UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
ANNUAL REPORT PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For The Fiscal Year Ended June 27, 2003
Commission File Number: 0-28562
VERILINK CORPORATION
(Exact name of registrant as specified in its charter)
Delaware |
| 94-2857548 |
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(State or other jurisdiction of incorporation or organization) |
| (IRS Employer Identification No.) |
127 Jetplex Circle, Madison, Alabama 35758-8989
(Address of principal executive offices)
(256) 327-2001
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
Series A Junior Participating Preferred Stock Purchase Rights
(Title of class)
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 is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendments to this Form 10-K. o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).
Yes o | No x |
The aggregate market value of the common equity held by non-affiliates of the Registrant, based on the closing sale price of the Common Stock on December 27, 2002, as reported by the Nasdaq SmallCap Market was $12,725,553. Shares of Common Stock held by each officer and director and by each person believed by the Company to own 5% or more of the outstanding Common Stock have been excluded from this computation in that such persons may be deemed to be affiliates. This determination of affiliate status is not a conclusive determination for other purposes.
As of August 29, 2003, the registrant had outstanding 14,699,974 shares of Common Stock.
EXPLANATORY NOTE
Verilink Corporation (the “Company”) is filing this Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended June 27, 2003 for the sole purpose of amending and restating Part II, Item 9A to clarify the disclosure regarding controls and procedures. Except for the information set forth in this Amendment No. 1, no other information included in the Company’s original Annual Report on Form 10-K for the fiscal year ended June 27, 2003 is hereby updated or amended.
PART II
Item 9A. Controls and Procedures.
The Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Rule 13a-15 of the Exchange Act as of the end of the period covered by this report. Based upon that evaluation, (a) the Company’s Chief Executive Officer and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this report, and (b) no changes in the Company’s internal control over financial reporting were identified as having occurred during the quarter ended June 27, 2003 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
SIGNATURES
Pursuant to the requirements 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.
| VERILINK CORPORATION | |
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April 22, 2004 | By: |
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| C. W. Smith |
INDEX TO EXHIBITS
31.1 | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934. |
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31.2 | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934. |
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