| UNITED STATES |
| SECURITIES AND EXCHANGE COMMISSION |
| Washington DC 20549 |
| FORM 10-K/A |
| (Mark One) | ||
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF | |
| THE SECURITIES EXCHANGE ACT OF 1934 | ||
| For the fiscal year ended May 31, 2012 | ||
| OR | ||
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF | |
| THE SECURITIES EXCHANGE ACT OF 1934 | ||
| For the transition period from _____ to ____ |
| ELECTRO RENT CORPORATION |
| (Exact Name of Registrant as Specified in Its Charter) |
CALIFORNIA (State or Other Jurisdiction of Incorporation or Organization) | 95-2412961 (I.R.S. Employer Identification No.) |
6060 Sepulveda Boulevard Van Nuys, California 91411-2512 (Address of Principal Executive Offices and Zip Code) |
(818) 786-2525 (Registrant's telephone number, including area code) |
Securities registered pursuant to Section 12(b) of the Act:
| |
Title of Each Class Common Stock without par value | Name of Each Exchange on Which Registered The NASDAQ Stock Market LLC |
| 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¨ Nox
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¨Nox
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. Yesx 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). Yesx No¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) 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.¨
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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 Filerx 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¨ Nox
The aggregate market value of the registrant's stock held by non-affiliates of the registrant as of November 30, 2011, was $309,305,540.
Number of shares of the registrant’s common stock outstanding as of August 10, 2012: 23,995,626.
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Explanatory Note
The sole purpose of this Amendment to Electro Rent Corporation’s Annual Report on Form 10-K (the “Form 10-K”) for the fiscal year ended May 31, 2012, as filed with the Securities and Exchange Commission (the “Commission”) on August 13, 2012, is to amend the exhibit table in Part IV, Item 15 of the Form 10-K in response to comments received from the Staff of the Commission regarding filing exhibit 10.24 as an exhibit to the Form 10-K. This Amendment to the Form 10-K amends and restates the exhibit index included in Part IV, Item 15 of the Form 10-K to include exhibit 10.24. No other changes have been made to the Form 10-K. This Amendment to the Form 10-K does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-K, except as noted above.
Item 15. Exhibits and Financial Statement Schedules.
(b)Exhibits.
Exhibit No. | Description of Document | Incorporation by Reference |
| 3.1 | Restated Articles of Incorporation, filed October 3, 1984 | Incorporated by reference from Registrant’s Annual Report on Form 10-K for the fiscal year ended May 31, 2009. |
| 3.2 | Certificate of Amendment of Restated Articles of Incorporation, filed October 24, 1988 | Incorporated by reference from Registrant’s Annual Report on Form 10-K for the fiscal year ended May 31, 2009. |
| 3.3 | Certificate of Amendment of Restated Articles of Incorporation, filed October 15, 1997 | Incorporated by reference from Registrant's Annual Report on Form 10-K for the fiscal year ended May 31, 1998. |
| 3.4 | Bylaws of Registrant, adopted February 6, 1979 | Incorporated by reference from Registrant’s Annual Report on Form 10-K for the fiscal year ended May 31, 2009. |
| 3.5 | Amendment of Bylaws of Registrant, adopted October 6, 1994 | Incorporated by reference from Registrant's Annual Report on Form 10-K for the fiscal year ended May 31, 1995. |
| 3.6 | Amendment of Bylaws of Registrant, adopted November 15, 1996 | Incorporated by reference from Registrant's Annual Report on Form 10-K for the fiscal year ended May 31, 1997. |
| 3.7 | Amendment of Bylaws of Registrant, adopted July 11, 2002 | Incorporated by reference from Registrant’s Annual Report on Form 10-K for the fiscal year ended May 31, 2009. |
| 4.1 | Form of Common Stock Certificate | Incorporated by reference from Registrant’s Annual Report on Form 10-K for the fiscal year ended May 31, 2009. |
| 10.1* | Electro Rent Corporation Supplemental Executive Retirement Plan | Incorporated by reference from Registrant’s Annual Report on Form 10-K for the fiscal year ended May 31, 2009. |
| 10.2* | Executive Employment Agreement (Amended and Restated as of July 15, 1992) between Registrant and Daniel Greenberg | Incorporated by reference from Registrant’s Annual Report on Form 10-K for the fiscal year ended May 31, 2009. |
| 10.3* | Amendment No. 1 to Executive Employment Agreement (Amended and Restated as of July 15, 1992) between Registrant and Daniel Greenberg, dated October 12, 2001 | Incorporated by reference from Registrant’s Annual Report on Form 10-K for the fiscal year ended May 31, 2003. |
| 10.4* | Employment Agreement between Registrant and Steven Markheim, dated as of October 31, 2005 | Incorporated by reference from Registrant's Current Report on Form 8-K filed November 1, 2005. |
| 10.5* | Employment Agreement between Registrant and Craig R. Jones, dated as of October 31, 2005 | Incorporated by reference from Registrant's Current Report on Form 8-K filed November 1, 2005. |
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Exhibit No. | Description of Document | Incorporation by Reference |
| 10.6* | 1996 Stock Option Plan | Incorporated by reference from Registrant's Annual Report on Form 10-K for the fiscal year ended May 31, 1996. |
| 10.7* | Form of Stock Option Agreement (Incentive Stock Option) (1996 Plan) | Incorporated by reference from Registrant's Annual Report on Form 10-K for the fiscal year ended May 31, 1996. |
| 10.8* | Form of Stock Option Agreement (Nonstatutory Stock Option) (1996 Plan) | Incorporated by reference from Registrant's Annual Report on Form 10-K for the fiscal year ended May 31, 1996. |
| 10.9* | Amendment Number One to 1996 Stock Option Plan, adopted November 1, 1996 | Incorporated by reference from Registrant's Registration Statement on Form S-8 filed December 5, 1996 (Registration No. 333-17295). |
| 10.10* | Amendment No. 1 to 1996 Stock Option Plan, 1996 Director Option Plan, and 2002 Employee Stock Option Plan | Incorporated by reference from Registrant’s Proxy Statement on Form DEF 14A filed December 2, 2003. |
| 10.11* | 2005 Equity Incentive Plan | Incorporated by reference from Registrant's Registration Statement on Form S-8 filed December 20, 2005 (File No. 333-130487). |
| 10.12* | Form of 2005 Stock Option Agreement | Incorporated by reference from Registrant's Registration Statement on Form S-8 filed December 20, 2005 (File No. 333-130487). |
| 10.13* | Form of Stock Unit Award Agreement (Employee) | Incorporated by reference from Registrant's Current Report on Form 8-K filed July 21, 2009. |
| 10.14* | Form of Stock Unit Award Agreement (Director) | Incorporated by reference from Registrant’s Annual Report on Form 10-K for the fiscal year ended May 31, 2009. |
| 10.15* | Form of Indemnification Agreement | Incorporated by reference from Registrant’s Annual Report on Form 10-K for the fiscal year ended May 31, 2009. |
| 10.16 | Commercial Credit Agreement dated as of September 29, 2008 between Electro Rent Corporation (the “Company”) and Union Bank of California, N.A. | Incorporated by reference from Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended February 28, 2010. |
| 10.17 | First Amendment to Commercial Credit Agreement dated as of March 4, 2009 between the Company and Union Bank of California, N.A | Incorporated by reference from Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended February 28, 2010. |
| 10.18 | Second Amendment to Commercial Credit Agreement dated as of September 16, 2009 between the Company and Union Bank of California, N.A. | Incorporated by reference from Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended February 28, 2010. |
| 10.19 | Third Amendment to Commercial Credit Agreement dated as of September 22, 2010 between the Company and Union Bank of California, N.A. | Incorporated by reference from Registrant’s Annual Report on Form 10-K for the year ended May 31, 2012. |
| 10.20 | Asset Purchase Agreement between Registrant and Telogy, LLC dated as of March 16, 2010 | Incorporated by reference from Registrant’s Current Report on Form 8-K filed March 22, 2010. |
| 10.21 | Agreement between the Company and UBS regarding Auction Rate Securities | Incorporated by reference from Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended February 28, 2010. |
| 10.22 | Fourth amendment to Commercial Credit Agreement dated as of September 28, 2011 between the Company and Union Bank of California, N.A. | Incorporated by reference from Registrant’s Current Report on Form 8-K filed September 30, 2011. |
| 10.23 | Fifth amendment to Commercial Credit Agreement dated as of February 3, 2012 between the Company and Union Bank of California, N.A. | Incorporated by reference from Registrant’s Current Report on Form 8-K filed February 9, 2012. |
| 10.24# | EMG US Authorized Technology Partner Agreement dated as of December 1, 2009 by and between Electro Rent Corporation and Agilent Technologies, Inc., as amended. | Filed herewith. |
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Exhibit No. | Description of Document | Incorporation by Reference |
| 14 | Code of Business Conduct and Ethics | Incorporated by reference from Registrant’s Annual Report on Form 10-K for the fiscal year ended May 31, 2009. |
| 21 | Subsidiaries of the Registrant. · Genstar Rental Electronics, Inc., a Canadian corporation · ER International, Inc., a Delaware corporation · Electro Rent Asia, Inc., a California corporation · Electro Rent (Tianjin) Rental Co., Ltd., a Chinese wholly foreign-owned enterprise · Electro Rent (Beijing) Technology Rental Co., Ltd., a Chinese wholly foreign-owned enterprise · Electro Rent Europe NV, a Belgium corporation · Electro Rent, LLC, a Delaware limited liability company | |
| 23 | Consent of Deloitte & Touche LLP, the Company’s independent registered public accounting firm | Previously filed with Registrant’s Annual Report on Form 10-K for the year ended May 31, 2012. |
| 31.1 | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer | Filed herewith. |
| 31.2 | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer | Filed herewith. |
| 32.1** | Section 1350 Certification by Principal Executive Officer | Filed herewith. |
| 32.2** | Section 1350 Certification by Chief Financial Officer | Filed herewith. |
| 101.INS*** | XBRL Instance Document. | Incorporated by reference from Registrant’s Annual Report on Form 10-K for the year ended May 31, 2012. |
| 101.SCH*** | XBRL Taxonomy Extension Schema Document. | Incorporated by reference from Registrant’s Annual Report on Form 10-K for the year ended May 31, 2012. |
| 101.CAL*** | XBRL Taxonomy Extension Calculation Linkbase Document. | Incorporated by reference from Registrant’s Annual Report on Form 10-K for the year ended May 31, 2012. |
| 101.DEF*** | XBRL Taxonomy Extension Definition Linkbase Document. | Incorporated by reference from Registrant’s Annual Report on Form 10-K for the year ended May 31, 2012. |
| 101.LAB*** | XBRL Taxonomy Label Linkbase Document. | Incorporated by reference from Registrant’s Annual Report on Form 10-K for the year ended May 31, 2012. |
| 101.PRE*** | XBRL Taxonomy Extension Presentation Linkbase Document. | Incorporated by reference from Registrant’s Annual Report on Form 10-K for the year ended May 31, 2012. |
# The Company has requested confidential treatment for portions of this agreement. Accordingly, certain portions of this agreement have been omitted in the version filed with this report and such confidential portions have been filed with the Securities and Exchange Commission.
* Management contract or compensatory plan or arrangement.
** This certification is being furnished solely to accompany this report pursuant to 18 U.S.C. 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934 and is not to be incorporated by reference into any filing of the registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
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*** Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.
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SIGNATURES
Pursuant to the requirements of Sections 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.
| Electro Rent Corporation | |||
| Dated: February 1, 2013 | By | /s/ Daniel Greenberg | |
| Daniel Greenberg | |||
| Chief Executive Officer and Director | |||
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 and on the dates indicated.
| SIGNATURE | TITLE | DATE |
/s/ Daniel Greenberg Daniel Greenberg | Chairman of the Board and Chief Executive Officer (Principal Executive Officer) | February 1, 2013 |
/s/ Craig R. Jones Craig R. Jones | Chief Financial Officer (Principal Financial and Accounting Officer) | February 1, 2013 |
/s/ Gerald D. Barrone Gerald D. Barrone | Director | February 1, 2013 |
/s/ Nancy Y. Bekavac Nancy Y. Bekavac | Director | February 1, 2013 |
/s/ Karen J. Curtin Karen J. Curtin | Director | February 1, 2013 |
/s/ Theodore E. Guth Theodore E. Guth | Director | February 1, 2013 |
/s/ Joseph J. Kearns Joseph J. Kearns | Director | February 1, 2013 |
/s/ James S. Pignatelli James S. Pignatelli | Director | February 1, 2013 |
