UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A-1
ý | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Fiscal Year Ended: December 31, 2001
OR
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number:0-25520
CENTERSPAN COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
| Oregon | 93-1040330 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
7175 NW Evergreen Parkway #400 Hillsboro, Oregon | 97124-5839 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code:503-615-3200
Securities registered pursuant to Section 12(b) of the Act:None
Securities registered pursuant to Section 12(g) of the Act:Common Stock
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 ý 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 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
The aggregate market value of the voting stock held by non-affiliates of the Registrant was $52,125,998 as of March 20, 2002 based upon the last sales price ($8.15) as reported by the Nasdaq National Market System.
The number of shares outstanding of the Registrant's common stock as of March 20, 2002 was 9,736,774 shares.
Documents Incorporated by Reference
The Registrant will incorporate into Part III of Form 10-K, by reference, portions of its Proxy Statement for its 2002 Annual Meeting of Shareholders.
CENTERSPAN COMMUNICATIONS CORPORATION
2001 FORM 10-K/A-1 ANNUAL REPORT
TABLE OF CONTENTS
| | | Page | |
|---|---|---|---|
| PART IV | |||
Item 14. | Exhibits, Financial Statement Schedules and Reports on Form 8-K | 2 | |
Signatures | 3 | ||
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Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
Exhibits
The following exhibit is filed herewith and this list is intended to constitute the exhibit index:
| 10.17 | Content Integration Agreement dated as of February 27, 2002 between CenterSpan and Sony Music, a group of Sony Entertainment, Inc. (portions of this exhibit have been omitted pursuant to a request for confidential treatment) |
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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, hereunto duly authorized.
| Date: May 23, 2002 | CENTERSPAN COMMUNICATIONS CORPORATION | |||
By | ||||
| /s/ FRANK G. HAUSMANN, JR. Frank G. Hausmann, Jr. President, Chief Executive Officer and Chairman of the Board | ||||
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 indicated on May 23, 2002:
| Signature | Title | |
|---|---|---|
| /s/ FRANK G. HAUSMANN, JR. Frank G. Hausmann, Jr. | President, Chief Executive Officer and Chairman of the Board (Principal Executive Officer) | |
/s/ MARK B. CONAN Mark B. Conan | Vice President of Finance, Administration and Chief Financial Officer (Principal Financial and Accounting Officer) | |
/s/ DAVID BILLSTROM* David Billstrom | Director | |
/s/ MERRILL A. MCPEAK* Merrill A. McPeak | Director | |
/s/ G. GERALD PRATT* G. Gerald Pratt | Director | |
/s/ FREDERICK M. STEVENS* Frederick M. Stevens | Director |
*By: | /s/ FRANK G. HAUSMANN, JR. Frank G. Hausmann, Jr., Attorney-in-Fact |
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