UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
AMENDMENT NO. 1
(Mark One)
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended November 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: 000-26281
RED HAT, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
06-1364380
(I.R.S. Employer Identification No.)
1801 Varsity Drive, Raleigh, North Carolina 27606
(Address of principal executive offices, including zip code)
(919) 754-3700
(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 No ¨
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes x No ¨
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
As of November 30, 2004, there were 180,360,662 shares of common stock outstanding.
EXPLANATORY NOTE
The company is filing this Amendment No. 1 to its Quarterly Report on Form 10-Q for the fiscal quarter ended November 30, 2004 (“Amendment”), as originally filed with the SEC on January 10, 2005, for the sole purpose of revising portions of an exhibit for which the company is by this Amendment reducing the amount of redacted material for which it is otherwise requesting confidential treatment. This Amendment No. 1 on Form 10-Q/A does not change the previously reported financial statements or any of the other disclosure contained in the original Form 10-Q. Part IV is also being amended to add new certifications in accordance with Rule 13a-14(a) of the Exchange Act required due to this Amendment.
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ITEM 6: EXHIBITS
(a) List of Exhibits
| 10.1*# | Executive Variable Compensation Plan 2005 Performance Objectives | |
| 31.1+ | Certification of Matthew J. Szulik, Chief Executive Officer, President and Chairman of the Board of Directors, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 | |
| 31.2+ | Certification of Charles E. Peters, Jr., Executive Vice President and Chief Financial Officer, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 | |
| 31.3 | Certification of Matthew J. Szulik, Chief Executive Officer, President and Chairman of the Board of Directors, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 | |
| 31.4 | Certification of Charles E. Peters, Jr., Executive Vice President and Chief Financial Officer, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 | |
| 32.1+ | Certifications of Matthew J. Szulik, Chief Executive Officer, President and Chairman of the Board of Directors, and Charles E. Peters, Jr., Executive Vice President and Chief Financial Officer, pursuant to 18 U.S.C Section 1350 | |
| + | Previously filed. |
| * | Indicates a management contract or compensatory plan, contract or arrangement |
| # | Indicates confidential treatment requested as to certain portions of this exhibit, which portions have been filed separately with the Securities and Exchange Commission. |
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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.
| RED HAT, INC. | ||||
| Date: October 11, 2005 | By: | /s/ Matthew J. Szulik | ||
| Matthew J. Szulik | ||||
President and Chief Executive Officer (Officer on behalf of the Registrant) | ||||
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