Attached files

file filename
EX-32.2 - EXHIBIT 32.2 - SIERRA MONITOR CORP /CA/v454919_ex32-2.htm
EX-32.1 - EXHIBIT 32.1 - SIERRA MONITOR CORP /CA/v454919_ex32-1.htm
EX-31.2 - EXHIBIT 31.2 - SIERRA MONITOR CORP /CA/v454919_ex31-2.htm
EX-31.1 - EXHIBIT 31.1 - SIERRA MONITOR CORP /CA/v454919_ex31-1.htm
EX-23.1 - EXHIBIT 23.1 - SIERRA MONITOR CORP /CA/v454919_ex23-1.htm

  

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K/A
Amendment No. 1

 

(Mark One)

xAnnual Report under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2015.

¨Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from ___________ to ______________

Commission file number 0-7441

 

 

 

Sierra Monitor Corporation 

(Exact name of registrant as specified in its charter)

 

California 95-2481914
(State of incorporation) (I.R.S. Employer ID No.)

 

1991 Tarob Court

Milpitas, California 95035

(Address of principal executive offices)

 

Issuer's telephone number, including area code: (408) 262-6611

 

 

 

Securities registered under Section 12(b) of the Exchange Act: None.

 

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, par value $0.001 per share

(Title of class)

 

 

 

Check whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

¨ Yes x No

 

Check whether the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.

¨ Yes x No

 

Check whether the issuer (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.
x Yes ¨ 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). x Yes ¨ No

 

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, 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. x

 

Indicate by checkmark 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
¨ Non-accelerated filer x Smaller reporting company
(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 x No

 

The aggregate market value of the voting and non-voting common stock held by non-affiliates of the Registrant as of June 30, 2015 was approximately $5,547,266 based upon the last reported sale price of $1.50 per share on the Over the Counter Bulletin Board, which occurred on June 30, 2015. For purposes of this disclosure, common stock held by persons who hold more than 5% of the outstanding voting shares and common stock held by officers and directors of the Registrant have been excluded in that such persons may be deemed to be "affiliates" as that term is defined under the rules and regulations promulgated under the Securities Act of 1933. This determination is not necessarily conclusive.

 

The number of shares of the Registrant's common stock outstanding as of March 28, 2016 was 10,145,862.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Certain information required under Item 8, and information required under Items 10, 11, 12, 13 and 14 of Part III of this Annual Report on Form 10-K is incorporated by reference from the Registrant's Proxy Statement for the Annual Meeting of Shareholders to be held on May 17, 2016.

 

 

 

 

 

EXPLANATORY NOTE

 

 

This Amendment No. 1 (this “Amendment”) to the Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (the “Original Filing”) of Sierra Monitor Corporation (the “Company”) is being filed with the Securities and Exchange Commission (the “Commission”) to include a revised consent (the “Revised Consent”) of Squar Milner LLP, our independent registered public accounting firm, to correct the date of its report on the financial statements appearing in the Original Filing as referred to in its Consent filed as Exhibit 23.1 to the Annual Report.

 

This Amendment No. 1 consists of a cover page, this explanatory note, the Revised Consent, an updated Exhibit Index and new certifications pursuant to Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002. This Amendment No. 1 does not reflect events occurring after the date that the Original Filing was filed with the Commission, and does not modify or update the disclosures contained therein in any other way.

 

 - 1 - 

 

 

SIGNATURES

 

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

 

  SIERRA MONITOR CORPORATION
     
Date:  December 13, 2016 By:   /s/ Varun Nagaraj
    Varun Nagaraj
   

Chief Executive Officer

 

 - 2 - 

 

 

Exhibit Index.

 

  Exhibit Number Description

3.1(1)Articles of Incorporation of the Registrant.
3.2(2)Bylaws of the Registrant.
4.1(3)Specimen Common Stock Certificate of the Registrant.
10.1(4)1996 Stock Plan of Registrant.
10.2(5)2006 Stock Plan of Registrant.
10.3(6)Standard Industrial Lease dated April 4, 2003, by and between Sierra Monitor and Geomax.
10.4(7)Form of Retention Agreement by and between Sierra Monitor and certain of its executive officers.
10.5(8)Employment Offer Letter by and between Sierra Monitor and Anders B. Axelsson, dated December 18, 2013
10.6(9)Employment Offer Letter by and between Sierra Monitor and Varun Nagaraj, dated May 15, 2014.
10.7(9)Transition Agreement by and between Sierra Monitor and Gordon R. Arnold, dated July 7, 2014.
10.8(10)Form of Indemnification Agreement by and between Sierra Monitor and its directors and certain of its executive officers.
10.9(11)Form of Restricted Stock Award Agreement
23.1Consent of Independent Registered Public Accounting Firm.
31.1Certification of Chief Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2Certification of Chief Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS(11)XBRL Instance Document.
101.SCH(11)XBRL Taxonomy Schema.
101.CAL(11)XBRL Taxonomy Extension Calculation Linkbase.
101.DEF(11) XBRL Taxonomy Extension Definition Linkbase.
101.LAB(11)XBRL Taxonomy Extension Label Linkbase.
101.PRE(11) XBRL Taxonomy Extension Presentation Linkbase.

 

(1)Incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1989 filed with the SEC on March 23, 1990.
(2)Incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 filed with the SEC on March 30, 2015.
(3)Incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003 filed with the SEC on March 25, 2004.
(4)Incorporated by reference to the Company’s Registration Statement on Form S-8 (File No. 333-85376) filed with the SEC on April 2, 2002.
(5)Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on May 22, 2006.
(6)Incorporated by reference to Exhibit 10.6 of the Company’s Quarterly Report on Form 10-QSB for the quarter ended September 30, 2000.
(7)Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on April 13, 2012.
(8)Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on January 13, 2014.
(9)Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on July 8, 2014.
(10)Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on May 16, 2014.
(11)Previously filed as a like-numbered exhibit to the Original Filing and incorporated by reference herein.

 

 - 3 -