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 September 2, 2005
OR
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from__________________________to _______________________
Commission file No. 0-11003
WEGENER CORPORATION
(Exact name of registrant as specified in its charter)
| | | |
Delaware | | 81-0371341 |
| (State of incorporation) | | (I.R.S. Employer Identification No.) |
| | | |
11350 Technology Circle, Duluth, Georgia | | 30097-1502 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (770) 623-0096
Registrant’s Web site: http://www.wegener .com
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes o Nox
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.
Yes o 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 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. x
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).
Yes o Nox
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes o Nox
As of March 4, 2005 (the last business day of the registrant’s most recently completed second fiscal quarter), the aggregate market value of the Common Stock held by non-affiliates was $18,894,898 based on the last sale price of the Common Stock as quoted on the NASDAQ Small-Cap Market on such date. (The officers and directors of the registrant, and owners of over 10% of the registrant’s common stock, are considered affiliates for purposes of this calculation.)
As of November 15, 2005, 12,579,051 shares of registrant’s Common Stock were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive Proxy Statement pertaining to the January 31, 2006 Annual Meeting of Stockholders, only to the extent expressly so stated herein, are incorporated herein by reference into Part III.
EXPLANATORY NOTE
We are filing this amendment to our Annual Report on Form 10-K for our fiscal year ended September 2, 2005 to include the following items:
We amend the aggregate market value, as of March 4, 2005 (the last business day of the registrant’s most recently completed second fiscal quarter), of the Common Stock held by non-affiliates as stated on the cover page of this Form 10-K.
Exhibit 10.2, Wegener Communications, Inc. 401(k) Profit Sharing Plan and Trust dated June 3, 2003.
Exhibit 10.7, Executive Compensation.
Except as described above, no other changes have been made to the original Annual Report on Form10-K for our fiscal year ended September 2, 2005, filed December 1, 2005.
Table of Contents
PART IV
| Item 15. | Exhibits and Financial Statement Schedules | 1 |
| | | |
| | Signatures | 2 |
EXHIBIT INDEX
| Exhibit Number | | Description of Document |
| | | |
| 10.2 | | Wegener Communications, Inc. 401(k) Profit Sharing Plan and Trust dated June 3, 2003. |
| | | |
| 10.7 | | Description of Executive Compensation. |
| | | |
| 31.1 | | Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| | | |
| 31.2 | | Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| | | |
| 32.1 | | Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| | | |
| 32.2 | | Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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.
| | | |
| | | |
| | WEGENER CORPORATION |
|
|
|
| Date: January 10, 2006 | By: | /s/ Robert A. Placek |
| |
Robert A. Placek |
| | President |
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 this 10h day of January 2006.
| Signature | | Title |
| | | |
| /s/ Robert A. Placek | | President, Chief Executive Officer and Chairman of the Board, |
| Robert A. Placek | | Director (Principal Executive Officer) |
| | | |
| /s/ C. Troy Woodbury, Jr. | | Treasurer and Chief Financial Officer, Director |
| C. Troy Woodbury, Jr. | | (Principal Financial and Accounting Officer) |
| | | |
| /s/ Ned L. Mountain | | Director, President and Chief Operating Officer of Wegener |
| Ned L. Mountain | | Communications, Inc. |
| | | |
| /s/ Phylis Eagle-Oldson | | Director |
| Phylis Eagle-Oldson | | |
| | | |
| /s/ Joe K. Parks | | Director |
| Joe K. Parks | | |
| | | |
| /s/ Thomas G. Elliot | | Director |
| Thomas G. Elliot | | |
| | | |
| /s/ Wendell H. Bailey | | Director |
| Wendell H. Bailey | | |
