UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 June 30, 2006 |
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 1-9728
Epoch Holding Corporation
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) | 20-1938886 (I.R.S. Employer Identification No.) | |
640 Fifth Avenue, New York, NY, 10019 (Address of principal executive offices), (Zip Code) | ||
Registrant's telephone number, including area code: (212) 303-7200 | ||
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Name of each exchange on which registered | |
| Common Stock, $0.01 Per Share Par Value | NASDAQ Capital Market |
Securities registered pursuant to Section 12(g) of the Act: None.
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 ý No o
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. ý
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.
Large accelerated filer o | Accelerated filer o | Non-accelerated filer ý |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No ý
As of December 31, 2005, the registrant’s most recently completed second fiscal quarter, the aggregate market value of common equity held by nonaffiliates of the registrant was $44,707,521, computed by reference to the closing price of $5.90 on the NASDAQ Capital Market on December 31, 2005.
As of September 22, 2006, there were 19,671,932 shares of the registrant's common stock, $.01 par value per share, issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the following documents are incorporated herein by reference into the Form 10-K as indicated:
Document | Part of Form 10-K into Which Incorporated | |
| Company's Definitive Proxy Statement for the 2006 Annual Meeting of Shareholders | Part III |
EXPLANATORY NOTE
Epoch Holding Corp. is filing this Form 10-K/A solely to include certain exhibits in Part IV, Item 15(c) of this document that were inadvertently omitted during transmission. No other information contained in the Form 10-K is amended by this form 10-K/A.
All information contained in this Amendment is as of the original filing date of the Form 10-K for the fiscal year ended June 30, 2006 and does not reflect any subsequent information or events other than as described above. We are not required to update and have not updated the forward-looking statements previously included in the Form 10-K for events or operations subsequent to September 28, 2006.
PART IV
ITEM15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
(c) Exhibits
| 10.46 | Form of Restricted Stock Award. |
| 10.47 | Office lease between 680 Fifth Avenue Associates, L.P. (Landlord) and JNet Enterprises, Inc. (Tenant) dated May 10, 2000. |
| 10.48 | Office sub-lease between JNet Enterprises, Inc. (Sublandlord) and The Game Show Network (Subtenant) dated December 27, 2001. |
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.
| Dated: September 29, 2006 | EPOCH HOLDING CORPORATION | |
| | (Registrant) | |
| By: | /s/ William W. Priest | |
William W. Priest 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 and on the dates indicated.
| Signature | Title | Date | |
| /s/ Allan R. Tessler | Chairman of the Board | September 29, 2006 | |
| Allan R. Tessler | |||
| /s/ William W. Priest | Chief Executive Officer | September 29, 2006 | |
| William W. Priest | (Principal Executive Officer) | ||
| /s/ Adam Borak | Chief Financial Officer | September 29, 2006 | |
| Adam Borak | (Principal Financial Officer) | ||
| /s/ Enrique R. Arzac | Director | September 29, 2006 | |
| Enrique R. Arzac | |||
| /s/ Jeffrey L. Berenson | Director | September 29, 2006 | |
| Jeffrey L. Berenson | |||
| /s/ Peter A. Flaherty | Director | September 29, 2006 | |
| Peter A. Flaherty | |||
| /s/ Eugene M. Freedman | Director | September 29, 2006 | |
| Eugene M. Freedman | |||
| /s/ David R. Markin | Director | September 29, 2006 | |
| David R. Markin |
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