UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
FORM 10-Q/A
(Amendment No. 1)
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| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2016
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 001-33740
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CYS Investments, Inc.
(Exact name of registrant as specified in its charter)
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| Maryland | 20-4072657 |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
| 890 Winter Street, Suite 200, Waltham, Massachusetts | 02451 |
| (Address of principal executive offices) | (Zip Code) |
(617) 639-0440
(Registrant’s telephone number, including area code)
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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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
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 the definitions 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 | ¨ |
| 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
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
| Class | April 22, 2016 |
| Common Stock ($0.01 par value) | 151,556,564 |
EXPLANATORY NOTE
On April 22, 2016, CYS Investments, Inc. (the “Company”) filed its quarterly report on Form 10-Q for the quarterly period ended March 31, 2016 (the “Form 10-Q”). The Company is filing this Form 10-Q/A solely for the purpose of filing Exhibit 10.1 to the Form 10-Q, which inadvertently was omitted from the EDGAR filing of the Form 10-Q. There are no other changes to the Form 10-Q. This Form 10-Q/A should be read in conjunction with the original Form 10-Q, which continues to speak as of the date of the Form 10-Q. Except as specifically noted above, this Form 10-Q/A does not modify or update disclosures in the original Form 10-Q. Accordingly, this Form 10-Q/A does not reflect events occurring after the filing of the Form 10-Q.
PART II. Other Information
Item 6. Exhibits
| (a) | Exhibits. |
Exhibit Number | Description of Exhibit | |
3.1(1) | Articles of Amendment and Restatement of CYS Investments, Inc. | |
3.2(2) | Articles of Amendment to the Articles of Amendment and Restatement | |
3.3(2) | Articles of Amendment to the Articles of Amendment and Restatement | |
3.4(3) | Articles of Amendment to the Articles of Amendment and Restatement | |
3.5(4) | Articles Supplementary of 7.75% Series A Cumulative Redeemable Preferred Stock | |
3.6(5) | Articles Supplementary of 7.50% Series B Cumulative Redeemable Preferred Stock | |
3.7(6) | Amended and Restated Bylaws of CYS Investments, Inc. | |
| 10.1 | 2016 Incentive Compensation Plan | |
| 31.1* | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes – Oxley Act of 2002 | |
| 31.2* | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes – Oxley Act of 2002 | |
| 32.1** | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes – Oxley Act of 2002 | |
| 32.2** | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes – Oxley Act of 2002 | |
| Exhibit 101.INS XBRL | Instance Document (7) | |
| Exhibit 101.SCH XBRL | Taxonomy Extension Schema Document (7) | |
| Exhibit 101.CAL XBRL | Taxonomy Extension Calculation Linkbase Document (7) | |
| Exhibit 101.DEF XBRL | Additional Taxonomy Extension Definition Linkbase Document Created (7) | |
| Exhibit 101.LAB XBRL | Taxonomy Extension Label Linkbase Document (7) | |
| Exhibit 101.PRE XBRL | Taxonomy Extension Presentation Linkbase Document (7) | |
_________________
* Filed herewith.
** Furnished herewith.
| (1) | Incorporated by reference to the Registrant’s Registration Statement on Form S-11 filed with the Securities and Exchange Commission (File No. 333-142236). |
| (2) | Incorporated by reference from the Registrant’s Form 10-K filed with the Securities and Exchange Commission on February 10, 2010. |
| (3) | Incorporated by reference from the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 1, 2011. |
| (4) | Incorporated by reference from the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 2, 2012. |
| (5) | Incorporated by reference from the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 29, 2013. |
| (6) | Incorporated by reference from the Registrant’s Form 10-K filed with the Securities and Exchange Commission on February 10, 2012. |
| (7) | Incorporated by reference from the Registrant’s Form 10-Q filed with the Securities and Exchange Commission on April 22, 2016. |
SIGNATURES
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.
CYS INVESTMENTS, INC.
| Dated: April 26, 2016 | BY: /s/ FRANCES R. SPARK |
Frances R. Spark
Chief Financial Officer and Treasurer
(Principal Financial Officer)
EXHIBIT INDEX
Exhibit Number | Description | |
3.1(1) | Articles of Amendment and Restatement of CYS Investments, Inc. | |
3.2(2) | Articles of Amendment to the Articles of Amendment and Restatement | |
3.3(2) | Articles of Amendment to the Articles of Amendment and Restatement | |
3.4(3) | Articles of Amendment to the Articles of Amendment and Restatement | |
3.5(4) | Articles Supplementary of 7.75% Series A Cumulative Redeemable Preferred Stock | |
3.6(5) | Articles Supplementary of 7.50% Series B Cumulative Redeemable Preferred Stock | |
3.7(6) | Amended and Restated Bylaws of CYS Investments, Inc. | |
| 10.1 | 2016 Incentive Compensation Plan | |
| 31.1* | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes – Oxley Act of 2002 | |
| 31.2* | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes – Oxley Act of 2002 | |
| 32.1** | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes – Oxley Act of 2002 | |
| 32.2** | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes – Oxley Act of 2002 | |
| Exhibit 101.INS XBRL | Instance Document (7) | |
| Exhibit 101.SCH XBRL | Taxonomy Extension Schema Document (7) | |
| Exhibit 101.CAL XBRL | Taxonomy Extension Calculation Linkbase Document (7) | |
| Exhibit 101.DEF XBRL | Additional Taxonomy Extension Definition Linkbase Document Created (7) | |
| Exhibit 101.LAB XBRL | Taxonomy Extension Label Linkbase Document (7) | |
| Exhibit 101.PRE XBRL | Taxonomy Extension Presentation Linkbase Document (7) | |
__________________
* Filed herewith.
** Furnished herewith.
| (1) | Incorporated by reference to the Registrant’s Registration Statement on Form S-11 filed with the Securities and Exchange Commission (File No. 333-142236). |
| (2) | Incorporated by reference from the Registrant’s Form 10-K filed with the Securities and Exchange Commission on February 10, 2010. |
| (3) | Incorporated by reference from the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 1, 2011. |
| (4) | Incorporated by reference from the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 2, 2012. |
| (5) | Incorporated by reference from the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 29, 2013. |
| (6) | Incorporated by reference from the Registrant’s Form 10-K filed with the Securities and Exchange Commission on February 10, 2012. |
| (7) | Incorporated by reference from the Registrant’s Form 10-Q filed with the Securities and Exchange Commission on April 22, 2016. |