UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarter ended August 31, 2001
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: 0-26281
RED HAT, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State of Incorporation)
06-1364380
(I.R.S. Employer Identification No.)
2600 Meridian Parkway, Durham, North Carolina 27713
(Address of principal executive offices, including Zip Code)
(919) 547-0012
(Registrant's telephone number, including area code)
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 the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:
As of August 31, 2001, there were 170,059,052 shares of common stock
outstanding.
RED HAT, INC.
TABLE OF CONTENTS
Page
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PART II - OTHER INFORMATION
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 3
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K 3
SIGNATURES 4
2
PART II - OTHER INFORMATION
ITEM 4. Submission of Matters to a Vote of Security Holders
On August 2, 2001, the Company held its annual meeting of stockholders in
Durham, North Carolina. At this meeting, the stockholders:
1. Elected two members of the board of directors to serve for a three-
year term as Class II Directors;
2. Approved an amendment to the Company's Certificate of Incorporation to
increase the number of shares of Common Stock that the Company is authorized to
issue from 225,000,000 to 300,000,000; and
3. Approved an amendment to the Red Hat, Inc. 1999 Stock Option Plan to
increase the number of shares authorized for awards from 13,000,000 to
28,000,000.
Indicated below are the results of the stockholder votes for the matters
listed above:
Against / Broker
No. Matter For Withheld Abstain Non-Votes
----- --------------------------------- ----------------- ----------------- ------------- -----------------
1. Election of Matthew J. Szulik 122,610,910 1,817,999 N/A N/A
1. Election of Eugene J. McDonald 123,487,723 941,186 N/A N/A
2. Amendment of Certificate 120,993,853 3,066,067 368,959 N/A
3. Amendment of Option Plan 28,943,120 28,593,774 431,949 66,460,066
ITEM 6. Exhibits and Reports on Form 8-K
a. Exhibits
3.1 Third Amended and Restated Certificate of Incorporation of
Red Hat, Inc., As Amended on August 13, 2001.
b. Reports on Form 8-K.
None.
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report amendment to be signed on its behalf by
the undersigned, thereunto duly authorized.
Date: October 16, 2001 RED HAT, INC.
By: /s/ MATTHEW J. SZULIK
------------------------
Matthew J. Szulik
President and Chief Executive Officer
(Officer on behalf of the Registrant)
By: /s/ KEVIN B. THOMPSON
------------------------
Kevin B. Thompson
Chief Financial Officer
(Principal Financial Officer)
4
EXHIBIT INDEX
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Exhibit No. Description
----------- -----------
3.1 Third Amended and Restated Certificate of Incorporation of Red
Hat, Inc., As Amended on August 13, 2001.