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 September 30, 2010
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: 001-33399
________________________________
Comverge, Inc.
(Exact name of Registrant as specified in its charter)
___________________________________
| | | |
| Delaware | | 22-3543611 |
(State or other jurisdiction of incorporation or organization) | | (IRS Employer Identification No.) |
| | |
5390 Triangle Parkway, Suite 300 Norcross, Georgia | | 30092 |
| (Address of principal executive offices) | | (Zip Code) |
(678) 392-4954
(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 x No ¨
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 ¨ No ¨
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 | | ¨ | | Accelerated filer | | x |
| | | | |
| Non-accelerated filer | | ¨ (Do not check if a smaller reporting company) | | Smaller reporting company | | ¨ |
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
There were 25,291,073 shares of the Registrant’s common stock, $0.001 par value per share, outstanding on April 18, 2011.
Comverge, Inc.
Index to Form 10-Q/A
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| Part II - Other Information | | | | |
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| Exhibit Index | | | | |
EXPLANATORY NOTE
This Amendment No. 2 (“Amendment”) on Form 10-Q/A amends the quarterly report on Form 10-Q of Comverge, Inc. (the “Company”) for the period ended September 30, 2010, as filed with the Securities and Exchange Commission (the “Commission”) on November 8, 2010 (“Form 10-Q”). No revisions are being made to the Company’s financial statements and, except as described below, this Amendment does not reflect events occurring after the filing of the Form 10-Q, or modify or update those disclosures that may be affected by subsequent events, and no other changes are being made to any other disclosure contained in the Form 10-Q.
This Amendment is an exhibit-only filing in response to comments received from the staff of the Securities and Exchange Commission regarding a request for confidential treatment of certain portions of Exhibit 10.1 through 10.6 originally filed with the Form 10-Q. This Amendment is being filed solely to re-file Exhibit 10.1. Except for the changes to Exhibits 10.1, this Amendment does not otherwise update any exhibits as originally filed or previously amended.
In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by our principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment.
Part II – Other Information
The following documents are filed as exhibits to this report:
| 10.1† | Professional Services Agreement by and between the Company and TXU Energy Retail Company LLC, effective April 15, 2009 |
| 31.1 | Certification of the Company’s Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 31.2 | Certification of the Company’s Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| † | Portions of this exhibit have been redacted pursuant to a confidential treatment request filed with the Securities and Exchange Commission. |
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.
| | | | | | | | | |
| | | | | Comverge, Inc. (Registrant) |
| | | | |
April 22, 2011 | | | | By: | | /s/ R. Blake Young |
| (Date) | | | | | | R. Blake Young |
| | | | | | | | | President and Chief Executive Officer (Principal Executive Officer) |
| | | | |
April 22, 2011 | | | | By: | | /s/ Michael D. Picchi |
| (Date) | | | | | | Michael D. Picchi |
| | | | | | | | | Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
INDEX TO EXHIBITS
| Exhibit No. | Description |
| 10.1† | Professional Services Agreement by and between the Company and TXU Energy Retail Company LLC, effective April 15, 2009 |
| 31.1 | Certification of the Company’s Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 31.2 | Certification of the Company’s Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| † | Portions of this exhibit have been redacted pursuant to a confidential treatment request filed with the Securities and Exchange Commission. |
