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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(AMENDMENT NO. 1)
(Mark one)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal quarter ended March 31, 2004
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 1-9802
Symbol Technologies, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 11-2308681
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(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
One Symbol Plaza, Holtsville, New York 11742-1300
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including
area code: (631) 738-2400
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 Act). YES [X] NO [ ]
The number of shares outstanding of the registrant's classes of common
stock, as of June 20, 2005, was as follows:
Class Number of Shares
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Common Stock, par value $0.01 242,911,689
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EXPLANATORY NOTE
Symbol Technologies, Inc. (collectively with its subsidiaries,
"Symbol," "we," "us" and "our") is filing this Amendment No. 1 on Form 10-Q/A
("Amendment No. 1") solely to amend its disclosures in Item 4 of Part I
contained in its Quarterly Report on Form 10-Q for the fiscal quarter ended
March 31, 2004 (the "Form 10-Q"), which was originally filed with the Securities
and Exchange Commission (the "SEC") on May 10, 2004. The purpose of this
Amendment No. 1 is to address comments that Symbol received from the Staff of
the Division of Corporation Finance of the SEC.
Pursuant to Rule 12b-15 under the Securities and Exchange Act of 1934,
as amended, this Amendment No. 1 contains the complete text of Item 4 of Part I,
as amended, and new certifications pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002. The representations contained in the new certifications continue to
relate solely to our fiscal quarter ended March 31, 2004. This Amendment No. 1
contains only the sections and exhibits to the Form 10-Q which are being amended
and restated. The sections of and exhibits to the Form 10-Q as originally filed
which are not included herein are unchanged and continue in full force and
effect as originally filed. This Amendment No. 1 speaks as of the date of the
original filing of the Form 10-Q and has not been updated to reflect events
occurring subsequent to the original filing date.
PART I.
ITEM 4. CONTROLS AND PROCEDURES
Symbol is committed to maintaining disclosure controls and procedures
that are designed to ensure that information required to be disclosed in its
Exchange Act reports is recorded, processed, summarized and reported within the
time periods specified in the Commission's rules and forms, and that such
information is accumulated and communicated to its management, including its
Chief Executive Officer and Chief Financial Officer, as appropriate, to allow
for timely decisions regarding required disclosure. In designing and evaluating
the disclosure controls and procedures, management recognizes that any controls
and procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives and are subject
to certain limitations, including the exercise of judgment by individuals, the
inability to identify unlikely future events, and the inability to eliminate
misconduct completely.
During 2003 and 2002, we learned of certain deficiencies in our
internal control that existed in 2002 and prior years. Additionally, as of
December 31, 2003, we identified a material weakness related to the manner in
which we process transactions to record our revenue as our current processes and
procedures to record revenue transactions requires substantial manual
intervention and are reliant on several departments in our sales and finance
organization. The deficiencies remaining as of March 31, 2004 are summarized as
follows:
o inadequate systems and systems interfaces;
o inadequate and untimely account reconciliations;
o numerous manual journal entries; and
o informal worldwide policies and procedures.
We have taken measures to improve the effectiveness of our internal
controls and we believe these efforts are addressing the matters described
above. Certain measures we have taken to address such deficiencies in the
three-month period ended March 31, 2004 include the following:
o centralized the responsibility of revenue under a revenue
controller's department, reporting directly to the Chief
Accounting Officer;
o undertaken a project to establish formalized worldwide
policies and procedures to be approved by the Chief Executive
Officer, Chief Financial Officer and Chief Accounting Officer;
o undertaken a project to identify responsible associates for
account reconciliations, including approvals;
o implemented formal review processes of transactions where
there still exists manual intervention; and
o developed a comprehensive business transformation strategy
intended to transform multiple legacy systems into one ERP
platform. Beginning in 2003, we have expended approximately
$20.5 million thus far and plan to expend an additional $96.5
million through 2006. This investment in software and hardware
system upgrades is designed to provide both operational and
financial control environment benefits. The financial control
environment benefits will include, but are not limited to,
reducing the risks associated with multiple system interfaces
and improving access controls within and between multiple
systems, improving the integration of our sales, finance and
accounting departments, improving the accuracy of our revenue
reporting, reducing the number of manual transactions and
increasing the transparency of financial information.
As required by Rule 13a-15(b) of the Exchange Act, Symbol has carried
out an evaluation, under the supervision and with the participation of its
management, including its Chief Executive Officer and its Chief Financial
Officer, of the effectiveness of the design and operation of its disclosure
controls and procedures. The evaluation examined those disclosure controls and
procedures as of March 31, 2004, the end of the period covered by this report.
As described above, we have taken measures to improve our internal controls and
procedures, however, the deficiencies described above, including a material
weakness still exist. We believe these deficiencies and material weakness may
constitute deficiencies in our disclosure controls. Based upon the evaluation,
Symbol's management, including its Chief Executive Officer and its Chief
Financial Officer, concluded that, as of March 31, 2004, Symbol's disclosure
controls and procedures were ineffective.
It will take some time before we have in place the rigorous disclosure
controls and procedures, including internal controls and procedures, that our
Board of Directors and senior management are striving for. As a result of our
efforts as described above, however, we believe that our Condensed Consolidated
Financial Statements fairly present, in all material respects, our financial
condition, results of operations and cash flows as of, and for, the periods
presented and that this Quarterly Report on Form 10-Q contains no material
inaccuracies or omissions of material fact and contains the information required
to be included in accordance with the Exchange Act.
The process and control improvements described in the third paragraph
of this Item 4 are the only changes in our internal controls over financial
reporting during the period covered by this report that have materially
affected, or are reasonably likely to materially affect, our internal controls
over financial reporting. We will continue to assess our disclosure controls and
procedures and will take any further actions that we deem necessary.
PART II.
ITEM 6. EXHIBITS
Note: Item 6 in the Form 10-Q, as originally filed, is unchanged except for the
filing of additional certifications pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
(a) Exhibits
See "Exhibit Index" on the page following the Signature Page.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
SYMBOL TECHNOLOGIES, INC.
(Registrant)
June 24, 2005 By: /s/ William R. Nuti
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William R. Nuti
Chief Executive Officer,
President and Director
(principal executive officer)
June 24, 2005 By: /s/ Mark T. Greenquist
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Mark T. Greenquist
Senior Vice President--Finance
and Chief Financial Officer
(principal financial officer)
June 24, 2005 By: /s/ James M. Langrock
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James M. Langrock
Vice President--Controller and
Chief Accounting Officer
(principal accounting officer)
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EXHIBIT INDEX
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