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EX-31.1 - EXHIBIT 31.1 - CERTIFICATION - COMDISCO HOLDING CO INC | ex31-1.htm |
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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FORM
10-K/A
Amendment No. 1 to
Form 10-K
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[X]
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ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the Fiscal Year Ended September 30, 2009
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OR
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[ ]
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the transition period from ____________________ to
____________________
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Commission
file number 000-499-68
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COMDISCO
HOLDING COMPANY, INC.
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(Exact
name of registrant as specified in its
charter)
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Delaware
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54-2066534
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(State
or other jurisdiction of
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(I.R.S.
employer
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incorporation
or organization)
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identification
no.)
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5600
North River Road
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Rosemont,
Illinois
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60018
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(Address
of principal executive offices)
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(Zip
code)
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Registrant’s
telephone number, including area code: (847)
698-3000
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Securities
registered pursuant to Section 12(b) of the Act:
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Title
of Each Class
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Name
of Each Exchange on Which Registered
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N/A
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N/A
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Securities
registered pursuant to Section 12(g) of the Act:
Title
of Each Class
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Common
Stock, par value $0.01 per share
Contingent
Distribution Rights
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Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes
[ ] No [X]
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes
[ ] No [X]
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 has submitted electronically and posted on
its corporate website, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such
files). Yes
[ ] No [ ]
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§229.405 of this chapter) is not contained herein, and will not
be contained, to the best of the 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. [X]
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See definition of “large accelerated filer,” “accelerated
filer” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act:
Large
accelerated filer [ ]
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Accelerated
filer [ ]
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Non-accelerated
filer [ ] (Do not check if a smaller reporting
company)
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Smaller
reporting
company [X]
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Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act). Yes
[_] No [X]
The
aggregate market value of common stock held by non-affiliates of the registrant
was approximately $5,000,000 based on its closing price per share of $7.10 on
March 31, 2009. On March 31, 2009, there were 4,029,055 shares of common stock
outstanding. No officer or director beneficially held shares of the Company’s
Common Stock as of December 1, 2009. Shareholders who owned 5 percent or more of
the outstanding common stock at that time have been excluded in that such
persons may be deemed affiliates. The determination of affiliate status is not
necessarily a conclusive determination for other purposes.
Indicate
the number of shares outstanding of each of the registrant’s classes of common
stock, as of the latest practicable date.
Title
of Each Class
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Number
of Shares Outstanding at December 1, 2009
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Common
Stock, par value
$0.01
per share
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4,029,055
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DOCUMENTS
INCORPORATED BY REFERENCE: NONE
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EXPLANATORY
NOTE
In
this Amendment No. 1 to Annual Report on Form 10-K/A (“Amendment No. 1”) for the
year ended September 30, 2009 as originally filed with the Securities and
Exchange Commission (the “SEC”) on December 11, 2009 (the “Original Filing”),
references to “the Company,” “Comdisco Holding,” “we,” “us” and “our” mean
Comdisco Holding Company, Inc., its consolidated subsidiaries, including
Comdisco, Inc., Comdisco Ventures Fund A, LLC (formerly Comdisco Ventures,
Inc.), and its predecessors, except in each case where the context indicates
otherwise.
We
are filing this Amendment No. 1 to include certain language in Exhibit 31.1
referring to internal control over financial reporting.
Except
as expressly set forth in this Amendment No. 1, we are not amending any other
part of the Original Filing. This Amendment No. 1 continues to speak
as of the date of the Original Filing, except as such disclosure is amended by
this Amendment No. 1, and does not reflect events occurring after the filing of
the Original Filing, or modify or update any related or other disclosures,
including forward-looking statements, unless expressly noted
otherwise. Accordingly, this Amendment No. 1 should be read in
conjunction with the Original Filing and with our other filings made with the
SEC subsequent to the filing of the Original Filing. The filing of
this Amendment No. 1 shall not be deemed an admission that the Original Filing
when made included any untrue statement of a material fact or omitted to state a
material fact necessary to make a statement not misleading.
PART
IV
ITEM
15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
Exhibit
No.
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Description
of Exhibit
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31.1
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Certification
of Principal Executive Officer and Principal Financial Officer, Pursuant
to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act, as Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Filed
herewith).
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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.
COMDISCO HOLDING COMPANY, INC. | |||
Dated:
February 18, 2010
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By:
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/s/ Randolph
I. Thornton
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Name:
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Randolph
I. Thornton
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Title:
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Chief
Executive Officer and President
(Principal
Executive Officer)
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Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed by the following persons on behalf of the registrant and in the
capacities indicated on February 18, 2010.
SIGNATURE
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DATE
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February
18, 2010
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By: | /s/ Randolph I. Thornton | |||
Name:
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Randolph
I. Thornton
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Title:
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Chief
Executive Officer and President
(Principal
Financial and Accounting Officer)
Sole
Director
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