Attached files

file filename
EX-10.4 - AMEND #3 TO PROFESSIONAL SERVICES AGREEMENT - COMVERGE, INC.dex104.htm
EX-31.2 - SECTION 302 CERTIFICATION - COMVERGE, INC.dex312.htm
EX-31.1 - SECTION 302 CERTIFICATION - COMVERGE, INC.dex311.htm
EX-10.5 - AMEND #4 TO PROFESSIONAL SERVICES AGREEMENT - COMVERGE, INC.dex105.htm
EX-10.1 - PROFESSIONAL SERVICES AGREEMENT - COMVERGE, INC.dex101.htm
EX-10.2 - AMEND #1 TO PROFESSIONAL SERVICES AGREEMENT - COMVERGE, INC.dex102.htm
EX-10.3 - AMEND #2 TO PROFESSIONAL SERVICES AGREEMENT - COMVERGE, INC.dex103.htm
EX-10.6 - AMEND #5 TO PROFESSIONAL SERVICES AGREEMENT - COMVERGE, INC.dex106.htm
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q/A

(Amendment No. 1)

 

 

(Mark One)

x Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2010

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: 001-33399

 

 

Comverge, Inc.

(Exact name of Registrant as specified in its charter)

 

 

 

Delaware   22-3543611

(State or other jurisdiction of

incorporation or organization)

 

(IRS Employer

Identification No.)

5390 Triangle Parkway, Suite 300

Norcross, Georgia

  30092
(Address of principal executive offices)   (Zip Code)

(678) 392-4954

(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  ¨

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   ¨    Accelerated filer   x
Non-accelerated filer   ¨  (Do not check if a smaller reporting company)    Smaller reporting company   ¨

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

There were 25,344,242 shares of the Registrant’s common stock, $0.001 par value per share, outstanding on March 3, 2011.

 

 

 


Table of Contents

Comverge, Inc.

Index to Form 10-Q/A

 

     Page  

Explanatory Note

     3   

Part II - Other Information

  

Item 6. Exhibits

     4   

Signatures

     5   

Exhibit Index

  


Table of Contents

EXPLANATORY NOTE

This Amendment No. 1 (“Amendment”) on Form 10-Q/A amends the quarterly report on Form 10-Q of Comverge, Inc. (the “Company”) for the period ended September 30, 2010, as filed with the Securities and Exchange Commission (the “Commission”) on November 8, 2010 (“Form 10-Q”). No revisions are being made to the Company’s financial statements and, except as described below, this Amendment does not reflect events occurring after the filing of the Form 10-Q, or modify or update those disclosures that may be affected by subsequent events, and no other changes are being made to any other disclosure contained in the Form 10-Q.

This Amendment is an exhibit-only filing in response to comments received from the staff of the Securities and Exchange Commission regarding a request for confidential treatment of certain portions of Exhibits 10.1 through 10.6 originally filed with the Form 10-Q. This Amendment is being filed solely to re-file Exhibits 10.1 through 10.6. Except for the changes to Exhibits 10.1 through 10.6, this Amendment does not otherwise update any exhibits as originally filed.

In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by our principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment.

 

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Table of Contents

Part II – Other Information

 

Item 6: Exhibits

The following documents are filed as exhibits to this report:

 

10.1† Professional Services Agreement by and between the Company and TXU Energy Retail Company LLC, effective April 15, 2009

 

10.2† Amendment No. #01 to Professional Services Agreement by and between the Company and TXU Energy Retail Company LLC, effective August 18, 2009

 

10.3† Amendment No. #02 to Professional Services Agreement by and between the Company and TXU Energy Retail Company LLC, effective January 20, 2010

 

10.4† Amendment No. #03 to Professional Services Agreement by and between the Company and TXU Energy Retail Company LLC, effective June 18, 2010

 

10.5† Amendment No. #04 to Professional Services Agreement by and between the Company and TXU Energy Retail Company LLC, effective July 1, 2010

 

10.6† Amendment No. #05 to Professional Services Agreement by and between the Company and TXU Energy Retail Company LLC, effective July 27, 2010

 

31.1 Certification of the Company’s Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

31.2 Certification of the Company’s Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

Portions of this exhibit have been redacted pursuant to a confidential treatment request filed with the Securities and Exchange Commission.

 

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Table of Contents

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, thereunto duly authorized.

 

   

Comverge, Inc.

(Registrant)

March 9, 2011

    By:   /S/    R. BLAKE YOUNG        
(Date)       R. Blake Young
       

President and Chief Executive Officer

(Principal Executive Officer)

March 9, 2011     By:   /S/     MICHAEL D. PICCHI        
(Date)       Michael D. Picchi
       

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

 

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