UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Mark One)
[ x ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934.
For the quarterly period ended: September 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: 0-25790
eCOST.COM, INC.
(Exact name of registrant as specified in its charter)
Delaware | | 33-0843777 |
(State or other jurisdiction of
incorporation or organization) | | (I.R.S. Employer
Identification Number) |
2555 West 190th Street, Suite 106
Torrance, CA 90504
(address of principal executive offices)
(310) 225-4044
(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 [ ] No [X ]
Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]
There were 17,465,000 outstanding shares of common stock at November 12, 2004.
EXPLANATORY NOTE
This amendment on Form 10-Q/A is being filed with respect to the registrant's quarterly report on Form 10-Q for the quarter ended September 30, 2004, solely to include as exhibits previously listed in the Form 10-Q for the quarter ended September 30, 2004 certain executed agreements, unexecuted forms of which were previously filed with Amendment No. 2 to the registrant's registration statement on Form S-1, which was filed with the Commission on July 2, 2004.
ITEM 6. EXHIBITS
Exhibit Number | Description |
2.1 | | | Master Separation and Distribution Agreement, dated September 1, 2004 (included as Exhibit 10.1 hereto) |
3.1 | | | Amended and Restated Certificate of Incorporation (1) |
3.2 | | | Amended and Restated Bylaws (1) |
10.1 | | | Master Separation and Distribution Agreement, dated September 1, 2004 |
10.2 | | | Tax Allocation and Indemnification Agreement, dated September 1, 2004 |
10.3 | | | Employee Benefit Matters Agreement, dated September 1, 2004 |
10.4 | | | Administrative Services Agreement, dated September 1, 2004 |
10.5 | | | Product Sales, Inventory Management and Order Fulfillment Agreement, dated September 1, 2004 |
10.6 | | | Information Technology Systems Usage and Services Agreement, dated September 1, 2004 |
10.7 | | | AF Services Software License Agreement, dated September 1, 2004 |
10.8 | | | Amended and Restated Sublease Agreement, dated September 1, 2004 |
10.9 | | | Registration Rights Agreement with PC Mall, dated September 1, 2004 |
10.10 | | | Registration Rights Agreement with Frank Khulusi, dated September 1, 2004 |
10.11 | * | | eCOST.com, Inc. 2004 Stock Incentive Plan and 2004 Non-employee Director Option Program (2) |
10.12 | | | Loan and Security Agreement with Congress Financial Corporation (Western), dated August 3, 2004 (3) |
10.13 | | | Form of Indemnification Agreement with directors and executive officers (4) |
10.14 | * | | Form of Notice of Stock Option Award and Stock Option Award Agreement under 2004 Stock Incentive Plan (4) |
10.15 | * | | Form of Notice of Stock Option Award and Stock Option Award Agreement for Non-employee Directors under 2004 Stock Incentive Plan (4) |
31.1 | | | Certification of the Chief Executive Officer of the Registrant pursuant to Exchange Act Rule 13a-14(a) |
31.2 | | | Certification of the Chief Financial Officer of the Registrant pursuant to Exchange Act Rule 13a-14(a) |
32.1 | | | Certification of the Chief Executive Officer of Registrant furnished pursuant to 18 U.S.C. 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002 (4) |
32.2 | | | Certification of the Chief Financial Officer of Registrant furnished pursuant to 18 U.S.C. 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002 (4) |
* The referenced exhibit is a compensatory contract, plan or arrangement |
(1) Incorporated by reference to Amendment No. 3 to our Registration Statement on Form S-1 (File No. 333-115199), filed with the SEC on July 26, 2004.
(2) Incorporated by reference to Amendment No. 2 to our Registration Statement on Form S-1 (File No. 333-115199), filed with the SEC on July 2, 2004.
(3) Incorporated by reference to Amendment No. 4 to our Registration Statement on Form S-1 (File No. 333-115199), filed with the SEC on August 3, 2004.
(4) Previously filed on Form 10-Q for the quarter ended September 30, 2004 filed with the SEC on November 15, 2004.
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.
Date: November 17, 2004 | eCOST.com, Inc. |
| | |
| By: | /s/ Ted Sanders
Ted Sanders
Chief Financial Officer |
| | |
| | (Duly Authorized Officer of the Registrant and Principal Financial Officer) |
eCOST.COM, INC.
EXHIBIT INDEX
Exhibit Number | Description |
2.1 | | | Master Separation and Distribution Agreement, dated September 1, 2004 (included as Exhibit 10.1 hereto) |
3.1 | | | Amended and Restated Certificate of Incorporation (1) |
3.2 | | | Amended and Restated Bylaws (1) |
10.1 | | | Master Separation and Distribution Agreement, dated September 1, 2004 |
10.2 | | | Tax Allocation and Indemnification Agreement, dated September 1, 2004 |
10.3 | | | Employee Benefit Matters Agreement, dated September 1, 2004 |
10.4 | | | Administrative Services Agreement, dated September 1, 2004 |
10.5 | | | Product Sales, Inventory Management and Order Fulfillment Agreement, dated September 1, 2004 |
10.6 | | | Information Technology Systems Usage and Services Agreement, dated September 1, 2004 |
10.7 | | | AF Services Software License Agreement, dated September 1, 2004 |
10.8 | | | Amended and Restated Sublease Agreement, dated September 1, 2004 |
10.9 | | | Registration Rights Agreement with PC Mall, dated September 1, 2004 |
10.10 | | | Registration Rights Agreement with Frank Khulusi, dated September 1, 2004 |
10.11 | * | | eCOST.com, Inc. 2004 Stock Incentive Plan and 2004 Non-employee Director Option Program (2) |
10.12 | | | Loan and Security Agreement with Congress Financial Corporation (Western), dated August 3, 2004 (3) |
10.13 | | | Form of Indemnification Agreement with directors and executive officers (4) |
10.14 | * | | Form of Notice of Stock Option Award and Stock Option Award Agreement under 2004 Stock Incentive Plan (4) |
10.15 | * | | Form of Notice of Stock Option Award and Stock Option Award Agreement for Non-employee Directors under 2004 Stock Incentive Plan (4) |
31.1 | | | Certification of the Chief Executive Officer of the Registrant pursuant to Exchange Act Rule 13a-14(a) |
31.2 | | | Certification of the Chief Financial Officer of the Registrant pursuant to Exchange Act Rule 13a-14(a) |
32.1 | | | Certification of the Chief Executive Officer of Registrant furnished pursuant to 18 U.S.C. 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002 (4) |
32.2 | | | Certification of the Chief Financial Officer of Registrant furnished pursuant to 18 U.S.C. 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002 (4) |
* The referenced exhibit is a compensatory contract, plan or arrangement |
(1) Incorporated by reference to Amendment No. 3 to our Registration Statement on Form S-1 (File No. 333-115199), filed with the SEC on July 26, 2004.
(2) Incorporated by reference to Amendment No. 2 to our Registration Statement on Form S-1 (File No. 333-115199), filed with the SEC on July 2, 2004.
(3) Incorporated by reference to Amendment No. 4 to our Registration Statement on Form S-1 (File No. 333-115199), filed with the SEC on August 3, 2004.
(4) Previously filed on Form 10-Q for the quarter ended September 30, 2004 filed with the SEC on November 15, 2004.
