Attached files
file | filename |
---|---|
EX-3.1 - AMENDED AND RESTATED CERTIFICATE OF INCORPORATION - AUTHENTEC INC | ex3-1.htm |
EX-99.1 - PRESS RELEASE - AUTHENTEC INC | ex99-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
_____________
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of
report (Date of earliest event reported): 02/18/2010
AUTHENTEC,
INC.
(Exact
Name of Registrant as Specified in Charter)
Delaware
|
001-33552
|
59-3521332
|
(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer
Identification
No.)
|
100
Rialto Place, Suite 100, Melbourne, Florida 32901
(Address
of Principal Executive Offices) (Zip Code)
(321)
308-1300
(Registrant's
telephone number, including area code)
N/A
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
¨
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
¨
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
¨
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
¨
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Item
2.02 Results of Operations and
Financial Condition.
On
February 18, 2010, AuthenTec, Inc. (“AuthenTec” or the “Company”) announced
its financial results for the fiscal quarter and full year ended January 1,
2010 and certain other information. A copy of this press release is attached
hereto as Exhibit 99.1.
The
information in this Item 2.02 and Exhibit 99.2 attached hereto are being
furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed “filed”
for purposes of Section 18 of the Securities Act of 1934, as amended (the
“Exchange Act”), nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended, or the Exchange Act, except as
shall be expressly set forth by specific reference in such filing.
Use of
Non-GAAP Measures
In
addition to disclosing financial measures prepared in accordance with Generally
Accepted Accounting Principles (GAAP), this press release and the accompanying
tables contain non-GAAP financial measures. AuthenTec believes this non-GAAP
earnings information provides meaningful insight into the Company’s performance
and has chosen to provide this information to investors for a more consistent
basis of comparison. For a description of these non-GAAP financial measures and
reconciliations of these non-GAAP financial measures to the most directly
comparable GAAP financial measures, please see the section of Press Release
titled “GAAP to non-GAAP reconciliation.”
Item
8.01 Other Events
The
Company has filed a copy of its Amended and Restated Certificate of
Incorporation with this Current Report to correct an administrative filing
error.
Item
9.01 Financial Statements and
Exhibits.
(d) Exhibits:
Exhibit No.
|
Description
|
|
3.1
|
Amended
and Restated Certificate of Incorporation
|
|
99.1
|
Press
Release dated February 18, 2010 regarding financial
results.
|
-2-
SIGNATURE
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 hereunto duly
authorized.
AUTHENTEC, INC.
By: /s/ Frederick R.
Jorgenson
Frederick R. Jorgenson
Vice President - General
Counsel
Dated: February
18, 2010
-3-
INDEX
TO EXHIBITS
|
Exhibit No.
|
Description
|
3.1
|
Amended
and Restated Certificate of Incorporation
|
99.1
|
Press
Release dated February 18, 2010 regarding financial
results.
|
-4-