U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
(Amendment No. 1)
| (Mark One) | | |
| x | | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE |
| | | SECURITIES EXCHANGE ACT OF 1934 |
| For the fiscal year ended March 31, 2009 |
| o | | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE |
| | | SECURITIES EXCHANGE ACT OF 1934 |
| For the transition period from to |
Commission File No. 0-28034
AdvanSource Biomaterials Corporation
(Name of small business issuer in its charter)
Delaware (State or other jurisdiction of incorporation or organization) | 04-3186647 (I.R.S. Employer Identification No.) |
229 Andover Street, Wilmington, Massachusetts (Address of principal executive offices) | 01887 (Zip Code) |
Issuer’s telephone number (978) 657-0075
Securities registered under Section 12(b) of the Exchange Act:
Title of each class Common Stock, $.001 par value per share | Name of each exchange on which registered NYSE Amex |
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Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes q No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes q No x
Indicate whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 q
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 q No q (the Registrant is not yet required to submit Interactive Data)
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained in this herein, 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 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 (Check one):
q Large Accelerated Filer q Accelerated Filer
q Non-accelerated Filer x 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 q No x
As of June 15, 2009, 21,128,707 shares of the registrant’s Common Stock were outstanding. As of September 30, 2008, the aggregate market value of the registrant’s Common Stock held by non-affiliates of the registrant (without admitting that such person whose shares are not included in such calculation is an affiliate) was $9,285,000 based on the last sale price as reported by the NYSE Amex on such date.
This Amendment No. 1 on Form 10-K/A (“Amendment No. 1”) amends our Annual Report on Form 10-K for the fiscal year ended March 31, 2009, originally filed on June 30, 2009. We are filing this Amendment No. 1 in response to certain comments made by the staff of the Securities and Exchange Commission. In response to such comments, we have (i) amended Exhibit 10.8 and (ii) filed currently dated certifications of our Chief Executive Officer and Acting Chief Financial Officer (Exhibits 31.1, 31.2, 32.1 and 32.2, respectively), as required under Sections 302 and 906 of the Sarbanes-Oxley Act of 2002.
Except as described above, Amendment No. 1 restates only Exhibit 10.8 of the original Annual Report on Form 10-K filed with the Securities and Exchange Commission.
PART IV
| Exhibits, Financial Statement Schedules |
| | The following are filed as part of this Form 10-K: |
Exhibit Number: | | Exhibit Title: |
| 10.8 | | Amendment, dated as of February 25, 2009, to Development, Supply and License Agreement between the Company and Bard Access Systems, Inc. dated November 11, 1992. |
| 31.1 | | Certification of Chief Executive Officer pursuant to Section 302 Sarbanes-Oxley Act of 2002 |
| 31.2 | | Certification of Chief Financial Officer pursuant to Section 302 Sarbanes-Oxley Act of 2002 |
| 32.1 | | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 32.2 | | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Dated: December 11, 2009 | AdvanSource Biomaterials Corporation |
| | By: | /s/ Michael F. Adams |
| | | Michael F. Adams Chief Executive Officer and President |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Dated: December 11, 2009 | | /s/ Michael F. Adams | |
| | Michael F. Adams Chief Executive Officer and President (Principal Executive Officer) | |
| Dated: December 11, 2009 | | /s/ William J. O’Neill | |
| | William J. O’Neill, Jr. Chairman | |
| Dated: December 11, 2009 | | /s/ Anthony J. Armini | |
| | Anthony J. Armini Director | |
| Dated: December 11, 2009 | | /s/ Michael L. Barretti | |
| | Michael L. Barretti Director | |
| Dated: December 11, 2009 | | /s/ David Volpe | |
| | David Volpe Acting Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | |
