UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO
FORM 10-K
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended June 30, 2008. |
OR
| ¨ | 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 0-28414
UROLOGIX, INC.
(Exact name of registrant as specified in its charter)
| Minnesota | 41-1697237 | |
(State or other jurisdiction of incorporation) | (IRS Employer Identification No.) |
14405 21st Avenue North, Minneapolis, MN 55447
(Address of principal executive offices)
Registrant’s telephone number, including area code: (763) 475-1400
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, $.01 par value and Series A Junior Participating Preferred Stock Purchase Rights
Securities registered pursuant to Section 12(g) of the Act:
None
Name of Exchange on Which Registered:
The NASDAQ Stock Market LLC
Indicate by check mark whether the registrant is a well-known seasoned issuer: Yes ¨ No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act: Yes ¨ 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 ¨
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. x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer.
| Large Accelerated Filer | ¨ | Accelerated Filer | ¨ | |||
| Non-Accelerated Filer | ¨ | Smaller Reporting Company | x | |||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 126-2 of the Act): Yes ¨ No x
The aggregate value of the Company’s Common Stock held by non-affiliates of the Company was approximately $16,402,548 as of the last day of the Company’s most recently completed second fiscal quarter, when the last reported sales price was $1.16.
As of March 1, 2009, the Company had outstanding 14,473,350 shares of Common Stock, $.01 par value.
Description of Amendment No. 1 to Annual Report on Form 10-K for the Year Ended June 30, 2008:
This amendment to the Urologix, Inc. Annual Report on Form 10-K for the Year Ended June 30, 2008 is being filed solely to correct the text of the certifications of the Chief Executive Officer and the certifications of the Controller and Director of Finance under Rule 13a-14(a) filed as Exhibits 31.1 and 31.2. The Exhibits 31.1 and 31.2 originally filed inadvertently omitted reference to Urologix’ internal control over financial reporting.
This amendment to Form 10-K does not reflect events occurring after the filing of the original Form 10-K and, other than the filing of the aforementioned certification, does not modify or update the disclosure in the original Form 10-K in any way.
PART IV
| ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
The following exhibits are filed as part of this Amendment No. 1 to Annual Report:
Exhibit No. | Description | |
| 31.1 | Certifications of Chief Executive Officer (principal executive officer) pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rules 13a-14(a) and 15d-14 of the Exchange Act). | |
| 31.2 | Certifications of Controller and Director of Finance (principal accounting officer) pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rules 13a-14(a) and 15d-14 of the Exchange Act). | |
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 No. 1 to Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: March 12, 2009
| UROLOGIX, INC. | ||
| By: | /s/ Stryker Warren, Jr. | |
Stryker Warren, Jr., Chief Executive Officer (principal executive officer) | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this Amendment No. 1 to Form 10-K has been signed below on behalf of the registrant by the following persons in the capacities indicated on March 12, 2009.
Signature | Title | |||
/s/ Stryker Warren, Jr. | Chief Executive Officer and Director | |||
| Stryker Warren, Jr. | (principal executive officer) | |||
/s/ Rebecca J. Weber | Controller and Director of Finance | |||
| Rebecca J. Weber | (principal financial officer and principal accounting officer) | |||
/s/ Mitchell Dann ** | Director | |||
| Mitchell Dann | ||||
/s/ Sidney W. Emery, Jr. ** | Director | |||
| Sidney W. Emery, Jr. | ||||
/s/ Daniel J. Starks ** | Director | |||
| Daniel J. Starks | ||||
/s/ Guy C. Jackson ** | Director | |||
| Guy C. Jackson | ||||
/s/ William M. Moore ** | Director | |||
| William M. Moore | ||||
| ** By: | /s/ Stryker Warren, Jr. | |
| Stryker Warren, Jr. | ||
| Attorney-In-Fact |
