UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
| x | Annual Report Pursuant To Section 13 Or 15(d) Of The Securities Exchange Act Of 1934 |
For The Fiscal Year Ended December 31, 2008
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 001-33748
DUPONT FABROS TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
| Maryland | 20-8718331 | |
| (State of incorporation) | (I.R.S. Employer Identification Number) |
1212 New York Avenue, NW, Suite 900 Washington, DC | 20005 | |
| (Address of principal executive offices) | (Zip Code) |
(202) 728-0044
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Class | Name of Exchange upon Which Registered | |
| Common Stock, $0.001 par value per share | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x
Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the 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 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 if disclosure of delinquent filers pursuant to Item 405 of Regulations 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 of this Form 10-K. ¨
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 ¨ | Accelerated filer x | Non-accelerated Filer ¨ | Smaller reporting company ¨ | |||
(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 Act). Yes ¨ No x
The aggregate market value of common shares held by non-affiliates of the Registrant was $654.0 million as of June 30, 2008.
As of February 24, 2009, there were 39,435,186 shares of the registrant’s Common Stock, $0.001 par value per share, outstanding.
Documents Incorporated By Reference
Portions of the Company’s Definitive Proxy Statement relating to its 2009 Annual Meeting of Stockholders are incorporated by reference in Part III, Items 10-14 of this Annual Report on Form 10-K as indicated herein.
This Amendment No. 1 (“Amendment No. 1”) amends the Annual Report on Form 10-K of DuPont Fabros Technology, Inc. (the “Company”) for the year ended December 31, 2008, originally filed with the Securities and Exchange Commission (the “SEC”) on February 27, 2009 (the “Original Filing”). The Company is filing this Amendment No. 1 solely to correct certain inadvertent omissions from the Certifications of the Company’s Chief Executive Officer and Chief Financial Officer required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which were filed as Exhibits 31.1 and 31.2. Except as described above, no other changes have been made to the Original Filing and the Company has not updated the disclosure contained herein to reflect events that have occurred since the Original Filing. Accordingly, this amendment should be read in conjunction with the Company’s other filings made with the SEC subsequent to the Original Filing.
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.
| DUPONT FABROS TECHNOLOGY, INC. | ||
| By: | /s/ Jeffrey H. Foster | |
| Name: | Jeffrey H. Foster | |
| Title: | Chief Accounting Officer | |
| (Principal Accounting Officer) | ||
Date: August 5, 2009
EXHIBIT INDEX
Exhibit Number | Description | |
31.1 | Certification of Chief Executive Officer. | |
31.2 | Certification of Chief Financial Officer. | |
