Mdu Communications International (MDTV) Inactive
Filed: 31 Dec 12, 12:00am
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
| x | ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended September 30, 2012
| ¨ | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _______________ to ___________________
Commission File No. 0-26053
MDU COMMUNICATIONS INTERNATIONAL, INC.
(exact name of registrant as specified in its charter)
| Delaware | 84-1342898 | |
| (State of Incorporation) | (IRS Employer ID. No.) |
60-D Commerce Way, Totowa, New Jersey 07512
(Address of Principal Executive Offices) (Zip Code)
Issuer's telephone number, including area code:(973) 237-9499
Securities registered under Section 12(b) of the Act:
none
Securities registered under Section 12(g) of the Act:
Common Stock, par value $0.001 per share
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes¨ Nox
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¨ Nox
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. Yesx No¨
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 (Sec. 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). Yesx 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, a non-accelerated filer, or a smaller reporting company. See definition of "large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Large accelerated filer¨Accelerated filer¨Non-accelerated filer¨ Smaller reporting companyx
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes¨ Nox
The aggregate market value of the voting and nonvoting common equity (based upon the closing price on the OTC Bulletin Board on March 31, 2012) held by non-affiliates was approximately $5.2 million.
The number of shares of common stock ($0.001 par value) outstanding as of December 21, 2012 was 5,672,820.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive Proxy Statementof MDU Communications International, Inc., to be filed on or before January 30, 2013,are forward incorporated by reference in Part III of this Form 10-K.
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EXPLANATORY NOTE
The purpose of this Amendment No. 1 on Form 10-K/A to MDU Communications International, Inc.’s annual report on Form 10-K for the year ended September 30, 2012, filed with the Securities and Exchange Commission on December 21, 2012, is solely to furnish Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T. Exhibit 101 consists of the following materials from MDU Communications International, Inc.’s Form 10-K, formatted in XBRL (eXtensible Business Reporting Language):
| 101.INS | XBRL Instance Document |
| 101.SCH | XBRL Taxonomy Extension Schema |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase |
No other changes have been made to the original Form 10-K. This Amendment No. 1 speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-K.
Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
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PART IV
| Item 15. | Exhibits, Financial Statement Schedules |
| 1. | Financial Statements: See Part II, Item 8 of this Annual Report on Form 10-K. |
| 2. | Exhibits: The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Annual Report on Form 10-K.
|
INDEX TO EXHIBITS
| Exhibits | ||
2.1 |
Acquisition Agreement dated November 2, 1998 between Alpha Beta Holdings, Ltd. and MDU Communications Inc. (1) | |
| 3.1 | Certificate of Incorporation (1) | |
| 3.2 | Amendment to Certification of Incorporation (3) | |
| 3.2 | Amendment to Certification of Incorporation (4) | |
| 3.3 | Bylaws (1) | |
| 3.4 | Amendment to Bylaws (2) | |
| 10.1 | Loan and Security Agreement for September 11, 2006 $20M credit facility (6) | |
| 21.1 | Subsidiaries of the Company (5) | |
| 23.1 | Consent of CohnReznick LLP, Independent Registered Public Accounting Firm (7) | |
| 31.1 | Certification by CEO pursuant to Sections 302 of the Sarbanes-Oxley Act of 2002 (7) | |
| 31.2 | Certification by Vice President of Finance pursuant to Sections 302 of the Sarbanes-Oxley Act of 2002 (7) | |
| 32.1 | Certification of CEO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (7) | |
| 32.2 | Certification Vice President of Finance pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (7) | |
| 101.INS - XBRL Instance Document(8) | ||
| 101.SCH - XBRL Taxonomy Extension Schema(8) | ||
| 101.CAL - XBRL Taxonomy Extension Calculation Linkbase(8) | ||
| 101.DEF - XBRL Taxonomy Extension Definition Linkbase(8) | ||
| 101.LAB - XBRL Taxonomy Extension Label Linkbase(8) | ||
| 101.PRE - XBRL Taxonomy Extension Presentation Linkbase(8) |
| (1) | Incorporated by reference from Form 10-SB filed on May 12, 1999 | ||
| (2) | Incorporated by reference from Form 10-SB/A, Amendment No. 3 filed on April 14, 2000 | ||
| (3) | Incorporated by reference from Report on Form 8-K, filed November 17, 2004 | ||
| (4) | Incorporated by reference from Report on Form 8-K, filed December 9, 2010 | ||
| (5) | Incorporated by reference from Report on Form 10-KSB, filed December 29, 2004 | ||
| (6) | Incorporated by reference from Report on Form 8-K, filed September 15, 2006 | ||
| (7) | Incorporated by reference from Report on Form 10-K, filed December 21, 2012 | ||
| (8) | Filed herewith |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this amended report to be signed on its behalf by the undersigned thereunto duly authorized.
MDU COMMUNICATIONS INTERNATIONAL, INC.
| |
| By: | /s/ SHELDON NELSON |
| Sheldon Nelson | |
| Chief Financial Officer | |
December 28, 2012
| |
| MDU COMMUNICATIONS INTERNATIONAL, INC. | |
| |
| By: | /s/ CARMEN RAGUSA, JR. |
| Carmen Ragusa, Jr. | |
| Vice President of Finance | |
December 28, 2012
| |
Pursuant to the requirement 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.
| Signature | Title | Date | ||
/s/ SHELDON B. NELSON | ||||
| Sheldon B. Nelson | Chief Executive Officer and Director | December 28, 2012 | ||
| (Principal Executive Officer) | ||||
/s/ CAROLYN C. HOWARD | ||||
| Carolyn C. Howard | Director | December 28, 2012 | ||
/s/ RICHARD NEWMAN | ||||
| Richard Newman | Director | December 28, 2012 | ||
/s/ J.E. “TED” BOYLE | ||||
| J.E. “Ted” Boyle | Director | December 28, 2012 | ||
/s/ GREGORY L. OSBORN | ||||
| Gregory L. Osborn | Director | December 28, 2012 |
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