UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K/A
AMENDMENT NO. 1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
X
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2009
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.000-28238
GUARDIAN TECHNOLOGIES INTERNATIONAL, INC.
(Exact Name of Registrant As Specified In Its Charter)
Delaware |
| 54-1521616 |
(State Or Other Jurisdiction Of |
| (I.R.S. Employer Identification No.) |
516 Herndon Parkway, Suite A, Herndon, Virginia 20170
(Address of Principal Executive Offices and Zip Code)
Registrant’s Telephone Number, Including Area Code:(703) 464-5495
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 par value per share
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ___ No ü
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.
Yes ___ No ü
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 ü No ___
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ___ 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 definition 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 [ ] Smaller Reporting Company [ü]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes __ No ü
The aggregate market value of the voting common equity held by non-affiliates based upon the average of bid and asked prices for the Common Stock on June 30, 2009, the last business day of the registrant’s most recently completed second fiscal quarter as quoted on the OTC Bulletin Board was approximately $12,544,655.
The number of shares outstanding of the registrant’s common stock, as of March 29, 2010, was 63,696,027.
DOCUMENTS INCORPORATED BY REFERENCE
None.
EXPLANATORY NOTE
The undersigned Registrant hereby amends Item 15 of Part IV of the Registrant’s annual report on Form 10-K for the year ended December 31, 2009, for the sole purpose of filing Exhibit 23.1, Independent Auditors Consent. We are not amending any other item of this report.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
FINANCIAL STATEMENTS
The financial statements of the Company for the fiscal years covered by this Annual Report are located on page 102 of the Registrant’s Annual Report on Form 10-K, filed April 2, 2010.
(a) The following financial statements and those financial statement schedules required by Part IV, Item 15 hereof are filed as part of this report:
1. Financial Statements
Report of Independent Registered Public Accounting Firm,
Consolidated Balance Sheets as of December 31, 2009 and 2008,
Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended December 31, 2009, and 2008,
Consolidated Statements of Stockholders’ Equity (Deficit) and Comprehensive Income (Loss) for the years ended December 31, 2009, and 2008,
Consolidated Statements of Cash Flows for the years ended December 31, 2009, and 2008,
Notes to Consolidated Financial Statements.
2. Financial Statement Schedules:
The financial statements are set forth under Part IV, Item 15 of the Registrant’s Annual Report on Form 10-K, filed April 2, 2010. Financial statement schedules have been omitted since they are not required, not applicable, or the information is otherwise included.
(b) The following exhibits are filed as part of this Annual Report on Form 10-K/A1:
EXHIBITS
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| Incorporated by Reference From |
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Exhibit No. | Exhibit Description | Form | Filing Date | Filed Herewith | |
2.1 | Amended and Restated Agreement and Plan of Reorganization dated effective June 12, 2003, by and among the Company, RJL Marketing Services, Inc., and the shareholders of RJL Marketing Services, Inc. | 8-K | 06/27/2003 |
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3.1 | Certificate of Incorporation | 10-KSB | 04/15/2004 |
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3.2 | Articles of Amendment to Certificate of Incorporation | 10-KSB | 04/15/2004 |
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3.3 | Certificate of Designation of Rights and Preferences of Series A Convertible Preferred Stock. | 10-QSB | 08/15/2003 |
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3.4 | Certificate of Designation, Preferences and Rights of Series B Convertible Preferred Stock. | 10-QSB | 08/15/2003 |
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3.5 | Certificate of Designations, Preferences and Rights of Series C Convertible Preferred Stock, dated September 24, 2003. | 10-QSB | 11/14/2003 |
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3.6 | Certificate of Amendment to Certificate of Designation of Preferences and Rights of Series B Convertible Preferred Stock, dated October 27, 2003. | 10-QSB | 11/14/2003 |
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3.7 | Certificate of Amendment to Certificate of Designations of Rights and Preferences of Series A Convertible Preferred Stock, dated November 24, 2004 | 10-KSB | 5/15/2005 |
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3.8 | By-Laws | 10-KSB | 4/15/2004 |
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4.1 | Form of Common Stock Certificate | SB-2 | 3/22/1996 |
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10.1 | Employment Agreement, dated August 18, 2003, between the Registrant and William J. Donovan. | 10-QSB | 11/14/2003 |
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10.2 | Asset Purchase Agreement, dated October 23, 2003, between the Registrant, Difference Engines Corporation and Certain Stockholders. | 10-QSB | 11/14/2003 |
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10.3 | Amended And Restated 2003 Stock Incentive Plan. | 10-KSB | 04/15/2004 |
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10.4 | Amended Employment Agreement, dated December 10, 2004, between the Registrant and Michael W. Trudnak. | 8-K | 12/20/2004 |
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10.5 | Placement Agreement, dated January 26, 2005 between the Registrant and Berthel Fisher & Company Financial Services, Inc. | 8-K | 2/02/2005 |
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10.6 | Form of Incentive Stock Option Award Agreement. | 10-Q | 8/12/2005 |
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10.7 | Form of Non-Qualified Stock Option Award Agreement. | 10-Q | 8/12/2005 |
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10.8 | Form of Systems Implementation Agreement. | 10-Q | 11/14/2005 |
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10.9 | Employment Agreement, dated December 21, 2005, between the Registrant and Mr. Gregory E. Hare | 8-K | 1/31/2006 |
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10.10 | Loan Agreement, dated April 21, 2006, by and between the Registrant and Mr. Michael W. Trudnak. | 8-K/A | 5/25/2006 |
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10.11 | Consulting Agreement, dated January 1, 2006, by and between Registrant and Redwood Consultants LLC. | 10-Q | 8/11/2006 |
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10.12 | Agreement, dated July 6, 2006, by and between Registrant and The Research Works, LLC | 10-Q | 8/11/2006 |
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10.13 | Reseller Agreement, dated July 25, 2006, by and between Registrant and Logos Imaging, LLC. | 10-Q | 8/11/2006 |
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10.14 | Securities Purchase Agreement, dated November 3, 2006, by and among Registrant and Certain purchasers. | 8-K | 11/8/2006 |
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10.15 | Form of Series A 10% Senior Convertible Debenture, due November 8, 2008. | 8-K | 11/8/2006 |
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10.16 | Form of Registration Rights Agreement by and among Registrant and Certain Purchasers. | 8-K | 11/8/2006 |
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10.17 | Form of Series D Common Stock Purchase Warrant Issued to Certain Purchasers. | 8-K | 11/8/2006 |
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10.18 | Placement Agent Agreement, dated July 14, 2006, by and between Registrant and Midtown Partners & Co., LLC. | 8-K | 11/8/2006 |
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10.19 | Form of Placement Agent’s Warrant issued to Midtown Partners & Co., LLC and its designees | 8-K | 11/8/2006 |
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10.20 | Distribution Agreement, dated August 20, 2006, by and between Registrant and MTS Delft. | 10-Q | 11/14/2006 |
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10.21 | Distribution Agreement, dated August 20, 2006, by and between Registrant and Calyx (UK) Limited. | 10-Q | 11/14/2006 |
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10.22 | Amendment Agreement, dated October 21, 2006, by and between Registrant and Mr. Michael W. Trudnak. | 10-Q | 11/14/2006 |
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10.23 | Amendment Agreement, dated November 10, 2006, by and between Registrant and Mr. Michael W. Trudnak. | 10-Q | 11/14/2006 |
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10.24 | Collaboration Agreement, dated March 23, 2007, by and between Registrant and Confirma, Inc. | 10-Q | 5/18/2007 |
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10.25 | Public and Investor Relations Agreement, dated May 8, 2007, by and between Registrant and Trilogy Capital Partners, Inc. | 10-Q | 8/17/2007 |
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10.26 | Software License Agreement, dated June 26, 2007, by and between Registrant and NAST. | 10-Q | 8/17/2007 |
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10.27 | Consultant Agreement, dated July 19, 2007, by and between Registrant and Medical Image Informatics. | 10-Q | 8/17/2007 |
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10.28 | Securities Purchase Agreement, dated August 6, 2007, by and among Registrant and Certain purchasers. | 8-K | 8/7/2007 |
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10.29 | Form of Series F and G Common Stock Purchase Warrant Issued to Certain Purchasers. | 8-K | 8/7/2007 |
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10.30 | Form of Non-Qualified Stock Option Award Agreement Issued to Certain Executive Officers Related to Continued Deferral of Salary | 10-Q | 11/13/2007 |
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10.31 | Strategic Alliance and Joint Development Agreement, dated October 16, 2007, by and between Registrant and with Control Screening, LLC, d/b/a AutoClear. | 10-K | 4/16/2008 |
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10.32 | Marketing License Agreement, dated November 1, 2007, by and between Registrant and EGC Informatics, Inc., d/b/a International Threat Detection Systems (“ITDS”). | 10-K | 4/16/2008 |
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10.33 | Consulting Agreement, dated July 19, 2008, by and between Registrant and BND Software. | 8-K | 7/22/2008 |
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10.34 | 2009 Stock Compensation Plan, Adopted June 4, 2009 | 8-K | 6/22/2009 |
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10.35 | Form of Non-Qualified Stock Option Award Agreement, 2009 Stock Compensation Plan | 8-K | 6/22/2009 |
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10.36 | Form of Restricted Stock Award Agreement, 2009 Stock Compensation Plan | 8-K | 6/22/2009 |
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10.37 | Form of Restricted Stock Rights Agreement, 2009 Stock Compensation Plan | 8-K | 6/22/2009 |
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10.38 | Amended Policy Independent Director Compensation, effective July 1, 2009 | 8-K | 6/25/2009 |
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10.39 | Form of Independent Director Non-Qualified Stock Option Award Agreement | 8-K | 6/25/2009 |
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10.40 | 2009 Stock Compensation Plan, amended and effective July 24, 2009 | 8-K | 8/4/2009 |
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10.41 | Placement Agent Agreement, dated July 20, 2009, by and between Registrant and Grant Bettingen, Inc. | 8-K | 8/4/2009 |
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10.42 | Convertible Promissory Note, six month term | 8-K | 8/4/2009 |
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14.1 | Code of Ethics for Chief Executive Officer and Senior Financial Officers | 10-KSB | 4/15/2004 |
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21 | List of Subsidiaries. | 10-K | 4/2/2010 |
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23.1 | Consent of KBL, LLP |
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| X | |
31.1 | Certification Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (CEO) |
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| X | |
31.2 | Certification Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (CFO) |
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| X | |
32.1 | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (CEO) |
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| X | |
32.2 | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (CFO) |
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| X | |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Amended Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| GUARDIAN TECHNOLOGIES INTERNATIONAL, INC. |
| By: /s/ Michael W. Trudnak Michael W. Trudnak Chief Executive Officer (Principal Executive Officer) |
| By: /s/ Gregory E. Hare Gregory E. Hare Chief Financial Officer (Principal Financial and Accounting Officer) |
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 and on the dates indicated.
Signature | Title | Date |
/s/ Michael W. Trudnak Michael W. Trudnak | Chairman of the Board, Chief Executive Officer and Secretary, Director (Principal Executive Officer) | April 9, 2010 |
/s/ William J. Donovan William J. Donovan | President and Chief Operating Officer, Director | April 9, 2010 |
/s/ Gregory E. Hare Gregory E. Hare | Chief Financial Officer (Principal Financial and Accounting Officer) | April 9, 2010 |
/s/ Henry A. Grandizio Henry A. Grandizio | Director | April 9, 2010 |
/s/ Sean W. Kennedy Sean W. Kennedy | Director | April 8, 2010 |
/s/ Charles T. Nash Charles T. Nash | Director | April 9, 2010 |
