UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K/A
(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, 2000 | |
| [ ] | 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 0-22718
ZAMBA CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 41-1636021 | |
| (State or Other Jurisdiction of | (I.R.S. Employer | |
| Incorporation or Organization) | Identification No.) |
3033 Excelsior Blvd., Suite 200, Minneapolis, Minnesota 55416
(Address of Principal Executive Offices, including Zip Code)
Registrant's Telephone Number, Including Area Code: (952) 832-9800
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
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. [ ]
The aggregate market value of voting stock held by non-affiliates of the registrant was approximately $45,149,258 based on the closing sale price of the Registrant's Common Stock as reported on the Nasdaq National Market on March 9, 2001.
The number of shares outstanding of the registrant's common stock, as of March 9, 2001, was 32,175,213 shares.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for the registrant’s Annual Meeting of Stockholders to be held on May 17, 2001, are incorporated by reference into Part III of this report .
We are filing this amendment to our Annual Report on Form 10-K to correct a typographical error in the table in Item 5 of Part II. In the previous filing, the “High” closing price for our common stock for the first quarter of 2000 was stated as $0.13. The correct closing price is $20.13, as set forth below.
PART II
Item 5. Market For Registrant's Common Equity and Related Stockholder Matters.
We were incorporated in Delaware in 1990 under the name Racotek, Inc.. Our common stock began trading on December 10, 1993, on the Nasdaq National Market under the symbol “RACO,” in connection with our initial public offering. We changed our corporate name to Zamba Corporation on October 5, 1998, and, in conjunction with this name change, our Common Stock began trading on the Nasdaq National Market under the symbol “ZMBA.”
A summary of the range of high and low closing prices for our common stock for each quarterly period in the two most recent fiscal years, is presented below. These prices reflect interdealer prices and do not include retail markups, markdowns or commissions.
| High | Low | |
| 1999 | ||
| First Quarter | $3.75 | $2.00 |
| Second Quarter | 2.97 | 1.56 |
| Third Quarter | 2.56 | 1.50 |
| Fourth Quarter | 18.94 | 1.88 |
| 2000 | ||
| First Quarter | $20.13 | $8.00 |
| Second Quarter | 9.13 | 4.81 |
| Third Quarter | 7.00 | 4.25 |
| Fourth Quarter | 4.81 | 1.63 |
We have never paid cash dividends on our common stock and do not anticipate declaring or paying any cash dividends in the foreseeable future. We intend to retain future earnings, if any, for the development of our business.
As of March 9, 2001, we had approximately 7,400 stockholders of record.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| ZAMBA CORPORATION | |
| Date: March 23, 2001 | By * |
| Doug Holden | |
| President and 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 on the dates indicated.
| Name | Title | Date |
| * | President and Chief | March 23, 2001 |
| Doug Holden | Executive Officer (Principal | |
| Executive Officer) | ||
| \s\ Michael H. Carrel | Executive Vice President | March 23, 2001 |
| Michael H. Carrel | and Chief Financial Officer | |
| (Principal Financial and | ||
| Accounting Officer) | ||
| OTHER DIRECTORS: | ||
| * | Chairman of the Board | March 23, 2001 |
| Paul D. Edelhertz | ||
| * | Vice Chairman of the Board | March 23, 2001 |
| Joseph B. Costello | ||
| * | Director | March 23, 2001 |
| Dixon R. Doll | ||
| * | Director | March 23, 2001 |
| John Olsen | ||
| * | Director | March 23, 2001 |
| Sven A.Wehrwein | ||
| *By: /s/ Michael H. Carrel | ||
| Michael H. Carrel | ||
| Attorney-in-fact |
