UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________________
FORM 10-Q/A
x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2005
OR
q | 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 0-28968
APTIMUS, INC.
(Exact name of registrant as specified in its charter)
WASHINGTON | 91-1809146 | |
(State of other jurisdiction of incorporation) | (I.R.S. Employer Identification No.) |
100 Spear Street, Suite 1115
San Francisco, CA 94105
(Address of principal executive offices and zip code)
(415) 896-2123
(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 such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x Noo
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes o Nox
The number of shares of the registrant's Common Stock outstanding as of April 30, 2005 was 6,395,326.
We are filing this Quarterly Report on Form 10-Q/A to include certain exhibits that were identified on the exhibit schedule to the Quarterly Report on Form 10-Q for the period ended March 31, 2005, but that were inadvertently omitted from the filed form of the Report.
ITEM 6. EXHIBITS
ExhibitNumber | Description |
3.1* | Second Amended and Restated Articles of Incorporation of registrant. |
3.1.1(2) | Articles of Amendment filed September 16, 2000. |
3.1.2(6) | Articles of Amendment filed March 29, 2002. |
3.2* | Amended and Restated Bylaws of registrant. |
4.1* | Specimen Stock Certificate. |
4.2(3) | Rights Agreement dated as of March 12, 2002 between registrant and Mellon Investor Services LLC, as rights agent. |
10.1*(7) | Form of Indemnification Agreement between the registrant and each of its directors. |
10.2*(7) | 1997 Stock Option Plan, as amended. |
10.3*(7) | Form of Stock Option Agreement. |
10.4(1)(7) | Aptimus, Inc. 2001 Stock Plan. |
10.4.1(2)(7) | Form of Stock Option Agreement. |
10.4.2(2)(7) | Form of Restricted Stock Agreement (for grants). |
10.4.3(2)(7) | Form of Restricted Stock Agreement (for rights to purchase). |
10.5(4)(7) | Change in Control Agreement, dated as of December 6, 2002, by and between registrant and Timothy C. Choate |
10.6(4)(7) | Form of Change in Control Agreement, dated as of December 6, 2002, by and between registrant and each of certain executive managers of registrant |
10.7(5) | Form of Convertible Note Purchase Agreement, dated as of July 1, 2003, by and between the Company and certain investors. |
10.8(5) | Form of Convertible Secured Promissory Note, dated July 2003, executed by and between the Company and payable to the order of certain investors. |
10.9(5) | Form of Common Stock Warrant, dated July 2003, by and between the Company and certain investors. |
10.10(5) | Form of Security Agreement, dated as of July 1, 2003, by and between the Company and certain investors. |
10.11(5) | Form of Registration Rights Agreement, dated as of July 1, 2003, by and between the Company and certain investors. |
10.12 | Agreement of Lease, dated as of November 18, 2003, by and between 100 Spear Street Owner’s Corp. and the Company. |
10.13(9) | Agreement of Lease, dated as of April 29, 2004, by and between Sixth and Virginia Properties and the Company. |
10.14(8) | Stock Purchase Agreement, dated as of December 4, 2003, by and between the Company and certain investors. |
10.15(10) | Stock Purchase Agreement, dated as of March 25, 2005, by and between the Company and certain investors. |
10.16(10) | Form of Common Stock Warrant, dated March 25 2005, by and between the Company and certain investors and service providers. |
31.1 | Rule 13a-14(a) Certification of the Chief Executive Officer |
31.2 | Rule 13a-14(a) Certification of the Chief Financial Officer |
31.3 | Rule 13a-14(a) Certification of the Chief Executive Officer in respect to the Quarterly Report for the period ended March 31, 2005 on Form 10-Q/A |
31.4 | Rule 13a-14(a) Certification of the Chief Financial Officer in respect to the Quarterly Report for the period ended March 31, 2005 on Form 10-Q/A |
32.1 | Section 1350 Certification of the Chief Executive Officer |
32.2 | Section 1350 Certification of the Chief Financial Officer |
* Incorporated by reference to the Company’s Registration Statement on Form S-1 (No. 333-81151).
(1) Incorporated by reference to the Company’s Proxy Statement on Schedule 14A, dated May 17, 2001.
(2) Incorporated by reference to the Company’s Quarterly Report on Form 10-Q, dated November 14, 2001.
(3) Incorporated by reference to the Company’s Current Report on Form 8-K, dated March 12, 2002.
(4) Incorporated by reference to the Company’s Annual Report on Form 10-K, dated March 28, 2003.
(5) Incorporated by reference to the Company’s Quarterly Report on Form 10-Q, dated August 14, 2003.
(6) Incorporated by reference to the Company’s Quarterly Report on Form 10-Q, dated May 15, 2002.
(7) Management compensation plan or agreement.
(8) Incorporated by reference to the Company’s Annual Report on Form 10-K, dated March 30, 2004
(9) Incorporated by reference to the Company’s Quarterly Report on Form 10-Q, dated May 17, 2004.
(10) Incorporated by reference to the Company’s Registration Statement on Form S-3 (No. 333-124403), dated April 28, 2005.
SIGNATURES
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.
APTIMUS, INC. | ||
| | |
Date: June 7, 2005 | By: | /s/ David H. Davis |
Name: David H. Davis Title: General Counsel and Corporate Secretary | ||