UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
(Mark One) |
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ý | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES |
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For the Quarterly Period Ended October 31, 2003 | |
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OR | |
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o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES |
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Commission File Number 0-26209 | |
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Ditech Communications Corporation | |
(Exact name of Registrant as Specified in its Charter) | |
Delaware |
| 94-2935531 |
(State or other jurisdiction |
| (IRS Employer identification No.) |
825 East Middlefield Road Mountain View |
California 94043 |
(Address, including zip code, of principal executive offices) |
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(650) 623-1300 |
(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 past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for the past 90 days. YES ý NO o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). YES o NO ý
As of November 30, 2003, 32,264,394 shares of the Registrant’s common stock were outstanding.
EXPLANATORY NOTE
This Amendment No. 1 to Quarterly Report on Form 10-Q/A is being filed solely to:
1. amend Item 4. Controls and Procedures; and
2. amend Item 6. Exhibits and Reports on Form 8-K, but only to add the Item 601(b)(31) certifications to this Amendment No. 1 to Quarterly Report on Form 10-Q/A.
Item 4—Controls and Procedures
We carried out an evaluation, under the supervision and with the participation of Timothy Montgomery, our principal executive officer, and William Tamblyn, our principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Securities Exchange Act Rules 13a-15(e) and 15d-15(e)) as of October 31, 2003. Based on this evaluation, Messrs. Montgomery and Tamblyn concluded that our disclosure controls and procedures were effective as of October 31, 2003 to provide a reasonable assurance that the information required to be disclosed by us in this Quarterly Report on Form 10-Q was recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission’s rules and Form 10-Q. It should be noted that a control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. For example, controls can be circumvented by a person’s individual acts, by collusion of two or more people or by management override of the control. Because a cost-effective control system can only provide reasonable assurance that the objectives of the control system are met, misstatements due to error or fraud may occur and not be detected.
In addition, we reviewed our internal controls, and there were no changes in our internal control over financial reporting during the quarter ended October 31, 2003, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II — OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit |
| Description of document |
2.1(1) |
| Agreement and Plan of Merger and Reorganization, dated June 21, 2000, among Ditech Communications Corporation, a Delaware corporation, Oxygen Acquisition Corporation, a Delaware corporation, and Atmosphere Networks, Inc., a Delaware corporation |
2.2(2) |
| Amendment to Agreement and Plan of Merger and Reorganization, dated as of July 25, 2000, by and among Ditech Communications Corporation, a Delaware corporation, Oxygen Acquisition Corporation, a Delaware corporation, and Atmosphere Networks, Inc., a Delaware corporation |
2.3(3) |
| Asset Purchase Agreement, dated as of April 16, 2002, by and between Ditech Communications Corporation and Texas Instruments |
2.3(4) |
| Asset Purchase Agreement, dated as of July 16, 2003, by and between Ditech Communications Corporation and JDS Uniphase Corporation |
3.1(5) |
| Restated Certificate of Incorporation of Ditech Communications Corporation |
3.2(6) |
| Bylaws of Ditech Communications Corporation, as amended and restated on March 28, 2002 |
3.3(7) |
| Certificate of Designation of Series A Junior Participating Preferred Stock |
4.1 |
| Reference is made to Exhibits 3.1, 3.2 and 3.3 |
4.2(8) |
| Specimen Stock Certificate |
4.3(7) |
| Rights Agreement, dated as of March 26, 2001 among Ditech Communications Corporation and Wells Fargo Bank Minnesota, N.A. |
4.4(7) |
| Form of Rights Certificate |
10.33(9) |
| First Amendment to Loan and Security Agreement dated August 28, 2003 between Ditech Communications Corporation and Comerica Bank - California |
10.34(9) |
| Employment Agreement, dated Septemer 16, 2003, between Ditech Communications Corporation and Jim H. Grady |
31.1(9) |
| Certification by Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
31.2(9) |
| Certification by Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
32(9) |
| Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
(1) Incorporated by reference from the exhibit with corresponding number from Ditech’s Annual Report on Form 10-K for the fiscal year ended April 30, 2000, filed July 31, 2000.
(2) Incorporated by reference from the exhibit with corresponding number from Ditech’s Current Report on Form 8-K, filed August 8, 2000.
(3) Incorporated by reference from the exhibit with corresponding number from Ditech’s Report on Form 8-K, filed April 30, 2002.
(4) Incorporated by reference from the exhibit with corresponding number from Ditech’s Current Report on Form 8-K filed July 30, 2003.
(5) Incorporated by reference from the exhibit with corresponding number from Ditech’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2000, filed December 13, 2000.
(6) Incorporated by reference from the exhibit with corresponding number from Ditech’s Annual Report on Form 10-K for the fiscal year ended April 30, 2002, filed July 29, 2002.
(7) Incorporated by reference from the exhibit with corresponding title from Ditech’s Current Report on Form 8-K, filed March 30, 2001.
(8) Incorporated by reference from the exhibit with corresponding description from Ditech’s Registration Statement (No. 333-75063), declared effective on June 9, 1999.
(9) Previously filed with Ditech’s Quarterly Report on Form 10-Q, which this Quarterly Report on Form 10-Q/A amends (with respect to Exhibits 31.1 and 31.2, certifications are also filed with respect to this Quarterly Report on Form 10-Q/A).
(b) Reports on Form 8-K
Ditech filed two reports on Form 8-K during the quarter ended October 31, 2003. The first report was filed on August 21, 2003 and furnished under Item 12 the financial results for the first quarter of fiscal 2004. The second report was filed on October 27, 2003 and furnished under Item 9 the Company’s projections of certain financial results for the quarter ending October 31, 2003 and furnished under Item 12 quarterly condensed consolidated statements of operations for fiscal 2003 which had been conformed to the fiscal 2004 presentation for discontinued operations.
SIGNATURE
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.
Date: March 22, 2004 | Ditech Communications Corporation | |
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| /s/ William J. Tamblyn |
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| William J. Tamblyn | |
| Vice President Finance and Chief Financial | |
EXHIBIT LIST
Exhibit |
| Description of document |
2.1(1) |
| Agreement and Plan of Merger and Reorganization, dated June 21, 2000, among Ditech Communications Corporation, a Delaware corporation, Oxygen Acquisition Corporation, a Delaware corporation, and Atmosphere Networks, Inc., a Delaware corporation |
2.2(2) |
| Amendment to Agreement and Plan of Merger and Reorganization, dated as of July 25, 2000, by and among Ditech Communications Corporation, a Delaware corporation, Oxygen Acquisition Corporation, a Delaware corporation, and Atmosphere Networks, Inc., a Delaware corporation |
2.3(3) |
| Asset Purchase Agreement, dated as of April 16, 2002, by and between Ditech Communications Corporation and Texas Instruments |
2.3(4) |
| Asset Purchase Agreement, dated as of July 16, 2003, by and between Ditech Communications Corporation and JDS Uniphase Corporation |
3.1(5) |
| Restated Certificate of Incorporation of Ditech Communications Corporation |
3.2(6) |
| Bylaws of Ditech Communications Corporation, as amended and restated on March 28, 2002 |
3.3(7) |
| Certificate of Designation of Series A Junior Participating Preferred Stock |
4.1 |
| Reference is made to Exhibits 3.1, 3.2 and 3.3 |
4.2(8) |
| Specimen Stock Certificate |
4.3(7) |
| Rights Agreement, dated as of March 26, 2001 among Ditech Communications Corporation and Wells Fargo Bank Minnesota, N.A. |
4.4(7) |
| Form of Rights Certificate |
10.33(9) |
| First Amendment to Loan and Security Agreement dated August 28, 2003 between Ditech Communications Corporation and Comerica Bank - California |
10.34(9) |
| Employment Agreement, dated Septemer 16, 2003, between Ditech Communications Corporation and Jim H. Grady |
31.1(9) |
| Certification by Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
31.2(9) |
| Certification by Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
32(9) |
| Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
(1) Incorporated by reference from the exhibit with corresponding number from Ditech’s Annual Report on Form 10-K for the fiscal year ended April 30, 2000, filed July 31, 2000.
(2) Incorporated by reference from the exhibit with corresponding number from Ditech’s Current Report on Form 8-K, filed August 8, 2000.
(3) Incorporated by reference from the exhibit with corresponding number from Ditech’s Report on Form 8-K, filed April 30, 2002.
(4) Incorporated by reference from the exhibit with corresponding number from Ditech’s Current Report on Form 8-K filed July 30, 2003.
(5) Incorporated by reference from the exhibit with corresponding number from Ditech’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2000, filed December 13, 2000.
(6) Incorporated by reference from the exhibit with corresponding number from Ditech’s Annual Report on Form 10-K for the fiscal year ended April 30, 2002, filed July 29, 2002.
(7) Incorporated by reference from the exhibit with corresponding title from Ditech’s Current Report on Form 8-K, filed March 30, 2001.
(8) Incorporated by reference from the exhibit with corresponding description from Ditech’s Registration Statement (No. 333-75063), declared effective on June 9, 1999
(9) Previously filed with Ditech’s Quarterly Report on Form 10-Q, which this Quarterly Report on Form 10-Q/A amends (with respect to Exhibits 31.1 and 31.2, certifications are also filed with respect to this Quarterly Report on Form 10-Q/A).
