UNITED STATES
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 September 30, 2006
| ¨ | 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 000-31089
Virage Logic Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 77-0416232 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
47100 Bayside Parkway, Fremont, California 94538
(Address of principal executive offices)
Registrants’ telephone number, including area code:
(510) 360-8000
Securities registered pursuant to Section 12(b) of the Act:
Common stock, $0.001 par value
(Title of class)
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 ¨ 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 ¨ No x
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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained 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, or non-accelerated filer (as defined in Exchange Act Rule 12b-2).
Large accelerated filer ¨ Accelerated filer x Non-accelerated filer ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No x
The Aggregate market value of the registrant’s common stock held by non-affiliates of the Registrant as of March 31, 2006 was approximately $86 million based upon the closing price reported for such date on the Nasdaq National Market. For purposes of this disclosure, shares of common stock held by persons who hold more than 5% of the outstanding shares of common stock and shares held by officers and directors of the Registrant have been excluded because such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.
The number of shares of the registrant’s Common Stock outstanding as of November 30, 2006 was 23,058,414.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s proxy statement for its 2007 Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K.
EXPLANATORY NOTE FOR AMENDMENT
This Amendment No. 1 (the “Amendment”) to our Annual Report on Form-10K/A for the fiscal year ended September 30, 2006, as originally filed on December 14, 2006 (the “Report”), amends solely Part IV, Item 15(b) of the Report to re-file Exhibit 10.26, the Virage Logic Corporation 2007 Profit Sharing Bonus Plan (the “Bonus Plan”). As originally filed with the Report, the Bonus Plan included an incorrect definition of Pre-Bonus Operating Income, which has been corrected in the Amendment.
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INDEX TO
ANNUAL REPORT ON FORM 10-K/A
FOR YEAR ENDED SEPTEMBER 30, 2006
TABLE OF CONTENTS
PART IV
| Item 15. | Exhibits and Financial Statement Schedules | 3 | ||
| SIGNATURES | 5 | |||
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PART IV
| Item 15. | Exhibits and Financial Statement Schedules |
The following documents are being filed as part of this report on Form 10-K/A:
(b) Exhibits:
Exhibit Number | Description of Document | |
| 10.26 | Virage Logic Corporation 2007 Profit Sharing Bonus Plan* | |
| 31.1 | Certification Pursuant to Rule 13(a)-14(a) of the Securities Exchange Act of 1934, as amended, as pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 31.2 | Certification Pursuant to Rule 13(a)-14(a) of the Securities Exchange Act of 1934, as amended, as pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| * | Management contract or compensatory plan or arrangement. |
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EXHIBIT INDEX
Exhibit Number | Description Of Document | |
| 10.26 | Virage Logic Corporation 2007 Profit Sharing Bonus Plan* | |
| 31.1 | Certification Pursuant to Rule 15d-14 of the Securities Exchange Act of 1934, as amended, as pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 31.2 | Certification Pursuant to Rule 15d-14 of the Securities Exchange Act of 1934, as amended, as pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| * | Management contract or compensatory plan or arrangement. |
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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, in the City of Fremont, State of California, on this March 8, 2007.
VIRAGE LOGIC CORPORATION | ||
| By: | /s/ J. Daniel McCranie | |
| J. Daniel McCranie | ||
| President and Chief Executive Officer | ||
| (Principal Executive Officer) | ||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Christine Russell, his attorney-in-fact, each with the power of substitution, for him in any and all capacities, to sign any amendments to this Report of Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ J. Daniel McCranie J. Daniel McCranie | President and Chief Executive Officer and Director (Principal Executive Officer) | March 8, 2007 | ||
/s/ Christine Russell Christine Russell | Vice President of Finance and Chief Financial Officer (Principal Accounting Officer and Principal Financial Officer) | March 8, 2007 | ||
* Dr. Alexander Shubat | Vice President of Research and Development, Chief Technical officer, Secretary and Director | March 8, 2007 | ||
* Michael Hackworth | Director | March 8, 2007 | ||
* Robert Smith | Director | March 8, 2007 | ||
* Michael Stark | Director | March 8, 2007 | ||
* Cathal Phelan | Director | March 8, 2007 | ||
* Adam A. Kablanian | Director and Chairman of the Board | March 8, 2007 | ||
| * | The undersigned, pursuant to a power of attorney executed by each of the directors noted above and previously filed with the Securities and Exchange Commission by signing her name below, does execute and deliver this report on Form 10-K/A on behalf of each of the persons and in such capacities as noted above. |
By: | /s/ Christine Russell | |
| Christine Russell | ||
| Attorney-in-fact |
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