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 Fiscal Quarter Ended September 30, 2006
or
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 0-50442
MEDICOR LTD.
(Name of Small Business Issuer in Its Charter)
Delaware |
| 14-1871462 |
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4560 S. Decatur Blvd. |
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(702) 932-4560
(Issuer’s Telephone Number, Including Area Code)
Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, Par value $0.001 per share
Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o Accelerated filer o Non-accelerated filer x
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
On November 1, 2006, there were 23,746,162 shares of common stock outstanding.
This Amendment No. 1 on Form 10-Q/A to the MediCor Ltd. (the “Company”) Quarterly Report on Form 10-Q for the quarter ended September 30, 2006 (the “Report”), which was filed with the Securities and Exchange Commission on November 2, 2006, is being filed to amend Item 2 — Unregistered Sales of Equity Securities and Use of Proceeds to include narrative disclosure about securities issued during the quarter, which were previously reflected in the financial statements included in the Report.
As a result of this amendment, the certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, filed as exhibits to the original and amended Report, have been re-executed and re-filed as of the date of this Amendment No. 1 on Form 10-Q/A.
Except for the amendment described above, this Form 10-Q/A does not modify or update other disclosures in, or exhibits to, the Report.
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ITEM 2 — UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On September 11, 2006, we granted options to purchase 1,357,000 shares of common stock to 29 new and existing employees, including four executive officers, and options to purchase 180,000 shares of common stock to two consultants. The option grants were approved by the compensation committee of our board of directors, composed entirely of independent directors, at their regularly scheduled meeting held for such purpose. The options were granted at an exercise price of $2.50 per share, the last sale price of our common stock on the date of grant, September 11, 2006. All of the options have seven-year terms and vest ratably on each of the first through fourth anniversaries of the date of grant.
The following exhibits are filed as part of this Quarterly Report on Form 10-Q:
Exhibit No. |
| Description |
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31.1 |
| Principal Executive Officer Certification Pursuant To 17 C.F.R. Section 240.13a-14(a). |
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31.2 |
| Principal Financial Officer Certification Pursuant To 17 C.F.R. Section 240.13a-14(a). |
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32.1 |
| Principal Executive Officer Certification Pursuant To 18 U.S.C. Section 1350. |
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32.2 |
| Principal Financial Officer Certification Pursuant To 18 U.S.C. Section 1350. |
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Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| MEDICOR LTD. | |||
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| By: |
| /s/ Theodore R. Maloney |
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| Theodore R. Maloney |
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| By: |
| /s/ Paul R. Kimmel |
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| Paul R. Kimmel |
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