick R. Baty, certify that:
|
1)
|
I
have reviewed this annual report on Form 10-K of NN,
Inc.;
|
|
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 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 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)
|
Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
|
|
c)
|
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
|
|
d)
|
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 (the registrant’s fourth fiscal quarter in the case of the
annual report) 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 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: April
14, 2009
|
Signature:
|
|
/s/Roderick R. Baty | |
| Name: Roderick R. Baty | |||
| Title: Chairman, Chief Executive Officer, and President |
Exhibit
31.2
CERTIFICATION
PURSUANT TO RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF
1934, AS AMENDED
I, James
H. Dorton, certify that:
|
1)
|
I
have reviewed this annual report on Form 10-K of NN,
Inc.;
|
|
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 annual 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 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 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)
|
Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
|
|
c)
|
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
|
|
d)
|
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 (the registrant’s fourth fiscal quarter in the case of the
annual report) 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 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: April
14, 2009
|
Signature:
|
By:
|
/s/ James H. Dorton | |
| Name: James H. Dorton | |||
| Title: Vice President - Corporate Development and | |||
| Chief Financial Officer |
Exhibit
32.1
CERTIFICATION
OF CHIEF EXECUTIVE OFFICER PURSUANT
TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of
NN, Inc. (the “Company”) on Form 10-K for the annual period ended December 31,
2008, as filed with the Securities and Exchange Commission on the date hereof
(the “Report”), the undersigned, in the capacity and date indicated below,
hereby certifies pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the
Sarbanes-Oxley Act of 2002, that, to my knowledge: (1) The Report fully complies
with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 as amended; and (2) The information contained in the Report fairly
presents, in all material respects, the financial condition and results of
operations of the Company.
|
Date: April
14, 2009
|
By:
|
/s/ Roderick R. Baty | |
| Roderick R. Baty | |||
| Chairman, President and Chief Executive Officer |
[A signed
original of this written statement required by Section 906 has been provided to
NN, Inc. and will be retained by NN, Inc. and furnished to the Securities and
Exchange Commission or its staff upon
request.]
Exhibit
32.2
CERTIFICATION
OF CHIEF FINANCIAL OFFICER PURSUANT
TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of
NN, Inc. (the “Company”) on Form 10-K for the annual period ended December 31,
2008, as filed with the Securities and Exchange Commission on the date hereof
(the “Report”), the undersigned, in the capacity and date indicated below,
hereby certifies pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the
Sarbanes-Oxley Act of 2002, that, to my knowledge: (1) The Report fully complies
with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 as amended; and (2) The information contained in the Report fairly
presents, in all material respects, the financial condition and results of
operations of the Company.
|
Date: April
14, 2009
|
By:
|
/s/ James H. Dorton | |
| James H. Dorton | |||
| Vice President – Corporate Development and Chief Financial Officer | |||
[A signed
original of this written statement required by Section 906 has been provided to
NN, Inc. and will be retained by NN, Inc. and furnished to the Securities and
Exchange Commission or its staff upon request.]