UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(MARK ONE)
x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE FISCAL YEAR ENDED OCTOBER 2, 2011
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 0-20225
ZOLL MEDICAL CORPORATION
(Exact name of registrant as specified in its charter)
MASSACHUSETTS | 04-2711626 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
269 MILL ROAD, CHELMSFORD, MASSACHUSETTS | 01824 | |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (978) 421-9655
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Name of each exchange on which registered | |
Common Stock, $0.01 Par Value | The NASDAQ Stock Market LLC | |
Stock Purchase Rights |
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No ¨
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 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 whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) 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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one):
Large accelerated filer x Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
The aggregate market value of the voting stock held by non-affiliates of the registrant as of April 3, 2011 was $968,067,620 based on a closing sales price of $44.57 (the closing price on April 1, 2011) per share as reported on the NASDAQ Global Select Market (for this computation, the registrant has excluded the market value of all shares of Common Stock reported as beneficially owned by directors and executive officers of the registrant, but includes certain shares beneficially owned by persons known to the registrant to beneficially own more than 10% of the registrant’s Common Stock.)
The number of shares of the registrant’s single class of common stock outstanding as of November 8, 2011 was 22,146,937.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive Proxy Statement for the Registrant’s 2012 Annual Meeting of Shareholders that the Registrant intends to file with the Securities and Exchange Commission within 120 days of the Registrant’s fiscal year ended October 2, 2011 are incorporated by reference into Part III of this Annual Report on Form 10-K.
EXPLANATORY NOTE
The sole purpose of this amendment to our Annual Report on Form 10-K for the fiscal year ended October 2, 2011, originally filed with the Securities and Exchange Commission on November 23, 2011, is to furnish Exhibit 101 to the Form 10-K, which contains the XBRL (eXtensible Business Reporting Language) Interactive Data Files for the financial statements and notes included in the Form 10-K. As permitted by Rule 405 of Regulation S-T, Exhibit 101 was required to be furnished by amendment within 30 days of the original filing date of the Form 10-K.
No other changes have been made to the Form 10-K, and the Form 10-K has not been updated to reflect events occurring subsequent to the original filing date.
Pursuant to the requirements of Section 13 or 15(d) 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, on December 1, 2011.
ZOLL Medical Corporation | ||
By: | /S/ RICHARD A. PACKER | |
Richard A. Packer 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 on the dates indicated.
SIGNATURE | TITLE | DATE | ||
/S/ RICHARD A. PACKER Richard A. Packer | Chief Executive Officer (Principal Executive Officer) | December 1, 2011 | ||
/S/ A. ERNEST WHITON A. Ernest Whiton | Vice President of Administration and Chief Financial Officer (Principal Financial and Accounting Officer) | December 1, 2011 | ||
* Thomas M. Claflin, II | Director | December 1, 2011 | ||
* James W. Biondi, M.D. | Director | December 1, 2011 | ||
* Judith C. Pelham | Director | December 1, 2011 | ||
* Benson F. Smith | Chairman of the Board of Directors | December 1, 2011 | ||
* Robert J. Halliday | Director | December 1, 2011 | ||
* Lewis H. Rosenblum | Director | December 1, 2011 | ||
* John J. Wallace | Director | December 1, 2011 |
*By: | /S/ RICHARD A. PACKER | |
Richard A. Packer, Attorney-in-Fact |
EXHIBIT INDEX
Incorporated by Reference | ||||||||||||
Exhibit | Exhibit | Form | File Date | Exhibit or File No. | Filed Herewith | Furnished Herewith | ||||||
3.1 | Restated Articles of Organization | S-1 | 5/15/1992 | 333-47937 | ||||||||
3.2 | Articles of Amendment to the Restated Articles of Organization | 8-K | 2/13/2007 | 3.1 | ||||||||
3.3 | Amended and Restated By-laws | S-1 | 5/15/1992 | 333-47937 | ||||||||
3.4 | Certificate of Amendment to the Company’s Amended and Restated By-laws | 8-K | 1/25/2007 | 3.1 | ||||||||
3.5 | Certificate of Amendment to the Company’s Amended and Restated By-laws | 8-K | 11/12/2008 | 3.1 | ||||||||
3.6 | Certificate of Amendment to the Company’s Amended and Restated By-laws | 8-K | 4/22/2009 | 3.1 | ||||||||
3.7 | Certificate of Amendment to the Company’s Amended and Restated By-laws | 8-K | 1/31/2011 | 3.1 | ||||||||
3.8 | Amended and Restated Certificate of Vote of Directors Establishing a Series of Preferred Stock of ZOLL Medical Corporation classifying and designating the Series A Junior Participating Cumulative Preferred Stock | 8-A | 4/24/2008 | 3.1 | ||||||||
4.1 | Amendment No. 2 to Shareholders Rights Agreement, dated as of June 8, 1998, between the Company and Computershare Trust Company, N.A., dated as of April 24, 2008 | 8-K | 4/24/2008 | 4.2 | ||||||||
4.2 | Shareholders Rights Agreement dated as of April 23, 2008, between the Company and Computershare Trust Company, N.A. | 8-A | 4/24/2008 | 4.1 | ||||||||
10.1 | Amended and Restated 2001 Stock Incentive Plan, as amended through February 11, 2004* | S-8 | 11/9/2004 | 10.1 | ||||||||
10.2 | Form of Incentive Option Agreement under the 2001 Stock Incentive Plan* | S-8 | 11/9/2004 | 99.1 | ||||||||
10.3 | Form of Non-Qualified Stock Option Agreement under the 2001 Stock Incentive Plan.* | S-8 | 11/9/2004 | 99.2 | ||||||||
10.4 | Amended and Restated 2001 Stock Incentive Plan, as amended through January 25, 2006* | 10-Q | 2/10/2006 | 10.4 | ||||||||
10.5 | Form of Restricted Stock Award Agreement under Amended and Restated 2001 Stock Incentive Plan* | 10-Q | 2/10/2006 | 10.2 | ||||||||
10.6 | Form of Non-Qualified Stock Option Agreement under Amended and Restated 2001 Stock Incentive Plan* | 10-Q | 2/10/2006 | 10.3 |
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Incorporated by Reference | ||||||||||||
Exhibit | Exhibit | Form | File Date | Exhibit or File No. | Filed Herewith | Furnished Herewith | ||||||
10.7 | Amended and Restated 2001 Stock Incentive Plan, as amended and restated by the Board of Directors on November 11, 2008 and approved by the Company’s stockholders on January 20, 2009* | 10-Q | 2/6/2009 | 10.1 | ||||||||
10.8 | Form of Non-Qualified Stock Option Agreement under Amended and Restated 2001 Stock Incentive Plan, as amended on November 11, 2008* | 10-K | 12/8/2008 | 10.31 | ||||||||
10.9 | Form of Restricted Stock Award Agreement under Amended and Restated 2001 Stock Incentive Plan, as amended on November 11, 2008.* | 10-K | 12/8/2008 | 10.32 | ||||||||
10.10 | Amended and Restated 2001 Stock Incentive Plan, as amended and restated by the Board of Directors on November 16, 2010 and approved by the Company’s stockholders on February 10, 2011* | 8-K | 2/15/2011 | 10.1 | ||||||||
10.11 | Non-Employee Directors’ Stock Option Plan* | S-8 | 12/4/1998 | 10.1 | ||||||||
10.12 | Form of Non-Qualified Stock Option Agreement under the ZOLL Medical Corporation Non-Employee Directors Stock Option Plan* | 8-K | 11/15/2004 | 10.1 | ||||||||
10.13 | 2006 Non-Employee Director Stock Option Plan* | 10-Q | 2/10/2006 | 10.5 | ||||||||
10.14 | Form of Non-Qualified Stock Option Agreement under the 2006 Non-Employee Director Stock Option Plan* | 10-Q | 2/10/2006 | 10.1 | ||||||||
10.15 | Amended and Restated 2006 Non-Employee Director Stock Option Plan, as amended and restated by the Board of Directors on November 11, 2008 and approved by the Company’s stockholders on January 20, 2009.* | 10-Q | 2/6/2009 | 10.2 | ||||||||
10.16 | Form of Non-Qualified Stock Option Agreement under Amended and Restated 2006 Non-Employee Director Stock Option Plan, as amended on November 11, 2008.* | 10-K | 12/8/2008 | 10.34 | ||||||||
10.17 | Amended and Restated 2006 Non-Employee Director Stock Option Plan, as amended and restated by the Board of Directors on November 16, 2010 and approved by the Company’s stockholders on February 10, 2011* | 8-K | 2/15/2011 | 10.2 | ||||||||
10.18 | 1992 Stock Option Plan* | S-1 | 5/15/1992 | 333-47937 | ||||||||
10.19 | First Amendment to the 1992 Stock Option Plan* | S-8 | 12/4/1998 | 10.2 | ||||||||
10.20 | Second Amendment to the 1992 Stock Option Plan* | S-8 | 12/4/1998 | 10.3 | ||||||||
10.21 | Third Amendment to the 1992 Stock Option Plan.* | S-8 | 12/13/2002 | 10.4 |
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Incorporated by Reference | ||||||||||||
Exhibit | Exhibit | Form | File Date | Exhibit or File No. | Filed Herewith | Furnished Herewith | ||||||
10.22 | Fourth Amendment to the 1992 Stock Option Plan.* | S-8 | 12/13/2002 | 10.5 | ||||||||
10.23 | Employment Agreement dated July 19, 1996 between the Company and Richard A. Packer regarding Mr. Packer’s employment* | 10-K | 12/27/1996 | 10.10 | ||||||||
10.24 | Amendment dated November 17, 2008 to Employment Agreement dated July 19, 1996 between the Company and Richard A. Packer.* | 10-K | 12/8/2008 | 10.35 | ||||||||
10.25 | Senior Executive Severance Agreement dated January 21, 2000 between the Company and Richard A. Packer.* | 10-K | 12/29/2000 | 10.12 | ||||||||
10.26 | Amendment dated November 17, 2008 to Senior Executive Severance Agreement dated as of January 21, 2000 between the Company and Richard A. Packer.* | 10-K | 12/8/2008 | 10.36 | ||||||||
10.27 | Executive Severance Agreement dated as of November 11, 2008 between the Company and Jonathan Rennert* | 10-K | 12/8/2008 | 10.43 | ||||||||
10.28 | Amended and Restated Executive Severance Agreement dated April 1, 2002 between the Company and A. Ernest Whiton.* | 8-K | 12/20/2004 | 10.13 | ||||||||
10.29 | Amendment dated November 11, 2008 to Amended and Restated Executive Severance Agreement dated April 1, 2002 between the Company and A. Ernest Whiton* | 10-K | 12/8/2008 | 10.37 | ||||||||
10.30 | Executive Severance Agreements by and between the Company and Steve Flora* | 10-K | 12/20/2004 | 10.17D | ||||||||
10.31 | Amendment dated December 1, 2008 to Executive Severance Agreement dated May 6, 2002 between the Company and Steven Flora.* | 10-K | 12/8/2008 | 10.42 | ||||||||
10.32 | Executive Severance Agreement dated as of November 11, 2008 between the Company and E. Jane Wilson* | 10-K | 12/8/2008 | 10.44 | ||||||||
10.33 | Executive Severance Agreements by and between the Company and Ward Hamilton* | 10-K | 12/20/2004 | 10.17A | ||||||||
10.34 | Amendment dated December 1, 2008 to Executive Severance Agreement dated May 7, 2002 between the Company and Ward Hamilton.* | 10-K | 12/8/2008 | 10.41 | ||||||||
10.35 | Executive Severance Agreement between the Company and Alexander Moghadam dated August 10, 2005.* | 10-Q | 8/12/2005 | 10.1 |
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Incorporated by Reference | ||||||||||||||
Exhibit | Exhibit | Form | File Date | Exhibit or File No. | Filed Herewith | Furnished Herewith | ||||||||
10.36 | Amendment dated November 11, 2008 to Executive Severance Agreement dated August 10, 2005 between the Company and Alexander Moghadam* | 10-K | 12/8/2008 | 10.45 | ||||||||||
10.37 | Summary of Cash Incentive Bonus Plan.* | 10-Q | 2/5/2008 | 10.1 | ||||||||||
21.1 | Subsidiaries of the Company** | |||||||||||||
23.1 | Consent of BDO USA, LLP** | |||||||||||||
24 | Power of Attorney included in signature page.** | |||||||||||||
31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002** | |||||||||||||
31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002** | |||||||||||||
32.1 | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*** | |||||||||||||
32.2 | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*** | |||||||||||||
101 | The following materials from ZOLL Medical Corporation’s Annual Report on Form 10-K for the year ended October 2, 2011, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Income Statements, (iii) Consolidated Statements of Stockholders’ Equity and Comprehensive Income, (iv) Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements.**** | X |
* | Represents management contract or compensatory plan arrangements. |
** | Previously filed as an exhibit to the Registrant’s Annual Report on Form 10-K for the fiscal year ended October 2, 2011. |
*** | Previously furnished as an exhibit to the Registrant’s Annual Report on Form 10-K for the fiscal year ended October 2, 2011. |
**** | Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability under these sections. |
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