Table of Contents
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
AMENDMENT NO. 1
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
| For Quarter Ended December 31, 2002 | Commission File No. 0-23866 |
VARI-L COMPANY, INC.
(Exact name of Registrant as specified in its charter.)
| Colorado | 06-0679347 | |
| (State of Incorporation) | (I.R.S. Employer identification No.) |
4895 Peoria Street
Denver, Colorado 80239
(303) 371-1560
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 is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]
The number of shares outstanding of each of the issuer’s classes of common stock, as of February 12, 2003:
| Class of Securities | Outstanding Securities | |
| $0.01 par value Common shares | 7,252,093 shares |
TABLE OF CONTENTS
Table of Contents
EXPLANATORY NOTE
Vari-L Company, Inc. hereby amends Part II, Item 6 of its Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2002 to include certain exhibits that were inadvertently omitted from the previous filing.
Part II – Other Information
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
| 2.1 | Asset Purchase Agreement dated as of December 2, 2002, by and among Sirenza Microdevices, Inc., Olin Acquisition Corporation and Vari-L Company, Inc. filed as Exhibit 2.1 to the Form 8-K dated December 6, 2002 and incorporated herein by reference. | |
| 10.1 | Stipulation of Settlement dated January 22, 2003 between Vari-L Company, Inc., Derek L. Bailey, Joseph H. Kiser, David G. Sherman, Jon L. Clark and the plaintiffs in Civil No. 00-S-1198 between plaintiffs Michael Rasner, et al., on behalf of themselves and other similarily situated and defendants Vari-L Company, Inc., Derek L. Bailey, Joseph H. Kiser, David G. Sherman and Jon L. Clark in the United State District Court, District of Colorado, by and through their respective attorneys, for settlement of litigation against Vari-L Company, Inc. filed as Exhibit 10.1 to the Form 10-Q dated February 12, 2002 and incorporated herein by reference. | |
| 10.2 | Form of Stockholder Support Agreement, dated as of December 2, 2002, among Olin Acquisition Corporation, Vari-L Company, Inc and each of Charles R. Bland, Sarah L. Booher, Robert C. Dixon, David A. Lisowski, Anthony B. Petrelli, David M. Risley, Gil Van Lunsen, Richard P. Dutkiewicz, Janice E. Hyland, Matthew Pope, Larry M. Romero, Tim Schamberger and Daniel J. Wilmot filed as Exhibit 2.2 to the Form 8-K dated December 6, 2002 and incorporated herein by reference. | |
| 10.3 | Letter agreement, dated December 2, 2002 by and among Vari-L Company, Inc. and Charles R. Bland. | |
| 10.4 | Letter agreement, dated December 2, 2002 by and among Vari-L Company, Inc. and Richard P. Dutkiewicz. | |
| 10.5 | Letter agreement, dated December 2, 2002 by and among Vari-L Company, Inc. and Larry R. Romero. | |
| 10.6 | Letter agreement, dated December 2, 2002 by and among Vari-L Company, Inc. and Timothy G. Schamberger. | |
| 10.7 | Letter agreement, dated December 2, 2002 by and among Vari-L Company, Inc. and Daniel J. Wilmot. |
(b) Reports on Form 8-K
A report on Form 8-K dated October 1, 2002 under Item 5 and 7 was filed with the Commission on October 2, 2002 and a report on Form 8-K dated December 6, 2002 under Item 5 and 7 was filed with the Commission on December 6, 2002.
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| VARI-L COMPANY, INC | ||||||
| Date: | February 24, 2003 | By: | /s/ Charles R. Bland | |||
| Charles R. Bland President and Chief Executive Officer | ||||||
| Date: | February 24, 2003 | By: | /s/ Richard P. Dutkiewicz | |||
| Richard P. Dutkiewicz Vice President of Finance and Chief Financial Officer |
Table of Contents
INDEX TO EXHIBITS
| EXHIBIT | ||
| NO. | DESCRIPTION | |
| 2.1 | Asset Purchase Agreement dated as of December 2, 2002, by and among Sirenza Microdevices, Inc., Olin Acquisition Corporation and Vari-L Company, Inc. filed as Exhibit 2.1 to the Form 8-K dated December 6, 2002 and incorporated herein by reference. | |
| 10.1 | Stipulation of Settlement dated January 22, 2003 between Vari-L Company, Inc., Derek L. Bailey, Joseph H. Kiser, David G. Sherman, Jon L. Clark and the plaintiffs in Civil No. 00-S-1198 between plaintiffs Michael Rasner, et al., on behalf of themselves and other similarily situated and defendants Vari-L Company, Inc., Derek L. Bailey, Joseph H. Kiser, David G. Sherman and Jon L. Clark in the United State District Court, District of Colorado, by and through their respective attorneys, for settlement of litigation against Vari-L Company, Inc. filed as Exhibit 10.1 to the Form 10-Q dated February 12, 2002 and incorporated herein by reference. | |
| 10.2 | Form of Stockholder Support Agreement, dated as of December 2, 2002, among Olin Acquisition Corporation, Vari-L Company, Inc and each of Charles R. Bland, Sarah L. Booher, Robert C. Dixon, David A. Lisowski, Anthony B. Petrelli, David M. Risley, Gil Van Lunsen, Richard P. Dutkiewicz, Janice E. Hyland, Matthew Pope, Larry M. Romero, Tim Schamberger and Daniel J. Wilmot filed as Exhibit 2.2 to the Form 8-K dated December 6, 2002 and incorporated herein by reference. | |
| 10.3 | Letter agreement, dated December 2, 2002 by and among Vari-L Company, Inc. and Charles R. Bland. | |
| 10.4 | Letter agreement, dated December 2, 2002 by and among Vari-L Company, Inc. and Richard P. Dutkiewicz. | |
| 10.5 | Letter agreement, dated December 2, 2002 by and among Vari-L Company, Inc. and Larry R. Romero. | |
| 10.6 | Letter agreement, dated December 2, 2002 by and among Vari-L Company, Inc. and Timothy G. Schamberger. | |
| 10.7 | Letter agreement, dated December 2, 2002 by and among Vari-L Company, Inc. and Daniel J. Wilmot. |
Table of Contents
CERTIFICATIONS
I, Charles R. Bland, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Vari-L Company, Inc.; | |
| 2. | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; | |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; | |
| 4. | The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: |
| a. | designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; | ||
| b. | evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and | ||
| c. | presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; |
| 5. | The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s Board of Directors (or persons performing the equivalent function): |
| a. | all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and | ||
| b. | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and |
| 6. | The registrant’s other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. |
| Date: February 24, 2003 | ||
| /s/ CHARLES R. BLAND | ||
| Charles R. Bland, President and Chief Executive Officer |
Table of Contents
CERTIFICATIONS
I, Richard P. Dutkiewicz, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Vari-L Company, Inc.; | |
| 2. | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; | |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; | |
| 4. | The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: |
| a. | designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; | ||
| b. | evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and | ||
| c. | presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; |
| 5. | The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s Board of Directors (or persons performing the equivalent function): |
| d. | all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and | ||
| e. | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and |
| 6. | The registrant’s other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. |
| Date: February 24, 2003 | ||
| /s/ RICHARD P. DUTKIEWICZ | ||
| Richard P. Dutkiewicz, Vice President of Finance and Chief Financial Officer |