NN 10QA 113006


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 September  30, 2005

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 Number)

2000 Waters Edge Drive
Building C, Suite 12
Johnson City, Tennessee 37604
(Address of principal executive offices, including zip code)

 (423) 743-9151
(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 x  No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
 
 Large accelerated filer o    Accelerated filer x    Non-accelerated filer o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o  No x
 
As of October 31, 2005 there were 17,206,072 shares of the registrant’s common stock, par value $0.01 per share, outstanding.
 

Explanatory Note

This Amendment to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2005, of NN, Inc. is being filed solely to correct an inadvertent omission of text in the Certifications contained in Exhibits 31.1 and 31.2 and to add the caption on the cover indicating the Company is not a shell company.
 
Item 6.  Exhibits
 
    The following Exhibits are filed herewith:
    
 Exhibit 31.1  Certification  Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 Exhibit 31.2  Certification  Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 
SIGNATURES


Pursuant to the requirements of the Section 13 of 15(d) of the Securities Act of 1934, the registrant has duly caused this amendment to its quarterly report on Form 10-Q/A to be signed on its behalf by the undersigned thereunto duly authorized.


 
     
  NN, INC.
 
 		  
 		  
 
Date: March 15, 2006 By:   /s/ Roderick R. Baty  
 
      Roderick R. Baty
  Title:   Chairman, President and  Chief Executive Officer
 
     
 
 
 		  
 		  
 
Date: March 15, 2006 By:   /s/ James H. Dorton
   
      James H. Dorton
 
Title:  Vice President - Corporate Development and
          Chief Financial Officer
 
     
 
 
 		  
 		  
 
Date: March 15, 2006 By:   /s/ William C. Kelly, Jr.  
 
     William C. Kelly, Jr.
  Title:  Vice President and Chief Administrative Officer