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, 2012
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 NUMBER 001-35379
LUCID, INC.
(Exact name of registrant as specified in its charter)
| New York | 16-1406957 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
95 Methodist Hill Drive, Suite 500 Rochester, NY | 14623 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code(585) 239-9800
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
| Common Stock, $0.01 Par Value |
| Warrants |
| (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 No x
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 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 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 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 o Accelerated filer o Non-accelerated filer (Do not check if a smaller reporting company) o 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 o No x
The aggregate market value of the voting stock held by non-affiliates of the registrant as of June 30, 2012 (the last business day of the registrant’s most recently completed second fiscal quarter) was approximately $10.9 million. For the sole purpose of making this calculation, the term “non-affiliate” has been interpreted to exclude directors, officers and holders of 10% or more of the Company’s common stock.
As of February 28, 2013, 8,507,374 shares of Registrant’s common stock were outstanding.
Documents incorporated by reference: None
1
EXPLANATORY NOTE
The purpose of this Amendment (the “Amendment”) to our Form 10-K for the Year Ended December 31, 2012 (the “Form 10-K”), as filed with the Securities and Exchange Commission (the “SEC”) on March 29, 2013, is solely to revise Exhibit 31.1 and Exhibit 31.2 certifications originally filed with our Form 10-K to include all of the introductory language of paragraph 4 and the language of paragraph 4(b) as prescribed by Item 601(b)(31) of Regulation S-K.
This Amendment contains only the Cover Page to this Form 10-K/A, this Explanatory Note, Item 15, the Signature Page and Exhibits 31.1 and 31.2. No other changes have been made to the Form 10-K as filed with the SEC on March 29, 2013. This Amendment speaks as of the original filing date of 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.
Accordingly, this Amendment should be read in conjunction with the Form 10-K and our other filings with the SEC.
| 2 |
PART IV
| Item 15. | Exhibits, Financial Statement Schedules |
| Exhibit No. | Description of Document |
| *31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| *31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| * | Filed herewith. |
| 3 |
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 November 8, 2013.
| LUCID, INC. | ||
| By: | /s/ L. Michael Hone | |
| Name: L. Michael Hone | ||
| Title: 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 dates indicated.
| SIGNATURE | TITLE | DATE | ||
| /s/ L. Michael Hone | Chief Executive Officer | |||
| L. Michael Hone | (Principal Executive Officer) | November 8, 2013 | ||
| /s/ Richard J. Pulsifer | Chief Financial Officer | |||
| Richard J. Pulsifer | (Principal Financial and Accounting Officer) | November 8, 2013 | ||
| * | ||||
| William J. Shea | Chairman of the Board of Directors | November 8, 2013 | ||
| * | ||||
| Brian Carty | Director | November 8, 2013 | ||
| * | ||||
| Kevin M. Cronin | Director | November 8, 2013 | ||
| * | ||||
| Rocco Maggiotto | Director | November 8, 2013 | ||
| * | ||||
| Ruben King-Shaw, Jr. | Director | November 8, 2013 | ||
| /s/ Paul S. Stuka | ||||
| Paul S. Stuka | Director | November 8, 2013 |
| *By: | /s/ L. Michael Hone | November 8, 2013 | |||
| Attorney-in-Fact |
| 4 |
EXHIBIT INDEX
| Exhibit No. | Description of Document | |
| *31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| *31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| * | Filed herewith. |
| 5 |
