Attached files

file filename
EX-10.7 - EX-10.7 - Boomerang Systems, Inc.v243041_ex10-7.htm
EX-10.2 - EX-10.2 - Boomerang Systems, Inc.v243041_ex10-2.htm
EX-31.2 - EX-31.2 - Boomerang Systems, Inc.v243041_ex31-2.htm
EX-31.1 - EX-31.1 - Boomerang Systems, Inc.v243041_ex31-1.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10-Q/A
 
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2011
Commission file number 0-10176

BOOMERANG SYSTEMS, INC.
(Exact name of small business issuer as specified in its charter)

Delaware
22-2306487
(State or other jurisdiction of
(IRS Employer
incorporation or organization)
Identification No.)

355 Madison Avenue, Morristown, NJ
07960
(Address of principal executive offices)
(Zip Code)

(973) 538-1194
(Issuer’s telephone number, including area code)

Not Applicable
(Former name, former address, and former fiscal year,
if changed since last report.)

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 Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405) 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 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.
 
Large accelerated filer   o
    Accelerated filer                     o
 
Non-accelerated filer     o
    Smaller reporting company   x
(Do not check if a 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 o
    No x

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Class - Common Stock, $0.001 par value
7,277,829 shares Outstanding at August 11, 2011

 
 

 

EXPLANATORY NOTE

This sole purpose of this Amendment No. 2 to the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011 (the “Amendment No. 2 to Form 10-Q”) of Boomerang Systems, Inc. (the “Company”) is to amend the Form 10-Q as filed with the Securities and Exchange Commission (“SEC”) on August 15, 2011, as amended by Amendment No. 1 to Form 10-Q filed with the SEC on September 14, 2011 as an exhibit only filing to refile exhibits 10.2 and 10.7 in their entirety.

This Amendment No. 2 to Form 10-Q amends and restates in its entirety “Item 6 Exhibits” of “Part II Other Information” to include complete copies of exhibits 10.2 and 10.7 and inserting footnote number 4 to the 101 exhibits.  No other changes have been made to the Form 10-Q for the quarter ended June 30, 2011, as amended.  This Amendment No. 2 to the Form 10-Q does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.  Additionally, in connection with the filing of this Amendment No. 2 to Form 10-Q and pursuant to Rule 12b-15 of the Exchange Act, the certifications of the Company’s principal executive officer and principal financial officer are also attached as exhibits hereto.
 
 
 

 
 
PART II
OTHER INFORMATION
 
ITEM 6.  Exhibits.
32

 
 

 
 
PART II
OTHER INFORMATION


ITEM 6.  EXHIBITS

      
Exhibit
Number
Description
   
3.1
Certificate of Amendment to the Certificate of Incorporation of Boomerang Systems, Inc. (1)
   
10.1
Line of Credit in favor of Boomerang Systems, Inc. with Highlands State Bank, dated June 30, 2011 (2)
   
10.2
Commitment letter dated December 29, 2010, by and between Boomerang Systems, Inc. and the lenders signatory thereto. (3)
   
10.3
Form of Warrant issued to the lenders signatory to the Commitment letter dated December 29, 2010 by and between Boomerang Systems, Inc. and the lenders signatory thereto. (2)
   
10.4
Form of Note issued to the lenders signatory to the Commitment letter dated December 29, 2010 by and between Boomerang Systems, Inc., and the lenders signatory thereto. (2)
   
10.5
Promissory Note with Highlands State Bank, dated August 4, 2011 (2)
   
10.6
Chris Mulvihill employment agreement dated March 31, 2008 and amendment #1 dated October 2010 (2)
   
10.7
Ground Lease with Route 94, dated April 30, 2010 (3)
   
10.8
Equipment Lease with M&T Bank, dated September 1, 2007 and personal guarantees of the lease (2)
   
10.9
Boomerang loans with third party bank, due in May 2011, J and A assumption of Boomerang loans, and conversion of J and A debt to common stock (2)
   
10.10
Promissory Note with Gail Mulvihill, dated April 8, 2010 (2)
   
10.11
Promissory Note with Venturetek, dated July 9, 2010 (2)
   
31.1
Certification of Chief Executive Officer (Principal Executive Officer)  Pursuant to Rule 13a-14(a) (3)
   
31.2
Certification of Chief Financial Officer (Principal Financial Officer)  Pursuant to Rule 13a-14(a) (3)
   
32.1
Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to Section 1350 (furnished, not filed) (2)
   
32.2
Certification of Chief Financial Officer (Principal Financial Officer) Pursuant to Section 1350 (furnished, not filed) (2)
   
101.INS
XBRL Instance Document(4)
   
101.SCH
XBRL Taxonomy Extention Schema Document(4)
   
101.CAL
XBRL Taxonomy Extention Calculation Linkbase Document(4)
   
101.DEF
XBRL Taxonomy Extention Definition Linkbase Document(4)
   
101.LAB
XBRL Taxonomy Extention Label Linkbase Document(4)
   
101.PRE
XBRL Taxonomy Extention Presentation Linkbase Document(4)
 
(1)  
Incorporated by reference to the applicable exhibit filed with the Form 8-K for the event dated June 20, 2011, which was filed on June 21, 2011.
(2)  
Amendment No. 1 to Quarterly Report on Form 10-Q filed on September 14, 2011.
(3)  
Filed herewith.
(4)  
Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Act of 1934, as amended, and otherwise are not subject to liability under those sections.
 
 
 

 

SIGNATURES
 
         In accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
  BOOMERANG SYSTEMS, INC.
   
   
Dated:   December 14, 2011
 
 
By: /s/ Mark R. Patterson
 
Mark Patterson
 
Principal Executive Officer
   
   
Dated:   December 14, 2011
 
 
By: /s/ Joseph R. Bellantoni
 
Joseph R. Bellantoni
 
Principal Financial Officer
 
and Principal Accounting Officer

 
 

 

EXHIBIT INDEX
 
Exhibit
Number
Description
   
3.1
Certificate of Amendment to the Certificate of Incorporation of Boomerang Systems, Inc. (1)
   
10.1
Line of Credit in favor of Boomerang Systems, Inc. with Highlands State Bank, dated June 30, 2011 (2)
   
10.2
Commitment letter dated December 29, 2010, by and between Boomerang Systems, Inc. and the lenders signatory thereto. (3)
   
10.3
Form of Warrant issued to the lenders signatory to the Commitment letter dated December 29, 2010 by and between Boomerang Systems, Inc. and the lenders signatory thereto. (2)
   
10.4
Form of Note issued to the lenders signatory to the Commitment letter dated December 29, 2010 by and between Boomerang Systems, Inc., and the lenders signatory thereto. (2)
   
10.5
Promissory Note with Highlands State Bank, dated August 4, 2011 (2)
   
10.6
Chris Mulvihill employment agreement dated March 31, 2008 and amendment #1 dated October 2010 (2)
   
10.7
Ground Lease with Route 94, dated April 30, 2010 (2)
   
10.8
Equipment Lease with M&T Bank, dated September 1, 2007 and personal guarantees of the lease (2)
   
10.9
Boomerang loans with third party bank, due in May 2011, J and A assumption of Boomerang loans, and conversion of J and A debt to common stock (2)
   
10.10
Promissory Note with Gail Mulvihill, dated April 8, 2010 (2)
   
10.11
Promissory Note with Venturetek, dated July 9, 2010 (2)
   
31.1
Certification of Chief Executive Officer (Principal Executive Officer)  Pursuant to Rule 13a-14(a) (3)
   
31.2
Certification of Chief Financial Officer (Principal Financial Officer)  Pursuant to Rule 13a-14(a) (3)
   
32.1
Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to Section 1350 (furnished, not filed) (2)
   
32.2
Certification of Chief Financial Officer (Principal Financial Officer) Pursuant to Section 1350 (furnished, not filed) (2)
   
101.INS
XBRL Instance Document(4)
   
101.SCH
XBRL Taxonomy Extention Schema Document(4)
   
101.CAL
XBRL Taxonomy Extention Calculation Linkbase Document(4)
   
101.DEF
XBRL Taxonomy Extention Definition Linkbase Document(4)
   
101.LAB
XBRL Taxonomy Extention Label Linkbase Document(4)
   
101.PRE
XBRL Taxonomy Extention Presentation Linkbase Document(4)
 
(1)  
Incorporated by reference to the applicable exhibit filed with the Form 8-K for the event dated June 20, 2011, which was filed on June 21, 2011.
(2)  
Amendment No. 1 to Quarterly Report on Form 10-Q filed on September 14, 2011.
(3)  
Filed herewith.
(4)  
Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Act of 1934, as amended, and otherwise are not subject to liability under those sections.