UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/ A
Amendment No. 1
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| þ | | | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 | (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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| | | For the fiscal year ended December 31, 2004 |
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o | | | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 | (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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| | | For the transition period from to . |
Commission File Number 0-26660
ESS Technology, Inc.
(Exact name of Registrant as specified in its charter)
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California | | 94-2928582 |
(State or other jurisdiction of
incorporation or organization) | | (I.R.S. Employer
Identification No.) |
48401 Fremont Blvd.,
Fremont, California
(Address of principal executive offices) | | 94538
(Zip Code) |
Registrant’s telephone number, including area code:
(510) 492-1088
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
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. Yes þ No o
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 registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes þ No o
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, computed by reference to $10.71, the closing price of the registrant’s common stock as reported on the NASDAQ National Market on June 30, 2004, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $347,397,250. Shares of common stock held by each officer and director and by each person who owned 5% or more of the registrant’s outstanding common stock on that date have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.
As of April 14, 2005, registrant had outstanding 39,718,248 shares of common stock.
EXPLANATORY NOTE
ESS Technology, Inc. (the “Company” or “we”) is filing this Amendment No. 1 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2004 to amend Item 9B (Other Information) and Item 15 (Exhibits and Financial Statement Schedules). Unaffected items have not been repeated in this Amendment No. 1. In addition, in connection with the filing of this Amendment and pursuant to Rules 12b-15 and 13a-14 under the Securities Exchange Act of 1934, as amended, we are including with this Amendment certain currently dated certifications.
Please note that the information contained in this Amendment No. 1 does not reflect events occurring after the original filing date.
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| Item 9B. | Other Information |
On December 7, 2005, the Company entered into a retention and incentive agreement (“Agreement”) with James Boyd, its Chief Financial Officer and Senior Vice President, pursuant to which, for his commitment to remain continuously employed by the Company through at least March 1, 2006, the Company has paid Mr. Boyd a retention and incentive bonus, subject to payback in the event of an earlier voluntary termination or a failure to comply with the notice provision set forth in the Agreement.
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| Item 15. | Exhibits and Financial Statement Schedules |
(a)(3) Exhibits
The exhibit index below lists the exhibits that are filed as part of this Amendment.
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| Exhibit | | | |
| Number | | | Exhibit Title |
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| | 10 | .32 | | Retention and Incentive Agreement by and between ESS Technology, Inc. and James Boyd. |
| | 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. |
SIGNATURE
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.
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| | ESS TECHNOLOGY, INC. |
| | (Registrant) |
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| | Robert L. Blair |
| | President and Chief Executive Officer |
Date: April 18, 2005
INDEX TO EXHIBITS
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| Exhibit | | | |
| Number | | | Exhibit Title |
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| | 10 | .32 | | Retention and Incentive Agreement by and between ESS Technology, Inc. and James Boyd. |
| | 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. |
