Attached files
| file | filename |
|---|---|
| EX-32.1 - CERTIFICATION - ARC Group Worldwide, Inc. | ex32-1.htm |
| EX-31.1 - CERTIFICATION - ARC Group Worldwide, Inc. | ex31-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10 – K/A
Amendment
No. 1
|
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
|
¨
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF
1934
|
For the
transition period from _________ to _________
ARC Wireless Solutions,
Inc.
(Exact
name of registrant as specified in its charter)
Utah
(State
or other jurisdiction of incorporation or organization)
|
000-18122
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87-0454148
|
|
(Commission File
Number)
|
(IRS
Employer Identification Number)
|
10601
West 48th
Avenue
Wheat Ridge, Colorado,
80033-2660
(Address
of principal executive offices including zip code)
(303)
421-4063
(Registrant’s
telephone number, including area code)
Securities
registered pursuant to Section 12(b) of the Exchange Act:
(None)
Securities
registered pursuant to Section 12(g) of the Exchange Act:
$.0005
par value common stock
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 13(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 Exchange Act 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 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).
Yes £ No £
1
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained in this form, 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. To the best of registrants’ knowledge, there are no disclosures of
delinquent filers required in response to Item 405 of Regulation S-K. ¨
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
the definitions 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
|
¨
|
|
Non-Accelerated Filer
|
¨
|
Smaller Reporting Company
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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
As of
June 30, 2008, the last business day of the Registrant’s most recently completed
second quarter, the aggregate market value of the voting stock held by
non-affiliates of the registrant was approximately $8,399,000. This calculation
is based upon the average of the bid and ask price of $4.60 of the stock on June
30, 2008 as reported by NASDAQ. Without asserting that any director or executive
officer of the registrant, or the beneficial owner of more than five percent of
the registrant’s common stock, is an affiliate, the shares of which they are the
beneficial owners have been deemed to be owned by affiliates solely for this
calculation.
Issuer's
revenues for its most recent fiscal year: $7,257,000
The
number of shares of the registrant’s $.0005 par value common stock outstanding
as of January 31, 2009 was 3,091,350
Explanatory Note: This
Amendment Number 1 to the Annual Report on Form 10-K of ARC Wireless Solutions,
Inc. (the “Company”), amends only those Items of the Form 10-K originally filed
on March 31, 2009 contained herein. All other Items of the Form 10-K
originally filed on March 31, 2009 are incorporated herein by reference thereto
without changes. This Amendment is filed to revise that portion of
Item 10 pertaining to Section 16(a) Beneficial Ownership Reporting
Compliance.
2
PART
III
Section 16(a) Beneficial
Ownership Reporting Compliance
Section
16(a) of the Securities Act of 1934, as amended (the “Exchange Act”) requires
our directors, executive officers and holders of more than 10% of our common
stock to file with the Securities and Exchange Commission initial reports of
ownership and reports of changes in ownership of common stock and other equity
securities of ours. Based solely on our review of the copies of such forms we
received, we believe that during the year ended December 31, 2008, all such
filing requirements applicable to our officers and directors were complied with,
except that reports were filed late by the following persons:
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Name
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Number of
Late Reports
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Transactions
Not Timely Reported
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Known Failures to
File a Required
Form
(a)
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|||||
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Jason
Young
Chief
Executive Officer
Chairman
of the Board of Directors
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2
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2
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2
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|||||
|
Viktor
Nemeth
Director
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1
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1
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1
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|||||
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Marco
Vega
Director
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1
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1
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1
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|||||
|
Randall
P. Marx
Chief
Executive Officer, Director, and Secretary
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1
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1
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1
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|||||
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Donald
A. Huebner
Director
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1
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1
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1
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|||||
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Robert
E. Wade
Director
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1
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1
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1
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|||||
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Sigmund
A. Balaban
Director
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1
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1
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1
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|||||
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Richard
L. Anderson
Executive
Vice President
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1
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1
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1
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|||||
|
Monty
R. Lamirato
Chief
Financial Officer and Treasurer
|
1
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1
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1
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|||||
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Evansville
Limited
10%
shareholder
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1
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1
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1
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|||||
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Brean
Murray Carret Group, Inc.
10%
shareholder
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1
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1
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1
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|||||
(a) The
Company has only recently become aware of the delinquent filing of Form 3s and
Form 4s by current and former officers, directors, and 10%
owners. The Company intends to take action to rectify this situation
for the current officers, directors and 10% shareholders within the next ten
(10) days.
3
EXHIBIT
INDEX
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Exhibit
Number
|
Description
|
|
3.1
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Amended
and Restated Articles of Incorporation dated October 11, 2000.
(1)
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|
3.2
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Bylaws
of the Company as amended and restated on March 25, 1998.
(2)
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10.1
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Agreement
between and among Winncom Technologies Inc., Winncom Technologies Corp.
and theCompany dated May 24, 2000. (3)
|
|
10.2
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Stock
Purchase Agreement, by and among Bluecoral limited, Winncom Technologies
Corp. and theCompany dated as of July 28, 2006. (4)
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|
10.3
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Escrow
Agreement, dated July 28, 2006, by and among the Company, Bluecoral
Limited and Consumer TitleServices, LLC. (4)
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10.4
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Employment
Agreement effective January 31, 2008 between the Company and Randall P.
Marx. (5)
|
|
10.5
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Employment
Agreement effective November 1, 2007 between the Company and Monty R.
Lamirato. (6)
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|
10.6
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Employment
Agreement effective November 1, 2007 between the Company and Steve C.
Olson. (6)
|
|
10.7
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Employment
Agreement effective November 1, 2007 between the Company and Richard L.
Anderson. (6)
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|
10.8
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Separation
Agreement effective November 18, 2008 between the Company and Randall P.
Marx. (8)
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10.9
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Separation
Agreement effective November 26, 2008 between the Company and Monty R.
Lamirato. (8)
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10.10
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Separation
Agreement effective November 26, 2008 between the Company and Richard L.
Anderson. (8)
|
|
14.1
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Amended
and Restated Code of Ethics. (7)
|
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21.1
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Subsidiaries
of the Registrant. (8)
|
|
31.1
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Certification
of Principal Executive Officer and Principal Financial Officer pursuant to
Section 302 of theSarbanes-Oxley Act of 2002.
|
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32.1
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Certification
of the Principal Executive Officer and Principal Financial Officer
pursuant to 18 U.S.C. Section1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
|
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99.1
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Nominating
Policies and Procedures. (9)
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(1)
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Incorporated
by reference from the Company’s Report on Form 10-KSB for December 31,
2000 filed withthe Securities and Exchange Commission on April 2,
2001.
|
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(2)
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Incorporated
by reference from the Company’s Report on Form 10-KSB for December 31,
1997 filed withthe Securities and Exchange Commission on March 31,
1998.
|
|
(3)
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Incorporated
by reference from Exhibit 2.1 of the Company’s Report on Form 8-K filed
with the Securitiesand Exchange Commission on June 8,
2000.
|
|
(4)
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Incorporated
by reference from the Company’s Report on Form 8-K/A filed with the
Securities andExchange Commission on August 2,
2006.
|
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(5)
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Incorporated
by reference from the Company’s Report on Form 8-K filed with the
Securities and ExchangeCommission on February 7, 2008.
|
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(6)
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Incorporated
by reference from the Company’s Report on Form 8-K filed with the
Securities and ExchangeCommission on November 8,
2007.
|
|
(7)
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Incorporated
by reference from the Company’s Report on Form 8-K filed with the
Securities and ExchangeCommission on November 13, 2006.
|
| (8) | Incorporated by reference from the Company’s Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2009. |
| (9) | Incorporated by reference from the Company’s Schedule 14A filed with the Securities and Exchang Commission on December 1, 2009. |
4
In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
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ARC
Wireless Solutions, Inc.
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|||
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Date: December
9, 2009
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By:
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/s/ Jason
Young
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|
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Name:
Jason Young
Title:
Principal Executive Officer,
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|||
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Principal Financial Officer and
Principal
Accounting Officer
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|||
In
accordance with the Exchange Act, this report has been signed by the following
persons on behalf of the registrant in the capacities and on the dates
indicated.
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Date
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Signatures
|
|
December
9, 2009
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/s/ Jason
Young
Jason
Young, Director
|
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December
9, 2009
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/s/ Viktor
Nemeth
Viktor
Nemeth, Director
|
|
December
9, 2009
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/s/ Marco
Vega
Marco
Vega, Director
|
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December
9, 2009
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/s/ Javier
Baz
Javier
Baz, Director
|
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December
9, 2009
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/s/ Amit
Chatwani
Amit
Chatwani, Director
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5