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 and Exchange Act of 1934 |
For the quarterly period ended September 30, 2005
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 000-51023
INPHONIC, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 52-2199384 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
1010 Wisconsin Avenue, Suite 600, Washington, DC | 20007 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (202) 333-0001
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 ¨. No x.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.): Yes ¨. No x.
The registrant had 35,490,393 shares of Common Stock outstanding as of November 3, 2005.
Explanatory Note
This Quarterly Report on Form 10-Q/A (Amendment No. 1) (the “Amendment”) is being filed by InPhonic, Inc. (“InPhonic”) to amend InPhonic’s Quarterly Report on Form 10-Q for the nine months ended September 30, 2005. Part II, Item 6 is being amended to re-file Exhibit 10.3 as a result of InPhonic’s amended request for confidential treatment and to re-file certain other exhibits required as a result of the Amendment.
| ITEM 6. | EXHIBITS |
| Exhibit No. | Description | |
| 10.1(a) | Third Amendment and Waiver to Third Amended and Restated Loan and Security Agreement entered into as of July 27, 2005 by and between Comerica Bank, InPhonic, Inc., SimIpc Acquisition Corp., and Star Number, Inc. | |
| 10.2(a) | Consent and Fourth Amendment to Third Amended and Restated Loan and Security Agreement entered into as of August 16, 2005 by and between Comerica Bank, InPhonic, Inc., SimIpc Acquisition Corp., and Star Number, Inc. | |
| 10.3 | Fifth Amendment to Third Amended and Restated Loan and Security Agreement entered into as of September 30, 2005 by and between Comerica Bank, InPhonic, Inc., SimIpc Acquisition Corp., and Star Number, Inc. | |
| 10.4(a) | First Amendment to Lease by and between Parkridge Phase Two Associates Limited Partnership and InPhonic, Inc. dated November 8, 2005. | |
| 31(i).1 | Rule 13a-14(a) Certification of Principal Executive Officer. | |
| 31(i).2 | Rule 13a-14(a) Certification of Principal Financial Officer. | |
| 32.1 | Section 1350 Certification of Chief Executive Officer. | |
| 32.2 | Section 1350 Certification of Chief Financial Officer. | |
| (a) | Incorporated by reference to our Quarterly Report on Form 10-Q for the nine months ended on September 30, 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.
| INPHONIC, INC. | ||
| By: | /s/ David A. Steinberg | |
| David A. Steinberg | ||
Chairman of the Board and Chief Executive Officer | ||
| By: | /s/ Lawrence S. Winkler | |
| Lawrence S. Winkler | ||
Chief Financial Officer, Executive Vice President and Treasurer | ||
Date: December 22, 2006
