UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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FOR THE FISCAL YEAR ENDED MAY 31, 2009 | |
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OR | |
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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: 000-51942
LAWSON SOFTWARE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE |
| 20-3469219 |
380 ST. PETER STREET
ST. PAUL, MINNESOTA 55102
(Address of principal executive offices)
(651) 767-7000
(Registrant’s telephone number, including area code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Common Stock, $0.01 Par Value Per Share
Preferred Stock Purchase Rights
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by Reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer x |
| Accelerated filer o |
Non-accelerated filer o (Do not check if a smaller reporting company) |
| Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x
The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant, based upon the closing sale price of Common Stock on November 30, 2008 as reported on the Nasdaq National Market, was $551,394,197.
The number of shares of the registrant’s common stock outstanding on July 2, 2009 was 161,509,648.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive Proxy Statement of Lawson Software, Inc. for the 2009 Annual Meeting of Stockholders to be held October 15, 2009, are incorporated by reference into Part III of this Annual Report on Form 10-K.
LAWSON SOFTWARE, INC.
Form 10-K/A
(Amendment No. 1)
Explanatory Note
This amendment to our Annual Report on Form 10-K for our fiscal year ended May 31, 2009, as originally filed with the Securities and Exchange Commission on July 16, 2009, has been filed solely to include a corrected Consent of PricewaterhouseCoopers LLP, Exhibit 23.1, accurately reflecting the date of their Report of Independent Registered Public Accounting Firm as July 15, 2009. No other revisions are being made to our financial statements or any other disclosures contained in our Form 10-K as originally filed. This Form 10-K/A speaks as of the original filing date of our Form 10-K and does not reflect events that may have occurred subsequent to the original filing date. Accordingly, this amendment should be read in conjunction with our original Annual Report on Form 10-K filed on July 16, 2009.
Part IV
Item 15. Exhibits and Financial Statement Schedules
(b) | Exhibit Listing |
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| The following exhibits are filed as part of this report: |
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| Exhibit |
| Description |
| Method of |
| 23.1 |
| Consent of PricewaterhouseCoopers LLP |
| Filed herewith |
| 31.3 |
| Certification Pursuant to Section 302 of Sarbanes-Oxley Act—Harry Debes |
| Filed herewith |
| 31.4 |
| Certification Pursuant to Section 302 of Sarbanes-Oxley Act—Stefan B. Schulz |
| Filed herewith |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
| LAWSON SOFTWARE, INC. | |
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Dated: March 18, 2010 | By: | /s/ STEFAN B. SCHULZ |
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| Stefan B. Schulz |
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| Senior Vice President and Chief Financial Officer |
Pursuant to the requirements of the Securities Act of 1934, the following persons in the capacities and on the dates indicated have signed this Annual Report on Form 10-K/A.
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| Director, Co-Chairman |
| March 18, 2010 |
H. Richard Lawson |
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| Director, Co-Chairman |
| March 18, 2010 |
Romesh Wadhwani |
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/s/ HARRY DEBES |
| President and Chief Executive Officer and |
| March 18, 2010 |
Harry Debes |
| Director (principal executive officer) |
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| Director |
| March 18, 2010 |
Steven Chang |
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| Director |
| March 18, 2010 |
David R. Hubers |
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| Director |
| March 18, 2010 |
Michael A. Rocca |
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| Director |
| March 18, 2010 |
Paul Wahl |
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| Director |
| March 18, 2010 |
Peter Gyenes |
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* /s/ HARRY DEBES |
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| March 18, 2010 |
Harry Debes |
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