UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
(Mark One)
S | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2008
£ | 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: 0-28560
BPO MANAGEMENT SERVICES, INC.
(Name of registrant as specified in its charter)
Delaware | 22-2356861 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
1290 N. Hancock, Ste. 200, Anaheim, CA 92807
(Address of principal executive offices)
(714) 974-2670
(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 is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer | ¨ | Accelerated filer | ¨ |
Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
The number of shares outstanding of the registrant's only class of common stock, $.01 par value, was 12,671,034 on July 14, 2008.
DOCUMENTS INCORPORATED BY REFERENCE:
None
EXPLANATORY NOTE
This Amendment No. 1 is being filed by BPO Management Services, Inc. (the “Company”) in order to amend and restate Item 4 of, and to add Exhibit 10.64 to its Quarterly Report on Form 10-Q for the fiscal quarter June 30, 2008, filed with the SEC on August 14, 2008 (the “Original Report”). Except as otherwise expressly stated for the items amended in this Amendment No. 1, this Amendment No. 1 continues to speak as of the date of the Original Report and we have not updated the disclosure contained herein to reflect events that have occurred since the filing of the Original Report. Accordingly, this Amendment No. 1 should be read in conjunction with our Original Report.
PART II – OTHER INFORMATION
Item 4. Submission Of Matters To A Vote Of Security Holders
On June 5, 2008, the holders of a majority of the issued and outstanding shares of our common stock and voting Preferred Stock ratified their previous consent to the 2007 BPO Management Services, Inc. 2007 Stock Incentive Plan that had been adopted by our board of directors in connection with our June 2007 financing.
ITEM 13. EXHIBITS
Exhibit Number | Description |
10.64* | Form of ratification of consent to the adoption of BPO Management Services, Inc. 2007 Stock Incentive Plan | |
31.1* | Certification of Principal Executive Officer Required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
31.2* | Certification of Principal Financial Officer Required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
32 | Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (incorporated by reference to Exhibit 32 of the registrant’s Current Report on Form 10-Q, filed on August 14, 2008) |
* attached hereto
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
BPO MANAGEMENT SERVICES, INC | ||
Dated: August 19, 2008 | /s/ Donald W. Rutherford | |
Donald W. Rutherford, Chief Financial Officer |