================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q/A AMENDMENT NO. 1 [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended September 30, 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 0-22982 NAVARRE CORPORATION (Exact name of registrant as specified in its charter) MINNESOTA 41-1704319 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 7400 49TH AVENUE NORTH, NEW HOPE, MN 55428 (Address of principal executive offices) Registrant's telephone number, including area code (763) 535-8333 Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange of Which Registered Common Stock, No Par Value Nasdaq National Market Securities registered pursuant to Section 12(g) of the Act: None 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. [X] Yes [ ] No Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). [ ] Yes [X] No Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practical date. Common Stock, No Par Value -- 26,998,919 shares as of October 31, 2004 ================================================================================ Explanatory Note: The sole purpose of this Form 10-Q/A Amendment No. 1 is to file the full text of Exhibits 10.1 through 10.3, which were previously the subject of a confidential treatment request. In addition, a recent related amendment, Exhibit 10.4, is being filed. The remainder of the information in the Quarterly Report on Form 10-Q for the quarter ended September 30, 2004, originally filed November 15, 2004, remains as set forth in the original filing. ITEM 6. EXHIBITS (a) The following exhibits are included herein: 10.1 Form of License and Distribution Agreement (Manufacturing Rights) (2004-2005) between Riverdeep Inc. and Encore Software, Inc. dated as of March 29, 2004. 10.2 Form of License and Distribution Agreement (Manufacturing Rights) (2005-2007) between Riverdeep Inc. and Encore Software, Inc. dated as of March 29, 2004. 10.3 Form of Addendum #1 to Licensing and Distribution Agreements (2004-2005 and 2005-2007) between Riverdeep, Inc. and Encore Software, Inc. dated as of April 13, 2004. 10.4 Form of Addendum #2 to Licensing and Distribution agreements (2004-2005 and 2005-2007) between Riverdeep, Inc. and Encore Software, Inc. dated October 2004. 31(a) Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rules 13a-14 and 15d-14 of the Exchange Act). 31(b) Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rules 13a-14 and 15d-14 of the Exchange Act). 32(a) Certifications of the Chief Executive Officer pursuant Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350). 32(b) Certifications of the Chief Financial Officer pursuant Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350). 2 SIGNATURES Pursuant to the requirements 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. NAVARRE CORPORATION (Registrant) Date: November 19, 2004 /s/ Eric H. Paulson -------------------------------- Eric H. Paulson Chairman of the Board, President and Chief Executive Officer Date: November 19, 2004 /s/ James Gilbertson -------------------------------- James Gilbertson Vice President and Chief Financial Officer 3