UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2004
OR
| ¨ | 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: 000-26929
INTERNET CAPITAL GROUP, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 23-2996071 | |
(State or Other Jurisdiction of Incorporation or Organization) | (IRS Employer Identification No.) |
690 Lee Road, Suite 310
Wayne, Pennsylvania 19087
(Address or principal executive offices, including zip code)
(610) 727-6900
(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 preceding 12 months (or for such shorter period that the registrant was required to file reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant is an accelerated filter (as defined in Rule 12b-2 of the Exchange
Act) Yes x No ¨
The number of shares of the Company’s Common Stock outstanding as of the close of business on November 6, 2004 was 38,386,600 shares.
EXPLANATORY NOTE
In accordance with Exchange Act Rule 12b-15, this Amendment No. 1 on Form 10-Q/A amends certain items of the Quarterly Report on Form 10-Q of Internet Capital Group, Inc. (the “Registrant”) for the quarterly period ended September 30, 2004 filed with the Securities and Exchange Commission on November 9, 2004, and presents the complete text of the items amended, as amended. These amended items do not restate the Registrant’s consolidated financial statements previously filed in the Form 10-Q. This Form 10-Q/A does not reflect events occurring after the filing of the original form 10-Q or modify or update those disclosures affected by subsequent events.
This Form 10-Q/A has been filed to revise Part II, Item 6 of the Registrant’s Form 10-Q for the quarterly period ended September 30, 2004 to include Exhibits 10.2 and 10.3. As noted below, Exhibit 10.2 is subject to a request for confidential treatment with the Securities and Exchange Commission with respect to the information omitted therefrom. The Exhibit Index in Part II, Item 6 is also amended to reflect the inclusion, pursuant to Rule 12b-15, of updated certifications of certain executive officers. No other modifications to the original Form 10-Q are being made with this Form 10-Q/A.
INTERNET CAPITAL GROUP
| Page | ||||||||
| PART II. OTHER INFORMATION | ||||||||
Item 6. | Exhibits | 1 | ||||||
| SIGNATURES | ||||||||
| Chief Financial Officer | 2 | |||||||
| SECTION 302 CERTIFICATIONS | ||||||||
| Chief Executive Officer | ||||||||
| Chief Financial Officer | ||||||||
| SECTION 906 CERTIFICATIONS | ||||||||
| Chief Executive Officer | ||||||||
| Chief Financial Officer | ||||||||
ii
(a) Exhibits:
| EXHIBIT NO. | DESCRIPTION | |
| 10.1 | Independent Contractor Agreement by and between Internet Capital Group Operations, Inc., Wayne Strategy Consultants, Inc. and Dr. Michael Zisman dated August 17, 2004. (1) | |
| 10.2 | 2004 ICG Performance Plan. (2) (3) | |
| 10.3 | Specimen Award Notification. (2) | |
| 11.1 | Statement Regarding Computation of Per Share Earnings. (1) | |
| 31.1 | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (2) | |
| 31.2 | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (2) | |
| 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. (2) | |
| 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. (2) | |
| (1) | Filed as an exhibit to the Registrant’s Form 10-Q for the period ended September 30, 2004 filed with the Securities and Exchange Commission on November 9, 2004. |
| (2) | Filed herewith. |
| (3) | Confidential treatment has been requested for portions of this exhibit. These portions have been omitted and submitted separately to the Securities and Exchange Commission. |
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.
| INTERNET CAPITAL GROUP, INC. | ||||
Date: January 20, 2005 | ||||
By: | /s/ ANTHONY P. DOLANSKI | |||
Name: | Anthony P. Dolanski | |||
Title: | Chief Financial Officer | |||
(Principal Financial and Principal Accounting Officer) | ||||
(Duly Authorized Officer) | ||||
2
