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 |
| | For the fiscal year ended December 31, 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: 000-53620 |
NEULION, INC.
(Exact Name of Registrant as Specified in Its Charter)
| | | | | |
| | Delaware | | 98-0469479 | |
| | (State or Other Jurisdiction of | | (I.R.S. Employer | |
| | Incorporation or Organization) | | Identification No.) | |
| | 1600 Old Country Road, Plainview, New York | | 11803 | |
| | (Address of Principal Executive Offices) | | (Zip Code) | |
| | Registrant’s telephone number, including area code (516) 622-8300 |
| | Securities registered pursuant to Section 12(b) of the Act: |
| Title of each class | Name of exchange on which registered |
| None | |
Securities registered pursuant to Section 12(g) of the Act:
| Common Stock |
(Title of Class) |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes ¨ 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 Exchange Act 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 website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T 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 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. ¨
Indicate by check mark whether registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | o | | Accelerated filer o |
| | | | |
| Non-accelerated filer | o | | Smaller reporting company x |
| (Do not check if a 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.
The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold as of the last business day of the registrant’s most recently completed second fiscal quarter was $23,896,902.
As of March 15, 2011, there were 139,180,279 shares of the registrant’s common stock, $0.01 par value, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
The definitive proxy statement relating to our Annual Meeting of Stockholders, which we expect to be held on or about June 7, 2011, to be filed with the Securities and Exchange Commission (the “SEC”) pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is incorporated by reference in Items 10, 11, 12, 13 and 14 of Part III of this Form 10-K.
Explanatory Note
This Amendment No. 1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2010 is being filed to correct the certifications of our principal executive officer and principal financial officer to include the introductory language in paragraph 4 and the language in paragraph 4(b) of the certifications referring to internal control over financial reporting. No other information in our Annual Report on Form 10-K for the fiscal year ended December 31, 2010 is hereby amended.
Item 15. Exhibits and Financial Statement Schedules
(b) Exhibits
The following exhibits are filed as part of this report:
Exhibit No. Description
| 31.1* | Certification of the Chief Executive Officer (Principal Executive Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended |
| | |
| 31.2* | Certification of the Chief Financial Officer (Principal Financial Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended |
* Filed herewith
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant had duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | NEULION, INC. | |
| | | | |
| Date: May 10, 2011 | By: | /s/ Nancy Li | |
| | | Name: | Nancy Li | |
| | | Title: | Chief Executive Officer | |
| | | | (Principal Executive Officer) | |
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