Attached files

file filename
EX-31.2 - EXHIBIT - Telenav, Inc.tnavex312930201310qa.htm
EX-32.1 - EXHIBIT - Telenav, Inc.tnavex321930201310qa.htm
EX-31.1 - EXHIBIT - Telenav, Inc.tnavex311930201310qa.htm
EX-32.2 - EXHIBIT - Telenav, Inc.tnavex322930201310qa.htm
EX-10.16.22 - EXHIBIT - Telenav, Inc.tnavex101622930201310qa.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q/A

Amendment No. 1
 
 
(Mark One)
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the three months ended September 30, 2013

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: 001-34720
 
TELENAV, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
 
77-0521800
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification Number)

950 De Guigne Drive
Sunnyvale, California 94085
(Address of principal executive offices, including zip code)
(408) 245-3800
(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  ý    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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ý    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
 
ý
 
 
 
 
 
 
 
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  ý
As of September 30, 2013, there were approximately 38,963,247 shares of the Registrant’s Common Stock outstanding.




EXPLANATORY NOTE

This Amendment No. 1 (“Amendment”) is being filed in connection with the Confidential Treatment Request filed concurrently with the Quarterly Report (“Quarterly Report”) on Form 10-Q for the quarter ended September 30, 2013. This Amendment is being filed solely to delete previous exhibit 10.16.22 in its entirety and to replace it with Exhibit 10.16.22 filed herewith, to include certain portions of Exhibit 10.16.22 for which the Registrant previously requested confidential treatment.

Except as set forth in this Amendment, all other information in the Quarterly Report and any Exhibits thereto remain in effect and unchanged. No revisions have been made to the Registrant’s financial statements or any other disclosure contained in the Quarterly Report.



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.
 
 
 
 
TELENAV, INC.
 
 
 
 
 
 
Dated:
February 27, 2014
 
By:
 
/s/    Dr. HP JIN
 
 
 
 
 
Dr. HP Jin
 
 
 
 
 
President and Chief Executive Officer
 
 
 
 
 
 
Dated:
February 27, 2014
 
By:
 
/s/    MICHAEL STRAMBI
 
 
 
 
 
Michael Strambi
 
 
 
 
 
Chief Financial Officer and Treasurer
 
 
 
 
 
(Principal Financial and Accounting Officer)

4


EXHIBIT LIST
Exhibit
Number
 
Description
 
Incorporated by Reference 
From Form
 
Incorporated by Reference From Exhibit Number
 
Date
Filed
10.16.22+
 
Seventeenth Amendment dated June 27, 2013 to the Data License Agreement, dated as of December 1, 2002, by and between HERE North America, LLC (f/k/a NAVTEQ North America, LLC) (formerly Navigation Technologies Corporation) and Telenav, Inc.
 
Filed herewith
 
 
 
 
31.1
 
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of President and Chief Executive Officer
 
Filed herewith
 
 
 
 
31.2
 
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Chief Financial Officer
 
Filed herewith
 
 
 
 
32.1~
 
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of President and Chief Executive Officer
 
Furnished herewith
 
 
 
 
32.2~
 
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Chief Financial Officer
 
Furnished herewith
 
 
 
 
 
 
+
Portions of the exhibit have been omitted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission.
~
In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 33-8238 and 34-47986, Final Rule: Management’s Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.


5