UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(AMENDMENT NO. 1)
| X | Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
FOR THE FISCAL YEAR ENDED OCTOBER 31, 2009
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 0-7642
PASSUR AEROSPACE, INC.
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(Exact Name of Registrant as Specified in Its Charter)
NEW YORK 11-2208938
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
ONE LANDMARK SQUARE, SUITE 1900, STAMFORD, CONNECTICUT 06901
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(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code: 203-622-4086
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Securities registered pursuant to
Section 12(b) of the Act: NONE
Securities registered pursuant to
Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $0.01 PER SHARE
Indicate by check mark if the Registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. YES [ ] NO [X]
Indicate by check mark if the Registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Exchange 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 (ss.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 [ ] NO [X] (The Registrant is not yet required to submit Interactive Data)
Indicate by checkmark 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. [ ]
Indicate by check mark whether the Registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See the definitions of
"accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange
Act. (Check one):
Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ]
(Do not check if a smaller reporting company) Smaller reporting company [X]
Indicate by check mark whether the Registrant is a shell company (as defined in
Rule 12b-2 of the Act). YES [ ] NO [X]
The aggregate market value of the voting shares of the Registrant held by
non-affiliates as of April 30, 2009 was $3,272,000
The number of shares of common stock, $0.01 par value,
outstanding as of January 11, 2010 was 4,538,948
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Definitive Proxy Statement for the 2010 Annual
Meeting of Stockholders, to be filed with the Securities and Exchange Commission
within 120 days of October 31, 2009, are incorporated by reference into Part III
of this Form 10-K.
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A hereby amends the registrant's
Annual Report on Form 10-K for the fiscal year ended October 31, 2009, which the
registrant filed with the Securities and Exchange Commission on January 29, 2010
(the "Original Report"). This amendment is being filed in order to include
Exhibit 23.1, "Consent of Independent Registered Public Accounting Firm," which
was inadvertently not filed with the Original Report.
Except as described above, no other portion of the Form 10-K for the
fiscal year ended October 31, 2009 is amended hereby. No modification or update
is otherwise being made to any other disclosure or exhibits to such Form 10-K.
Accordingly, this Amendment should be read in conjunction with such Form 10-K
and the registrant's filings made with the Securities and Exchange Commission
subsequent to the date of such Form 10-K.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(A) LIST OF DOCUMENTS FILED AS A PART
OF THIS ANNUAL REPORT ON FORM 10-K: PAGE
(1) Index to Consolidated Financial Statements Included in
Part II of this Report:
Report of Independent Registered Public F-1
Accounting Firm - BDO Seidman, LLP
Consolidated Balance Sheets as of F-2
October 31, 2009 and 2008
Consolidated Statements of F-3
Income for the years ended
October 31, 2009 and 2008
Consolidated Statements of F-4
Stockholders' Deficit for the years ended
October 31, 2009 and 2008
Consolidated Statements of F-5
Cash Flows for the years ended
October 31, 2009 and 2008
Notes to Consolidated Financial F-6
Statements
(2) Index to Financial Statement Schedule: N/A
Schedules for which provision is made in the applicable accounting regulation of
the Securities and Exchange Commission are not required under the related
instructions or are inapplicable, and therefore have been omitted.
(C) INDEX TO EXHIBITS
The following exhibits are required to be filed with this Annual Report on Form
10-K by Item 15(a) (3).
EXHIBITS
3.1 The Company's composite Certificate of Incorporation, dated as of
January 24, 1990, is incorporated by reference from our Annual
Report on Form 10-K for the fiscal year ended October 31, 1989.
3.2 The Company's By-laws, dated as of May 16, 1988, are incorporated
by reference to Exhibit 3-14 to our Annual Report on Form 10-K
for the fiscal year ended October 31, 1998.
10.1 The Company's 1988 Bonus Pool Plan is incorporated by reference
to Exhibit 10-1 to our Annual Report on Form 10-K for the fiscal
year ended October 31, 1998.
10.2 The Company's 1988 Stock Option Plan is incorporated by reference
to Exhibit 10-3 to our Annual Report on Form 10-K for the fiscal
year ended October 31, 1998.
10.3 The Company's Amended 1999 Stock Incentive Plan is incorporated
by reference to Exhibit 10.3 of our Report on Form 8-K filed on
April 17, 2006.
10.4 Severance Agreement with Yitzhak N. Bachana effective October 2,
1998 is incorporated by reference from our Form 8-K, dated
October 13, 1998.
10.5 Letter of Agreement for employment services, dated December 28,
1999, between the Company and Ken J. McNamara is incorporated by
reference to Exhibit 10.5 to our Annual Report on Form 10-K for
the fiscal year ended October 31, 1999.
10.6 Letter of Agreement for employment services, dated September 5,
2002, between the Company and Delon Dotson is incorporated by
reference to Exhibit 99.1 to our Form 8-K, dated September 12,
2002.
10.7 Debt Agreement, dated November 1, 2003, between the Company and
G.S. Beckwith Gilbert is incorporated by reference to Exhibit
10-1 to our Form 8-K, dated January 23, 2004.
10.8 Debt Extension Agreement, dated as of November 1, 2004, between
the Company and G.S. Beckwith Gilbert is incorporated by
reference to Exhibit 10.1 to our Current Report on Form 8-K on
February 1, 2005.
10.9 Debt Extension Agreement, made as of November 1, 2005, between
the Company and G.S. Beckwith Gilbert, is incorporated by
reference to Exhibit 10.2 to our Current Report on Form 8-K filed
on February 6, 2006.
10.10 Debt Extension Agreement, made as of November 1, 2006, between
the Company and G.S. Beckwith Gilbert, is incorporated by
reference to Exhibit 10.2 to our Current Report on Form 8-K filed
on January 5, 2007.
10.11 Debt Extension Agreement, made as of November 1, 2007 between the
Company and G.S. Beckwith Gilbert is incorporated by reference to
Exhibit 10.3 to our Current Report on Form 8-K filed on January
17, 2008.
10.12 Debt Extension Agreement, made as of November 1, 2008 between the
Company and G.S. Beckwith Gilbert is incorporated by reference to
Exhibit 10.2 to our Current Report on Form 8-K filed on January
28, 2009.
16 Change in Certifying Accountant is incorporated by reference to
our Form 8-K/A, dated October 28, 1998.
21 List of Subsidiaries is incorporated by reference to our Annual
Report on Form 10-K report for the fiscal year ended October 31,
1981.
23.1 Consent of Independent Registered Public Accounting Firm.
31.1 Certification of Chief Executive Officer pursuant to Rule
13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
31.2 Certification of Chief Financial Officer pursuant to Rule
13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
SIGNATURES
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.
PASSUR AEROSPACE, INC.
DATED: FEBRUARY 3, 2010 /s/ Jeffrey P. Devaney
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Jeffrey P. Devaney
Chief Financial Officer, Treasurer, and
Secretary
(Principal Financial and Accounting
Officer)