UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Amendment No. 2)
x Quarterly Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended June 30, 2005
o 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 000-50849
KANBAY INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware |
| 36-4387594 |
(State or Other Jurisdiction of |
| (I.R.S. Employer |
Incorporation or Organization) |
| Identification No.) |
6400 Shafer Court, Suite 100
Rosemont, Illinois 60018
Phone: (847) 384-6100
(Address, including zip code, and telephone number (including area code) of registrant’s principal executive office)
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: o
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Large accelerated filer: o | Accelerated filer: x | Non-accelerated filer: o |
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes: o No: x
As of August 10, 2005, the Registrant had 34,328,164 shares of Common Stock, $0.001 par value per share, outstanding.
EXPLANATORY NOTE
This Amendment No. 2 on Form 10-Q/A (this “Amended Filing”) to our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2005, initially filed with the Securities and Exchange Commission (the “SEC”) on August 12, 2005 and as amended by Amendment No. 1 thereto filed with the SEC on September 22, 2006 (collectively, the “Prior Filings”), is being filed in response to comments received from the SEC in connection with a confidential treatment request with respect to Exhibit 10.2, Rate Schedule dated April 19, 2006 between Kanbay Europe Ltd. and HSBC Holdings plc. Item 6 of Part II of the Prior Filings is hereby amended to include an unredacted version of Exhibit 10.2. In addition, this Amended Filing includes updated certifications from our Chief Executive Officer and Chief Financial Officer, as required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 and the rules of the SEC.
PART II. OTHER INFORMATION
Item 6. Exhibits
(a) The following is a list of exhibits filed as part of this Form 10-Q/A:
10.2 |
| Rate Schedule dated April 19, 2006 between Kanbay Europe Ltd. and HSBC Holdings plc. |
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|
|
31.1 |
| Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
|
|
31.2 |
| Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
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|
32.1 |
| Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
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32.2 |
| Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 2 to quarterly report to be signed on its behalf by the undersigned thereunto duly authorized.
| KANBAY INTERNATIONAL, INC. | |
|
|
|
Date: November 9, 2006 |
| By: /s/ Raymond J. Spencer |
|
| Raymond J. Spencer |
|
| Chairman of the Board and Chief Executive Officer |
|
| (Principal executive officer) |
EXHIBIT INDEX
Number |
| Description |
10.2 |
| Rate Schedule dated April 19, 2006 between Kanbay Europe Ltd. and HSBC Holdings plc. |
|
|
|
31.1 |
| Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
|
|
31.2 |
| Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
|
|
32.1 |
| Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
|
|
32.2 |
| Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
