SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2003 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 For the transition period from to Commission file number 000-23740 --------- INNOTRAC CORPORATION - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Georgia 58-1592285 - -------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 6655 Sugarloaf Parkway Duluth, Georgia 30097 ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (678) 584-4000 ---------------------------- 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 No X . ------ ------ Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Outstanding at August 20, 2003 ------------------------------ Common Stock at $.10 par value 11,611,930 Shares INNOTRAC CORPORATION INDEX Page ---- Part II. Other Information Item 6. Exhibits and Reports on Form 8-K 2 Signatures 3 1 PART II - OTHER INFORMATION ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits: 4.2 Amendment No. 2 dated August 14, 2003 to the Rights Agreement dated as of December 31, 1997, as amended by Amendment No. 1 dated as of November 30, 2000 between the Company and SunTrust Bank. 10.2 Agreement dated August 14, 2003, by and between IPOF Fund, LP, an Ohio limited partnership ("IPOF"), David Dadante, an individual resident of Ohio and the general partner of IPOF and Innotrac Corporation. 31.1 Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a). 31.2 Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a). 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. INNOTRAC CORPORATION -------------------------- (Registrant) Date: August 20, 2003 /s/ Scott D. Dorfman -------------------------- Scott D. Dorfman President, Chief Executive Officer and Chairman of the Board (Principal Executive Officer) Date: August 20, 2003 /s/ David L. Gamsey -------------------------- David L. Gamsey Senior Vice President, Chief Financial Officer and Secretary (Principal Financial and Accounting Officer) 3