Attached files
| file | filename |
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| EX-31.2 - CERTIFICATION - VIKING SYSTEMS INC | viking_ex3102.htm |
| EX-31.1 - CERTFICATION - VIKING SYSTEMS INC | viking_ex3101.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Mark One)
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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended September 30, 2010
OR
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from ________ to _________
Commission file number 000-49636
VIKING SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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86-0913802
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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134 Flanders Road, Westborough, MA 01581
(Address of principal executive offices) (Zip Code)
(508) 366-3668
(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 ¨
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 o
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.
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Large accelerated filer ¨
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Accelerated filer ¨
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Non-accelerated filer (Do not check if a smaller reporting company) ¨
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Smaller reporting company x
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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 registrant had 58,344,489 shares of common stock, $0.001 par value per share, outstanding as of October 31, 2010.
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Table of Contents
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Page
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| Explanatory Note | 2 | ||
| Exhibits | 3 | ||
| Signatures | 5 | ||
Explanatory Note
This Amendment (“Amendment”) on Form 10-Q/A amends our Quarterly Report on Form 10-Q for the quarter ended September 30, 2010 (“Original Filing”) as filed on November 4, 2010, in response to communications received from the Securities and Exchange Commission (the “Commission”). We are filing this Amendment as an exhibit-only filing solely to re-file Exhibits 31.1 and 31.2.
Except for the foregoing amended information, this Form 10-Q/A continues to describe conditions as of the date of the Original Filing, and we have not updated the disclosures contained herein to reflect events that have occurred subsequent to that date. Other events occurring after the date of the Original Filing or other information necessary to reflect subsequent events have been disclosed in reports filed with the Commission subsequent to the Original Filing.
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EXHIBITS
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Exhibit
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Number
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Exhibit
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3.1
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Certificate of Incorporation as Amended of the Registrant dated June 8, 2006 (included as Exhibit 3.1 to the Registrant's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2007, filed on March 31, 2008 and incorporated herein by reference).
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3.2
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Bylaws of the Registrant (included as Exhibit 3.3 to the Registrant's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2007, filed on March 31, 2008 and incorporated herein by reference).
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4.1
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Certificate of Preferences, Rights and Limitations of Series B Variable Dividend Convertible Preferred Stock (included as Exhibit 4.01 to the Form 8-K filed May 25, 2006, and incorporated herein by reference).
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10.1
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Stock Incentive Plan, dated March 31, 2004 (included as Exhibit 10.1 to the Form 8-K filed April 1, 2004, and incorporated herein by reference).
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10.2
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2004 Non-Employee Director Stock Ownership Plan dated December 29, 2005 (included as Exhibit 10.2 to the Form 8-K filed April 1, 2004, and incorporated herein by reference).
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10.3
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Executive Change of Control Agreement between the Registrant and John Kennedy, dated August 6, 2008 (included as Exhibit 99.2 to the Form 8-K filed August 11, 2008, and incorporated herein by reference).
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10.4
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Executive Change of Control Agreement between the Registrant and Robert Mathews, dated August 6, 2008 (included as Exhibit 99.3 to the Form 8-K filed August 11, 2008, and incorporated herein by reference).
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10.5
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Lease between the Registrant and Robert F. Tambone as Trustee of MAT Realty Trust, dated September 23, 2004 (included as Exhibit 10.1 to the Form 8-K filed October 1, 2004, and incorporated herein by reference).
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10.6
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First Amendment to Lease between the Registrant and Robert F. Tambone as Trustee of MAT Realty Trust, dated February 5, 2007 (included as exhibit 10.18 to the Registrant's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2006, and incorporated herein by reference).
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10.7
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Recapitalization Agreement between the Registrant and Securityholders, dated December 31, 2007 (included as exhibit 99.1 to the Form 8-K filed January 7, 2008, and incorporated herein by reference).
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10.8
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Securities Purchase Agreement between the Registrant and various investors, dated January 4, 2008 (included as Exhibit 99.2 to the Form 8-K filed January 7, 2008, and incorporated herein by reference).
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10.9
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Executive Employment Agreement between the Registrant and William C. Bopp, dated January 4, 2008 (included as Exhibit 99.3 to the Form 8-K filed January 7, 2008, and incorporated herein by reference).
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10.10
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Amendment to Executive Employment Agreement between the Registrant and William C. Bopp, dated February 27, 2008 (included as Exhibit 99.2 to the Form 8-K filed February 29, 2008, and incorporated herein by reference).
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10.11
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Investment Agreement by and between Viking Systems, Inc. and Dutchess Opportunity Fund, II, LP, dated January 7, 2010 (included as Exhibit 10.1 to the Form 8-K filed January 7, 2010, and incorporated herein by reference).
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10.12
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Registration Rights Agreement by and between Viking Systems, Inc. and Dutchess Opportunity Fund, II, LP, dated January 7, 2010 (included as Exhibit 10.2 to the Form 8-K filed January 7, 2010, and incorporated herein by reference).
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10.13
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Viking Systems, Inc.’s Amended 2008 Equity Incentive Plan (included as Exhibit 99.1 to the Form S-8 filed January 15, 2010, and incorporated herein by reference).
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10.14
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Viking Systems, Inc.’s 2008 Non-Employee Directors' Stock Option Plan, dated January 18, 2008 (included as Annex B to the Registrant’s Schedule 14-C Information Statement filed April 10, 2008, and incorporated herein by reference).
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3
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10.15
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Lease between the Registrant and MAT Realty Trust, dated September 23, 2004 (included as Exhibit 10.1 to the Form 8-K, filed on October 1, 2004 and incorporated herein by reference.)
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10.16
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First Amendment to Lease between the Registrant and MAT Realty Trust, dated February 5, 2007 (included as Exhibit 10,18 to the Registrant’s Annual Report on Form 10-K for the period ending December 31, 2006, filed on March 27, 2007 and incorporated herein by reference.)
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10.17
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Second Amendment to Lease between the Registrant and the Baltic Group, LLC, dated March 8, 2010 (included as Exhibit 10.14 to the Registrant’s Quarterly Report on Form 10-Q for the period ending March 31, 2010 filed on May 5, 2010 and incorporated herein by reference.)
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31.1
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Certifications of Principal Executive Officer in accordance with 18 U.S.C. Section 1350, as adopted by Section 302 of the Sarbanes- Oxley Act of 2002 (included herewith).
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31.2
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Certifications of Principal Financial Officer in accordance with 18 U.S.C. Section 1350, as adopted by Section 302 of the Sarbanes-Oxley Act of 2002 (included herewith).
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32.1
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Certification of Principal Executive Officer in accordance with 18 U.S.C. Section 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002 (included as Exhibit 32.1 to the Registrant’s Quarterly Report on Form 10-Q for the period ending September 30, 2010, filed November 4, 2010 and incorporated herein by reference).
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32.2
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Certification of Principal Financial Officer in accordance with 18 U.S.C. Section 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002 (included as Exhibit 32.2 to the Registrant’s Quarterly Report on Form 10-Q for the period ending September 30, 2010, filed November 4, 2010 and incorporated herein by reference).
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SIGNATURE
Pursuant to the requirements of the Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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Dated: December 7, 2010
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VIKING SYSTEMS, INC.
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By:
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/s/ John Kennedy
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Chief Executive Officer
(Principal Executive Officer)
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By:
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/s/ Robert Mathews
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Executive Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
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