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EX-31.1 - ROFIN SINAR TECHNOLOGIES INCc63694_ex31-1.htm
EX-31.2 - ROFIN SINAR TECHNOLOGIES INCc63694_ex31-2.htm
EX-32.2 - ROFIN SINAR TECHNOLOGIES INCc63694_ex32-2.htm
EX-32.1 - ROFIN SINAR TECHNOLOGIES INCc63694_ex32-1.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 September 30, 2010

o

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: 000-21377

 

ROFIN-SINAR TECHNOLOGIES INC.

(Exact name of Registrant as specified in its charter)

 

 

 

 

Delaware

38-3306461

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)

 

 

40984 Concept Drive, Plymouth, MI

48170

(Address of principal executive offices)

(Zip Code)

 

 

Registrant’s telephone number, including area code: (734) 455-5400

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Name of each exchange on which registered

Common stock, par value $0.01 per Share

The NASDAQ Global Select Market

Rights Associated with common stock, par value

 

$0.01 per Share

 

Securities registered pursuant to Section 12(g) of the Act: NONE

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities

 

Act. Yes  o 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 o 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 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 has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) 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. 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 definition of “accelerated filer”, “large accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

 

 

 

 

 

 

Large accelerated filer o

Accelerated filer x

Non-accelerated filer o

Smaller reporting company 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

 

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant based upon the closing price of the common stock on March 30, 2010 (the last business day of the most recently completed second fiscal quarter) as reported by the NASDAQ Global Select Market was approximately $653,218,528. For the purposes hereof, “affiliates” include all executive officers and directors of the registrant.

 

28,397,796 shares of the registrant’s common stock, par value $0.01 per share, were outstanding as of November 29, 2010.

 

Certain sections of the Company’s Proxy Statement to be filed in connection with the Company’s 2011 Annual Meeting of Stockholders to be held in March 2011 are incorporated by reference herein at Part III, Items 10-14.

 

 

 

 



 

 

EXPLANATORY NOTE

This Amendment No. 1 to Form 10-K (this “Amendment”) amends the Annual Report on Form 10-K for the fiscal year ended September 30, 2010, originally filed on November 30, 2010 (the “Original 10-K”), of Rofin-Sinar Technologies Inc.., a Delaware corporation (the “Company” or “we”). We are filing this Amendment solely to correct an inadvertent clerical error on the cover page of the Original 10-K in which the box identifying the Company as a non-accelerated filer was incorrectly checked. The clerical error has been corrected in this Amendment by checking the “Accelerated filer” box on the cover page. This Amendment does not reflect events occurring after November 30, 2010 or otherwise modify or update the disclosures set forth in the Original 10-K, including the financial statements and notes thereto included in the Original 10-K.

 

 

 



 

 

PART IV

 

 

 

ITEM 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 

 

 

 

 

 

a.

The following documents are filed as part of this report:

 

 

 

 

3.

Exhibits

 

 

 

 

The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this report.

 

 

 

 

 

 

 

 

 

 

EXHIBIT

NUMBER

DESCRIPTION

 

 

31.1

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

31.2

Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer

32.1

Section 1350 Certification of Chief Executive Officer

32.2

Section 1350 Certification of Chief Financial Officer

 

 



 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

 

 

Date:          December 23, 2010

ROFIN-SINAR TECHNOLOGIES INC.

By:

/s/

Günther Braun

Günther Braun

President, Chief Executive Officer, and Director

 

Pursuant to the requirements of the Securities Act of 1934, this Amendment has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

 

 

 

 

 

 

SIGNATURE

TITLE

DATE

/s/

Peter Wirth

Chairman of the Board

December 23, 2010

Peter Wirth

/s/

Günther Braun

President, Chief Executive Officer,

December 23, 2010

Günther Braun

/s/

Ingrid Mittelstaedt

Chief Financial Officer

December 23, 2010

Ingrid Mittelstaedt

/s/

Ralph Reins

Director

December 23, 2010

Ralph Reins

/s/

Gary Willis

Director

December 23, 2010

Gary Willis

/s/

Carl F. Baasel

Director

December 23, 2010

Carl F. Baasel

/s/

Daniel Smoke

Director

December 23, 2010

Daniel Smoke

/s/

Stephen Fantone

Director

December 23, 2010

Stephen Fantone

 

 

 



 

 

INDEX TO EXHIBITS

 

 

 

 

Exhibit No.

Exhibit

 

 

31.1

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

31.2

Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer

32.1

Section 1350 Certification of Chief Executive Officer

32.2

Section 1356 Certification of Chief Financial Officer