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, 2009.
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: 001-33930
IPC THE HOSPITALIST COMPANY, INC.
(Exact name of registrant as specified in its charter)
Delaware | 95-4562058 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
4605 Lankershim Boulevard, Suite 617 North Hollywood, California | 91602 | |
(Address of principal executive offices) | (Zip code) |
Registrant’s telephone number, including area code: (888) 447-2362
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | Name of Each Exchange on Which Registered | |
Common Stock, $0.001 par value | NASDAQ Global Market |
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 ¨ No x
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 ¨ 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 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 amendment to this Form 10-K. x
Indicate by checkmark 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 | ¨ |
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 the voting common stock held by non-affiliates of the registrant was approximately $412,003,841, computed by reference to the closing price on the NASDAQ Global Market of $26.69 per share of Common Stock on June 30, 2009. For the purpose of the foregoing calculation only, all directors and executive officers of the registrant and owners of more than 5% of the registrant’s common stock are assumed to be affiliates of the registrant. This determination of affiliate status is not necessarily conclusive for any other purpose.
As of February 17, 2010, there were 16,222,298 shares of the registrant’s common stock, $0.001 par value, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE:
None.
EXPLANATORY NOTE
We are filing this Amendment No. 1 on Form 10-K/A to our Annual Report on Form 10-K for the fiscal year ended December 31, 2009, filed with the Securities and Exchange Commission on February 22, 2010 (the “Original 10-K”), solely for the purpose of correcting and re-filing the officer’s certifications contained in Exhibits 31.1 and 31.2 to include introductory language in paragraph 4 as well as paragraph 4(b) referring to internal control over financial reporting. Each certification was true and correct as of the date of the filing of the Original 10-K.
Except as described above, this Amendment No. 1 does not amend any other information set forth in the Original 10-K, and the Company has not updated disclosures included therein to reflect any events that occurred subsequent to February 22, 2010. Accordingly, this Amendment No. 1 should be read in conjunction with the Original 10-K and the Company’s filings made with the Securities and Exchange Commission subsequent to the filing of the Original 10-K.
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 on the 29th day of September 2010.
IPC THE HOSPITALIST COMPANY, INC. (Registrant) | ||
By: | /S/ ADAM D. SINGER, M.D. | |
Adam D. Singer, M.D. | ||
Chief Executive Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on September 29, 2010.
Signature | Title | |
/S/ ADAM D. SINGER, M.D. Adam D. Singer, M.D. | Chief Executive Officer, Chairman and Director (Principal Executive Officer) | |
/S/ R. JEFFREY TAYLOR R. Jeffrey Taylor | President, Chief Operating Officer and Director | |
/S/ DEVRA G. SHAPIRO Devra G. Shapiro | Chief Financial Officer (Principal Financial Officer) | |
/S/ FERNANDO J. SARRIA Fernando J. Sarria | Chief Accounting Officer (Principal Accounting Officer) | |
/S/ MARK J. BROOKS Mark J. Brooks | Director | |
/S/ THOMAS P. COOPER, M.D. Thomas P. Cooper, M.D. | Director | |
/S/ FRANCESCO FEDERICO, M.D. Francesco Federico, M.D. | Director | |
/S/ WOODRIN GROSSMAN Woodrin Grossman | Director | |
/S/ PATRICK G. HAYS Patrick G. Hays | Director | |
/S/ C. THOMAS SMITH C. Thomas Smith | Director | |
/S/ CHUCK TIMPE Chuck Timpe | Director |
EXHIBIT INDEX
The following documents are filed as part of this report:
Exhibit Number | Description of Document | |
31.1 | Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes Oxley Act. | |
31.2 | Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes Oxley Act. |