Attached files
| file | filename |
|---|---|
| EX-32.2 - EXHIBIT 32.2 - AUTHENTEC INC | ex32-2.htm |
| EX-31.4 - EXHIBIT 31.4 - AUTHENTEC INC | ex31-4.htm |
| EX-32.1 - EXHIBIT 32.1 - AUTHENTEC INC | ex32-1.htm |
| EX-31.3 - EXHIBIT 31.3 - AUTHENTEC INC | ex31-3.htm |
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 March 30, 2012
|
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 001-33552
AuthenTec, Inc.
(Exact name of registrant as specified in its charter)
|
Delaware
|
59-3521332
|
|
(STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION)
|
(I.R.S. EMPLOYER
IDENTIFICATION NO.)
|
AuthenTec, Inc.
100 Rialto Place, Suite 100
Melbourne, FL 32901
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(321) 308-1300
(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)
N/A
(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 ¨
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 x No ¨
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
|
¨
|
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
At May 8, 2012 there were 44,510,647 shares of common stock outstanding.
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-Q/A (“Amendment No. 1”) amends our Quarterly Report on Form 10-Q for the period ended March 30, 2012, filed with the Securities and Exchange Commission on May 9, 2012 (the “Original Report”). This Amendment No. 1 is being filed solely to amend the certifications by our Chief Executive Officer and Chief Financial Officer that were filed as Exhibits 32.1 and 32.2 to the Original Report, to correct a typographical error whereby an incorrect date was inadvertently provided on the certifications. This Amendment includes new certifications by our Chief Executive Officer and Chief Financial Officer as Exhibits 32.1 and 32.2 hereto. Each certification as corrected was true and correct as of the filing date of the Original Report. Except as described above, we have not modified or updated any other disclosures contained in the Original Report. Accordingly, this Amendment No. 1 continues to speak as of the date of the Original Report and no attempt has been made in this Amended Report to modify or update disclosures in the Original Report except as noted above. This Amendment No. 1 does not reflect events occurring after the filing of the Original Report or modify or update any related disclosures and information not affected by the amendment is unchanged and reflects the disclosure made at the time of the filing of the Original Report with the SEC. Accordingly, this Amendment No. 1 should be read in conjunction with any documents incorporated by reference therein and our filings made with the SEC subsequent to the filing of the Original Report, including any amendments to those filings.
2
Item 6. Exhibits
|
10.1
|
Employment Agreement, dated as of January 2, 2012, between AuthenTec, Inc. and Scott Deutsch†
|
|
31.1
|
Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.†
|
|
31.2
|
Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.†
|
| 31.3 | Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.†† |
| 31.4 | Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.†† |
|
32.1
|
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.† ††
|
|
32.2
|
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.† ††
|
|
101
|
The following financial information from the Quarterly Report on Form 10-Q for the fiscal quarter ended March 30, 2012, formatted in XBRL (Extensible Business Reporting Language) and furnished electronically herewith: (i) the Consolidated Balance Sheets at March 30, 2012 and December 30, 2011; (ii) the Consolidated Statements of Operations for the three months ended March 30, 2012 and April 1, 2011; (iii) the Consolidated Statements of Cash Flows for the three months ended March 30, 2012 and April 1, 2011; and (iv) the Notes to the Consolidated Financial Statements – submitted herewith pursuant to Rule 406T.†
|
|
†
|
Incorporated by reference to the corresponding exhibit to the original report.
|
| †† | Filed herewith. |
|
†††
|
Furnished herewith.
|
3
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.
|
AUTHENTEC, INC.
|
|||
|
By:
|
/s/ Lawrence Ciaccia
|
||
|
Lawrence Ciaccia
|
|||
|
Chief Executive Officer
|
|||
|
(on behalf of the Registrant and as the Registrant’s Principal Executive Officer)
|
|||
|
/s/ Philip Calamia
|
|||
|
Philip Calamia
|
|||
|
Chief Financial Officer
|
|||
|
DATE: May 11, 2012
|
(as the Registrant’s Principal Financial Officer)
|
||
4