UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K/A
Amendment No. 2
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[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended: December 31, 2013
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 000-18188
PAULSON CAPITAL CORP. |
(Exact name of registrant as specified in its charter) |
Oregon | 93-0589534 | ||||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
1331 NW Lovejoy Street, Suite 720, |
| ||||
| Portland, Oregon | 97209 | ||||
(Address of principal executive offices) | (Zip Code) | ||||
Registrant’s telephone number, including area code:(503) 243-6000 |
Securities Registered pursuant to Section 12(b) of the Act: | |||||
Title of each class | Name of each exchange on which registered | ||||
Common Stock | NASDAQ Capital 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: [ ]
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 (§ 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). 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 any amendment to 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.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] (Do not check if a smaller reporting company) Smaller reporting company [ X]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was $1,523,496, computed by reference to the last sales price ($0.77) as reported by the Nasdaq Capital Market, as of the last business day of the Registrant’s most recently completed second fiscal quarter (June 30, 2013).
The number of shares outstanding of the registrant’s common stock as of March 18, 2014 was 6,593,258 shares.
Documents Incorporated by Reference
None
EXPLANATORY NOTE
The purpose of filing this Amendment No. 2 on Form 10K/A (the “Amendment”) to the annual report on Form 10-K/A of Paulson Capital Corp (the “Company”) for the year ended December 31, 2013 (the “Form 10-K”), filed with the Securities and Exchange Commission on June 17, 2014 (the “Original Filing Date”), is solely to furnish Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T. Exhibit 101, which was intended to be furnished with the Form 10-K, was determined to contain validation errors, which resulted in such exhibit not being accepted with the filing of the Form 10-K. This Amendment corrects those validation errors and furnishes Exhibit 101. Exhibit 101 consists of the following materials from our Form 10-K, formatted in XBRL (eXtensible Business Reporting Language):
101.INS | XBRL Instance Document |
101.SCH | XBRL Taxonomy Schema |
101.CAL | XBRL Taxonomy Calculation Linkbase |
101.DEF | XBRL Taxonomy Definition Linkbase |
101.LAB | XBRL Taxonomy Label Linkbase |
101.PRE | XBRL Taxonomy Presentation Linkbase |
This Amendment speaks as of the Original Filing Date, 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 Form 10-K. No other changes have been made to the Form 10-K.
Pursuant to Rule 406T of Regulation S-T, the interactive data files attached as 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, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
Pursuant to Rule 12b-15under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the certifications required pursuant to the rules promulgated under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which were included as exhibits to the Original Report, have been amended, restated and re-executedas of the date of this Amendment and are included as Exhibits 31.1, 31.2, 32.1, and 32.2 hereto.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Exhibits
The following exhibits are filed herewith and this list is intended to constitute the exhibit index. Exhibit numbers marked with an asterisk (*) represent management or compensatory arrangements.
Number |
| Description | |
2.1 | Asset Purchase Agreement dated April 10, 2012 by and between JHS Capital Advisors, LLC, Paulson Investment Company, Inc. and Paulson Capital Corp. (incorporated by reference to Exhibit 2.1 to Form 10-Q for the quarter ended June 30, 2012). | ||
3.1 |
| Articles of Incorporation (incorporated by reference to Exhibit 3.1 to our Registration Statement on Form 10 filed with the Securities and Exchange Commission on December 18, 1989). | |
3.2 |
| Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to Form 8-K filed December 18, 2007). | |
3.3 | Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to Form 8-K/A filed August 29, 2013). | ||
3.4 | Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock (incorporated by reference to Exhibit 3.2 to Form 8-K/A filed August 29, 2013). | ||
10.1 |
| Office Lease renewal for the period from June 1, 1997 to May 31, 2001, dated as of May 6, 1997 (incorporated by reference to Exhibit 10.4 to Form 10-QSB for the quarter ended June 30, 1997). | |
10.2 |
| Amendment 1 to Office Lease dated as of May 6, 1997 (incorporated by reference to Exhibit 10.5 to Form 10-KSB for the year ended December 31, 2001). | |
10.3 | Amendment 2 to Office Lease dated as of May 6, 1997 (incorporated by reference to Exhibit 10.3 to Form 10-K for the year ended December 31, 2008). | ||
10.4 | Amendment 3, dated September 21, 2010, to Office Lease dated as of May 6, 1997 (incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended September 30, 2010). | ||
10.5 | Lease between Teachers Insurance and Annuity Association of America and Paulson Investment Company, Inc. dated July 28, 2010 (incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended June 30, 2010). | ||
10.6* |
| 1999 Stock Option Plan (incorporated by reference to Exhibit 10.5 to Form 10-KSB for the year ended December 31, 1999). | |
10.7* | Form of Incentive Stock Option Agreement for July 2009 stock option grants pursuant to the Paulson Capital Corporation 1999 Stock Option Plan. (incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended September 30, 2009). | ||
10.8* | Form of Non-Qualified Stock Option Agreement for July 2009 stock option grants pursuant to the Paulson Capital Corporation 1999 Stock Option Plan. (incorporated by reference to Exhibit 10.2 to Form 10-Q for the quarter ended September 30, 2009). | ||
10.9 | Fully Disclosed Clearing Agreement between RBC Dain Correspondent Services and Paulson Investment Company, Inc. (incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended June 30, 2006). | ||
10.10 | Amendment, dated October 3, 2008, to Fully Disclosed Clearing Agreement between RBC Dain Correspondent Services and Paulson Investment Company, Inc. (incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended March 31, 2010). | ||
10.11 | Amendment, dated February 12, 2010, to Fully Disclosed Clearing Agreement between RBC Dain Correspondent Services and Paulson Investment Company, Inc. (incorporated by reference to Exhibit 10.2 to Form 10-Q for the quarter ended March 31, 2010). | ||
10.12 | Lease between Hamilton Marin, LLC and Paulson Investment Company, Inc. dated September 20, 2013 (incorporated by reference to Exhibit 10.12 to Form 10-K for the year ended December 31, 2013). | ||
10.13 | Subscription Agreement (incorporated by reference to Exhibit 10.1 to Form 8-K/A filed August 29, 2013). | ||
10.14 | Class A Warrant (incorporated by reference to Exhibit 10.2 to Form 8-K/A filed August 29, 2013). | ||
10.15 | Class B Warrant (incorporated by reference to Exhibit 10.3 to Form 8-K/A filed August 29, 2013). | ||
10.16 | Escrow Agreement (incorporated by reference to Exhibit 10.4 to Form 8-K/A filed August 29, 2013). | ||
10.17 | Interest Preservation Letter Agreement (incorporated by reference to Exhibit 10.5 to Form 8-K/A filed August 29, 2013). | ||
10.18 | Indemnification Agreement (incorporated by reference to Exhibit 10.6 to Form 8-K/A filed August 29, 2013). | ||
10.19* | 2013 Equity Incentive Plan (incorporated by reference to Appendix E to Definitive Proxy Statement on Schedule 14A filed October 18, 2013) | ||
21 |
| Subsidiaries of Paulson Capital Corp. (incorporated by reference to Exhibit 21 to Form 10-K for the year ended December 31, 2008). | |
23.1 |
| Consent of Peterson Sullivan LLP | |
31.1** |
| Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934. | |
31.2** |
| Certification of Principal Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934. | |
32.1** |
| Certification of Principal Executive Officer pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350. | |
32.2** |
| Certification of Principal Financial Officer pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350. | |
101.INS | XBRL Instance | ||
101.SCH | XBRL Taxonomy Extension Schema | ||
101.CAL | XBRL Taxonomy Extension Calculation | ||
101.DEF | XBRL Taxonomy Extension Definition | ||
101.LAB | XBRL Taxonomy Extension Labels | ||
101.PRE | XBRL Taxonomy Extension Presentation | ||
**Filed herewith
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Paulson Capital Corp. has duly caused this amended report to be signed on its behalf by the undersigned, thereunto duly authorized on June 17, 2014:
| PAULSON CAPITAL CORP. |
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| (Registrant) |
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| By | /s/ Trent D. Davis |
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| Trent D. Davis |
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| President |
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| (Principal Executive Officer) |
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Pursuant to the requirements of the Securities Exchange Act of 1934, this amended report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on June 17, 2014.
SIGNATURE |
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| President, Director |
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/s/ Trent D. Davis |
| (Principal Executive Officer) |
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Trent D. Davis |
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/s/ Murray G. Smith |
| Chief Financial Officer |
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Murray G. Smith |
| (Principal Financial Officer) |
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/s/ Paul F. Shoen |
| Chairman of the Board, Director |
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Paul F. Shoen |
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/s/ Charles L.F. Paulson |
| Director |
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Charles L.F. Paulson |
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| /s/ Shannon P. Pratt | Director | ||
Shannon P. Pratt | |||
| /s/ Alan P. Timmins | Director | ||
Alan P. Timmins |
