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2003
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
(Amendment No. 1)
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2003
[ ] 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 000-30045
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CATUITY, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 38-3518829
(State or other jurisdiction of (I.R.S. Employer Identification No)
incorporation or organization)
2711 E. JEFFERSON AVE. DETROIT MICHIGAN 48207
(Address of principal executive offices) (Zip code)
(313-567-4348)
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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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 $.001 PER SHARE NASDAQ SMALL CAP MARKET
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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 if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (ss. 229.405 of this chapter) 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. [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes [ ] No [X ]
At June 30, 2003 the aggregate market value of voting and non-voting stock held
by non-affiliates of the Registrant totaled approximately $13,053,364 based on
the last sale price as reported on the Nasdaq Small Cap Market. As of February
29, 2004 there were 11,661,417 shares of the Registrant's common stock
outstanding, par value $.001 per share.
EXPLANATORY NOTE:
This Amendment No. l to the Annual Report on Form 10-K for the fiscal
year ended December 31, 2003 of Catuity, Inc. is being filed solely to amend
Exhibits 31.1 and 31.2 previously filed with the Form 10-K to comply with the
current certification requirements of Item 601 (b)(31) of Regulation S-K.
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.
Date: March 17, 2004 CATUITY, INC.
By: /s/John H. Lowry
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John H. Lowry
Vice President, CFO and Secretary
Exhibit Index
Exhibit No. Description
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31.1 Certification pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002, by Michael V. Howe,
the Registrant's Chief Executive Officer.
31.2 Certification pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002, by John H. Lowry, the
Registrant's Chief Financial Officer.