UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2003
Commission file number 0-22920
Numerex Corp.
Pennsylvania | 11-2948749 | |
(State of Incorporation) | (I.R.S. Employer Identification No.) | |
1600 Parkwood Circle, Suite 200, Atlanta, Georgia | 30339-2119 | |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (770) 693-5950
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: | Class A Common Stock, no par value | |
(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:
Yesx Noo
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 amendment to this Form 10-K.o
Indicate by check mark whether the registration is an accelerated filer (as defined in Exchange Act Rule 12b-2).
Yeso Nox
The aggregate market value of voting and non-voting stock held by non-affiliates of the Registrant as of June 30, 2003 is $21,081,0621
The number of shares outstanding of the issuer’s Class A Common Stock, no par value as of March 4, 2004 is 10,791,986
1 | The aggregate dollar amount of the voting stock set forth equals the number of shares of the Company’s Common Stock outstanding, reduced by the amount of Common Stock held by officers, directors and shareholders owning 10% or more of the Company’s Common Stock, multiplied by $2.84, the last reported sale price for the Company’s Common Stock on June 30, 2003. The information provided shall in no way be construed as an admission that any officer, director or 10% shareholder in the Company may be deemed an affiliate of the Company or that such person is the beneficial owner of the shares reported as being held by him, and any such inference is hereby disclaimed. The information provided herein is included solely for record keeping purposes of the Securities and Exchange Commission. |
EXPLANATORY NOTE:
The Registrant is filing this Amendment No. 1 to its Form 10-K for the fiscal year ended December 31, 2003 to correct the “accelerated filer” designation on the cover page.
As of June 30, 2002, the aggregate market value of voting and non-voting stock held by non-affiliates was $66,569,894 not $96,335,983, as previously reported. As of June 30, 2003, the aggregate market value of voting and non-voting stock held by non-affiliates was $21,081,062 not $ 30,629,000 as previously reported. Accordingly, the Registrant is not an “accelerated filer” as defined by Exchange Act Rule 12b-2.
No other information contained in the original filing is amended hereby. This amendment does not reflect events occurring after the filing of the original Form 10-K, or modify or update other disclosures therein in any way other than as required to correct the designation on the cover page
Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
(a) | List of Exhibits filed pursuant to Item 601 of Regulation S-K. |
The following exhibits are being filed herewith:
31.1 Rule 13a-14(a) Certification of Chief Executive Officer
31.2 Rule 13a-14(a) Certification of Chief Financial Officer
32.1 Rule 13a-14(b) Certification of Chief Executive Officer
32.2 Rule 13a-14(b) Certification of Chief Financial Officer
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment to its Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.
NUMEREX CORP. | ||||
Date: March 30, 2004 | By: /s/Stratton J. Nicolaides |
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