UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K/A

þ		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 001-14944

 

MAD CATZ INTERACTIVE, INC.

(Exact name of Registrant as specified in its charter)

Canada (State or other jurisdiction of incorporation or organization)		Not Applicable (I.R.S. Employer Identification No.)
7480 Mission Valley Road, Suite 101 San Diego, California (Address of principal executive offices)		92108 (Zip Code)

Title of each class		Name of each exchange on which registered
Common Stock, no par value		NYSE Amex Toronto Stock Exchange

     Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ

     Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o No þ

     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 þ No o

     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulations S-K is not contained herein, and will not be contained, to the best of 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. o

     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 definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o		Accelerated filer o		Non-accelerated filer o (Do not check if smaller reporting company)		Smaller reporting company þ

     Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Act). Yes o No þ

     The aggregate market value of the voting and non-voting common stock held by non-affiliates based on the closing sale price of common stock as reported on the American Stock Exchange as of the last business day of the second fiscal quarter was $21,488,434.

     There were 55,098,549 shares of the registrant’s common stock issued and outstanding as of July 29, 2010.

DOCUMENTS INCORPORATED BY REFERENCE: None

 

 

EXPLANATORY NOTE

     The purpose of this Amendment No. 1 on Form 10-K/A (this “Amendment”) is to amend Part III, Items 10 through 14 of our Annual Report on Form 10-K for the fiscal year ended March 31, 2010, which was filed with the Securities and Exchange Commission (the “SEC”) on June 11, 2010 (the “Original Filing”), to include information previously omitted from the Original Filing in reliance on General Instruction G to Form 10-K, which provides that registrants may incorporate by reference certain information from a definitive proxy statement filed with the SEC within 120 days after the end of the fiscal year. We are filing this Amendment to amend Part III of the Original Filing to include the information required by and not included in Part III of the Original Filing because we no longer intend to file our definitive proxy statement within 120 days of the end of our fiscal year ended March 31, 2010.

     For purposes of this Amendment, and in accordance with Rule 12b-15 under the Exchange Act, Items 10 through 14 of our Original Filing have been amended and restated in their entirety. Except as stated herein, this Amendment does not reflect events occurring after the filing of the Form 10-K on June 11, 2010 and no attempt has been made in this Amendment to modify or update other disclosures as presented in the Original Filing. Accordingly, this Amendment should be read in conjunction with our filings with the SEC subsequent to the filing of the Original Filing.

     In addition, the certifications by our principal executive officer and principal financial officer required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are filed as exhibits to this Amendment.

TABLE OF CONTENTS

		Page
Explanatory Note		i
PART III
10. Directors, Executive Officers and Corporate Governance		1
11. Executive Compensation		4
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		6
13. Certain Relationships and Related Transactions, Director Independence		8
14. Principal Accounting Fees and Services		9
PART IV
15. Exhibits and Financial Statement Schedules		9
Signatures		10
EX-31.1
EX-31.2

PART III

Item 10. Directors, Executive Officers and Corporate Governance

Executive Officers and Directors

     The following table sets forth as of July 29, 2010 certain information regarding each person who serves as a director of the Company, including the name, age and position of each director as well as the date each became a director of the Company:

						Director
Name and Place of Residence		Position with the Company and Principal Occupation		Age		Since
Thomas R. Brown (1)		Chairman of the Board, Businessman		59			2006
Poway, California, United States
Darren Richardson		President, Chief Executive Officer and Director		49			2005
San Diego, California, United States
Robert J. Molyneux (1)		Director, Businessman		55			2006
Toronto, Ontario, Canada
William Woodward (1)		Director, Businessman		50			2006
Santa Monica, California, United States

     The following table sets forth as of July 29, 2010 the name, age and position of each person who serves as an executive officer of the Company:

Name		Position		Age
Darren Richardson		President, Chief Executive Officer and Director of Mad Catz Interactive, Inc. and Mad Catz, Inc.			49
Stewart Halpern		Chief Financial Officer of Mad Catz Interactive, Inc. and Mad Catz, Inc.			53
Whitney Peterson		Vice President Corporate Development and General Counsel of Mad Catz, Inc.			45
Brian Andersen		Chief Operating Officer of Mad Catz Interactive, Inc. and Mad Catz, Inc.			36

     Set forth below is information regarding each of the above named individuals, including a description of his positions and offices held with the Company, a description of his principal occupation and business experience during at least the last five years and directorships presently held by him in other companies. With respect to the directors, the information below includes specific experience, qualifications, attributes or skills of each director that led the independent members of the Board of Directors to believe that such director would be an appropriate board member.

Thomas R. Brown

     Mr. Brown has been a director of the Company since May 2006 and has served as Chairman of the Board since April 2008. Mr. Brown serves as President, Chief Executive Officer and director of LRAD Corporation, a leading innovator of highly intelligible, clear directed acoustic solutions, a position he has held since September 2006. Previously, he served as President of Brown Thompson Executive Search, a financial executive search firm, since April 2005. From April 2001 to September 2004, Mr. Brown was Executive Vice President and Deputy President of the Information Technology division of Sony Electronics, where he was responsible for supply chain operations including Information Technology, Procurement, North American Manufacturing Operations and Finance. He continued to consult with Sony Electronics on its ERP implementation from September 2004 to January 2005. From April 2000 to September 2004, Mr. Brown was concurrently the Executive Vice President and President of

Information Technology Division for Sony Electronics, where he was responsible for establishing the North American personal computer division. Mr. Brown holds a Bachelor of Arts degree in Economics from Rutgers University. Mr. Brown is also a certified public accountant. The Company believes that Mr. Brown’s senior management, accounting and financial analysis expertise, including his experience as Chief Executive Officer and interim Chief Financial Officer of LRAD Corporation and his management and financial experience with Sony Electronics in the consumer electronics industry qualify him for service on the Board of Directors.

Darren Richardson

     Mr. Richardson has been President and Chief Executive Officer of the Company since April 1, 2004, and a director of the Company since 2005. Prior to his appointment as President and Chief Executive Officer, Mr. Richardson served as Executive Vice President of the Company since October 1997 and as President and Chief Operating Officer of Mad Catz, Inc. since September 1999. Mr. Richardson served in several senior management capacities with Games Trader from 1997 until 1999, including Chief Operating Officer, and Vice President of Business Development, responsible for sales and marketing with a focus on new account development. He holds a Master of Business Administration degree from Trinity College, Dublin, and a Bachelor of Commerce degree from the University of Wollongong, Australia. The Company believes that Mr. Richardson’s expertise and experience in the video game industry, as well his as senior management positions with the Company for nearly 13 years, qualify him for service on the Board of Directors.

Robert J. Molyneux

     Mr. Molyneux has been a director of the Company since June 2006. Mr. Molyneux has been a principal in Imperial Capital Corporation, a private equity buy-out firm based in Toronto, Canada, since September 2004. Previously, Mr. Molyneux was President of Ravenna Capital Corporation, a private merchant banking firm he founded in 1992. Mr. Molyneux holds an Honours Bachelor of Business Administration degree from Wilfrid Laurier University. Mr. Molyneux obtained his chartered accountant license in 1981 and has worked in the financial markets in various roles since 1982, when his chartered accountant license became inactive. The Company believes that Mr. Molyneux’s financial analysis and management expertise, including his senior management roles in investment and private merchant banking, qualify him for service on the Board of Directors.

William Woodward

     Mr. Woodward has been a director of the Company since June 2006. Mr. Woodward has been the Managing Director and a founder of Anthem Venture Partners since 2000. Prior to founding Anthem Venture Partners, Mr. Woodward was a Managing Director of Avalon Investments, an early-stage technology venture capital firm. Mr. Woodward has founded numerous technology companies, including Paracomp, which later became MacroMedia, Inc., one of the largest multimedia software companies in the world at its initial public offering, and Pulse Entertainment, the world’s leading 3D animation engine and tools company for mobile communications. Mr. Woodward sits on the board of directors of several private companies, including Axiom Microdevices, Solarflare, Buzznet, Wavestream and Planet A.T.E., and is Chairman of the Board of Pulse Entertainment. The Company believes that Mr. Woodward’s board and management experience in the consumer products and consumer electronics industries as well as his expertise in technology investment qualify him for service on the Board of Directors.

Stewart Halpern

     Mr. Halpern has been Chief Financial Officer of the Company since January 2007. Prior to joining the Company, Mr. Halpern served as Head of Finance of Rockstar Games, a division of Take Two Interactive Software, Inc., a publicly-traded video game publisher, since 2005. Prior to his service with Rockstar Games, from 2002 to 2005, Mr. Halpern was Managing Director, Entertainment Equity Research at RBC Capital Markets, where he covered the video game and entertainment industries. In addition, Mr. Halpern has held sell-side research positions at Banc of America Securities and ING Barings Furman Selz LLC, and, previously served for eight years in the investment banking department at Credit Suisse First Boston. Mr. Halpern also served for three years as the Chief Financial Officer of Rush Communications. Mr. Halpern earned a Bachelor of Science in Administrative Sciences from Yale College. He also earned a Masters of Public and Private Management degree from Yale School of Management.

Whitney Peterson

     Mr. Peterson has been Vice President Corporate Development and General Counsel for Mad Catz, Inc. since July 1998. Prior to joining Mad Catz, Inc., Mr. Peterson spent seven years working at the international law firm of Latham & Watkins, where he represented and consulted with numerous Fortune 500 companies. Mr. Peterson received his law degree from the J. Rueben Clark School of Law at Brigham Young University, where he graduated Magna Cum Laude. Mr. Peterson also served as an Articles Editor on the BYU Law Review in which he was published. Following law school, Mr. Peterson clerked for the Honorable Bruce S. Jenkins, Chief Judge of the Federal District Court in Utah.

Brian Andersen

     Mr. Andersen has been Chief Operating Officer for the Company and Mad Catz, Inc. since June 2010. Prior to his appointment at Chief Operating Officer, Mr. Andersen held a number of positions within the Company’s European operations, including Category Manager until July 2003, Director of Operations from July 2003 until July 2005 and most recently European General Manager since July 2005. Prior to joining the Company, Mr. Andersen worked as European Stock Controller for Recoton Corp., the parent company of InterAct Accessories, and Financial Controller for Apost in Denmark, which has since been acquired by DHL International GmbH. Mr. Andersen has completed the International Business Studies at Koege Handelsskole, Denmark.

     There are no family relationships among any executive officers or directors of the Company.

Audit Committee

     The Board has a standing Audit Committee which operates pursuant to a written charter adopted by the Board. The Audit Committee was established in accordance with the requirements of Section 3(a)(58)(A) of the Securities Exchange Act of 1934 and National Instrument 52-110—Audit Committees. The Audit Committee selects and engages the Company’s independent auditors, reviews the scope of audit engagements, reviews management letters of such auditors and management’s response thereto, approves professional services provided by such auditors, reviews the independence of such auditors, reviews any major accounting changes made or contemplated, considers the range of audit and non-audit fees, reviews the adequacy of the Company’s internal accounting controls and annually reviews its charter and submits any recommended changes to the Board for its consideration. The Audit Committee consists of three members: Thomas R. Brown (Chairman), Robert J. Molyneux and William Woodward. The Board has determined that each member of the Audit Committee is “independent” and meets the financial literacy requirements of the NYSE Amex listing standards, that each member of the Audit Committee meets the enhanced independence standards established by the United States Securities and Exchange Commission (“SEC”) and that Mr. Brown qualifies as an “audit committee financial expert” as that term is defined in the rules and regulations established by the SEC. The Audit Committee held six meetings in the fiscal year ended March 31, 2010.

Shareholder Nominations of Directors

     The Board of Directors performs the functions associated with a nominating committee. The Company’s independent directors make recommendations to the full Board for nominations to fill vacancies on the Board and for selecting the management nominees for the directors to be elected by the Company’s shareholders at each Annual Meeting. The Board believes this process is preferable to a standing nominating committee because it wishes to involve all of its independent directors in the nomination process. The Board of Directors may from time to time consider qualified nominees recommended by shareholders, who may submit recommendations to the Board of Directors through a written notice to the Company’s Corporate Secretary at the principal executive offices of the Company, 7480 Mission Valley Road, Suite 101, San Diego, California within the time frames required by the Company’s bylaws and applicable law. Nominees for director who are recommended by shareholders will be evaluated in the same manner as any other nominee for director.

Section 16(a) Beneficial Ownership Reporting Compliance

     Each director, executive officer of the Company, and person who owns more than 10% of a registered class of the Company’s equity securities is required by Section 16(a) of the Securities Exchange Act of 1934 to report to the Securities and Exchange Commission (the “SEC”) his or her transactions in the Company’s securities. Regulations promulgated by the SEC require the Company to disclose in this Management Proxy Circular and Proxy Statement

any reporting violations with respect to the 2010 fiscal year, which came to the Company’s attention based on a review of the applicable filings required by the SEC to report such status as an officer or director or such changes in beneficial ownership as submitted to the Company. These statements are based solely on a review of the copies of such reports furnished to the Company by its officers, directors and security holders and a representation that such reports accurately reflect all reportable transactions as holdings. The Company believes that its directors and executive officers, and persons who beneficially own more than 10% of a registered class of its equity securities, have complied with all filing requirements of Section 16(a) applicable to such persons for fiscal year ended March 31, 2010.

Code of Ethics

     The Company’s Board has adopted a formal mandate outlining its responsibilities. The Directors’ Code of Conduct and the Code of Conduct for the Company’s employees have also been implemented. The mandate and the codes of conduct are available on the Company’s website at www.madcatz.com. The Company intends to satisfy the disclosure requirement under Form 8-K regarding (1) any amendments to its Codes of Conduct, or (2) any waivers under its Codes of Conduct relating to the Chief Executive Officer and Chief Financial Officer by posting such information on our website at www.madcatz.com.

Item 11. Executive Compensation.

Summary Compensation Table

     The table below summarizes the total compensation paid or earned by the Company’s Chief Executive Officer and each of its two other most highly compensated executive officers, the named executive officers, for the fiscal years ended March 31, 2009 and March 31, 2010.

														Option				All Other
Name and Principal Position		Year				Salary				Bonus(1)				Awards(2)				Compensation				Total
Darren Richardson President,			2010			$	398,996			$	239,398			$	33,000			$	16,902	(3)(4)		$	688,296
Chief Executive Officer and Director			2009				398,728				232,425			$	138,000				16,566	(3)(4)			785,719
Stewart Halpern			2010				259,412			$	129,706				0				5,587	(4)			394,705
Chief Financial Officer			2009				259,237				94,446				92,000				5,585	(4)			451,268
Whitney Peterson			2010				259,412				129,706				33,000				7,851	(4)			429,969
Vice President and General Counsel			2009				259,237				125,928				92,000				8,100	(4)			485,265

Employment Contracts; Potential Payments Upon Termination or Change-in-Control

     Certain of the Company’s executive officers whose compensation is required to be reported in the Summary Compensation Table are parties to written employment agreements with the Company. Among other things, these employment agreements contain severance and other provisions that will provide for payments to the executive officer following termination of employment with the Company. A summary of the employment agreements with our executive officers follows:

Darren Richardson

     The Company is party to an employment agreement with Mr. Richardson, pursuant to which Mr. Richardson serves as President and Chief Executive Officer of the Company and Mad Catz, Inc. Under the terms of the amended employment agreement, Mr. Richardson’s annual base salary is currently $410,966. The agreement provides for a three-year term and thereafter automatically renews for successive one-year periods unless either party gives prior notice of termination. The agreement has been extended for a one-year period. If, during the term of the agreement, there is a termination of employment without cause or in certain other specified circumstances, Mr. Richardson will be entitled to receive one year’s salary. These specified circumstances include where there has occurred a change of control in the Company or its wholly owned subsidiary Mad Catz, Inc.

Stewart Halpern

     The Company is party to an employment agreement with Stewart Halpern, pursuant to which Mr. Halpern serves as Chief Financial Officer of the Company and Mad Catz, Inc. Under the terms of the employment agreement, Mr. Halpern’s annual base salary is currently $267,194. The agreement provides for a three-year term and thereafter automatically renews for successive one-year periods unless either party gives prior notice of termination. If, during the term of the agreement, there is a termination of employment either without cause or in certain other specified circumstances, Mr. Halpern will be entitled to receive one year’s salary. These specified circumstances include where there has occurred a change of control in Mad Catz or its subsidiary Mad Catz, Inc.

Whitney Peterson

     The Company is party to an employment agreement with Whitney Peterson, pursuant to which Mr. Peterson serves as Vice President Corporate Development and General Counsel of Mad Catz, Inc. Under the terms of the employment agreement, Mr. Peterson’s annual base salary is currently $267,194. The agreement provides for a three-year term and thereafter automatically renews for successive one-year periods unless either party gives prior notice of termination. If, during the term of the agreement, there is a termination of employment either without cause or in certain other specified circumstances, Mr. Peterson will be entitled to receive one year’s salary. These specified circumstances include where there has occurred a change of control in Mad Catz or its subsidiary Mad Catz, Inc.

Outstanding Equity Awards at Fiscal Year-End

     The following table contains information regarding unexercised options for each named executive officer outstanding as of March 31, 2010.

		Option Awards
		Number of Securities				Number of Securities
		Underlying				Underlying
		Unexercised Options				Unexercised Options				Option Exercise				Option Expiration
Name		Exercisable				Unexercisable				Price				Date
Darren Richardson			300,000				—				C$0.46				09/20/2016
			427,083				72,917				C$0.56				10/13/2016
			137,500				62,50			$	1.23				06/07/2017
			112,500				187,500			$	0.47				09/30/2018
			—				150,000			$	0.33				09/5/2019
Stewart Halpern			174,167				45,833				C$0.78				01/16/2017
			103,125				46,875			$	1.23				06/07/2017
			75,000				125,000			$	0.47				09/30/2018
Whitney Peterson			160,000				—				C$0.46				09/20/2016
			149,479				25,521				C$0.56				10/13/2016
			89,375				40,625			$	1.23				06/07/2017
			75,000				125,000			$	0.47				09/30/2018
			—				150,000			$	0.33				09/5/2019

Compensation of Directors

     The following table shows all the fees earned or cash paid by the Company during the fiscal year ended March 31, 2010 to the Company’s non-employee directors. No option and restricted stock awards, long-term incentive plan payouts or other types of payments, other than the amount identified in the chart below, were paid to these directors during the fiscal year ended March 31, 2010.

		Fees Earned or				Option
Name		Paid in Cash				Awards(1)				Total
Thomas R. Brown		$	95,500			$	5,500			$	101,000
Robert J. Molyneux		$	65,815			$	5,500			$	71,315
William Woodward		$	56,500			$	5,500			$	62,000

     The Company’s non-employee directors receive the following compensation for board service: $50,000 annual retainer; $20,000 additional annual retainer to the Chairman of the Board; and $10,000 additional annual retainer to the Audit Committee chair. In addition, non-employee directors receive $2,500 for each Board meeting attended in person, $500 for each Board meeting attended by telephone that is shorter than two hours and $1,000 for each Board meeting attended by telephone that is longer than two hours. Audit Committee Members also receive $1,500 for each committee meeting attended. Non-employee directors also receive an annual option grant of 25,000 shares of Common Stock.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Security Ownership of Certain Beneficial Owners and Management

     As of July 29, 2010, 55,098,549 shares of Common Stock of the Company have been issued and are outstanding as fully paid and non-assessable, and carry a right to one vote per share. The following table sets forth certain information regarding beneficial ownership of or control or direction, directly or indirectly, over the Company’s Common Stock as of July 29, 2010, by (i) each shareholder known by the Company to be a beneficial owner of more than 5% of any class of the Company’s voting securities or to the knowledge of the Company’s directors and executive officers, any person or company that beneficially owns or controls or directs, directly or indirectly, over 10% or more of the shares of the Company, (ii) each director and director nominee of the Company, (iii) the Chief Executive Officer and each additional executive officer named in the summary compensation table under “Executive Compensation” below and (iv) all directors, director nominees and executive officers of the Company as a group. The Company believes that, except as otherwise noted, each individual named has sole investment and voting power with respect to the shares of Common Stock indicated as beneficially owned by such

individual. Unless otherwise indicated, the business address of each named person is c/o Mad Catz, Inc., 7480 Mission Valley Road, Suite 101, San Diego, California 92108.

		Number of Shares
		Beneficially Owned,				Percent of
		Controlled or Directed,				Common Stock
Beneficial Owner		Directly or Indirectly(1)				Outstanding(2)
GUYMONT SERVICES SA, as trustee of The Winkler Atlantic Trust
c/o: HSBC Guyerzeller Trust Company AG Splugenstrasse 6 CH-8027 Zurich Switzerland(3)			10,217,744				15.6	%
Renaissance Technologies LLC
800 Third Avenue
New York, NY 10022(4)			2,845,800				5.2	%
Thomas R. Brown			300,000					*
Robert J. Molyneux			250,000					*
William Woodward			182,360					*
Darren Richardson			1,711,250				3.0	%
Stewart Halpern			811,667				1.5	%
Whitney Peterson			1,026,458				1.8	%
All Officers and Directors as a Group (7 persons)			4,553,402				7.6	%

Equity Compensation Plan Information

     The following table sets forth information regarding all of the Company’s equity compensation plans as of March 31, 2010.

										Number of Securities
										remaining available for future
		Number of securities to				Weighted-average				issuance under
		be issued upon exercise				exercise price of				equity compensation plans
		of outstanding options,				outstanding options,				(excluding securities reflected
Plan category		warrants, and rights				warrants, and rights				in Column (a))
Equity compensation plans approved by security holders			7,575,900	(1)		$	0.58				841,600
Equity compensation plans not approved by security holders			0				0				0
Total			7,575,900			$	0.58				841,600

Item 13. Certain Relationships and Related Transactions, and Director Independence.

Related Party Transactions

     From April 1, 2009 to the present, there have been no (and there are no currently proposed) transactions in which the amount involved exceeded $120,000 to which the Company or any of its subsidiaries was (or is to be) a participant and in which any executive officer, director, nominee for director, 5% beneficial owner of the Company’s Common Stock or member of the immediate family of any of the foregoing persons had (or will have) a direct or indirect material interest.

Director Independence

     The Company’s Board of Directors consists of four members. Three of our current directors are independent under the requirements set forth in the NYSE Amex listing rules and CSA National Instrument 58-101 — Disclosure of Corporate Governance Practices. For a director to be considered independent, the Board must determine that the director does not have a material relationship with the listed company that would interfere with the exercise of independent judgment. The Board has established guidelines to assist it in determining director independence, which conform to the independence requirements of the NYSE Amex listing rules and CSA National Instrument 58-101 — Disclosure of Corporate Governance Practices. In addition to applying these independence guidelines, the Board considers all relevant facts and circumstances in making an independence determination, and not merely from the standpoint of the director, but also from that of persons or organizations with which the director has an affiliation. The Board has determined that Messrs. Brown, Molyneux and Woodward are independent.

Item 14. Principal Accountant Fees and Services.

Audit Fees for Fiscal 2009 and 2010

     The aggregate fees billed to the Company by KPMG LLP, the Company’s Independent Registered Public Accounting Firm and Auditor, for the fiscal years ended March 31, 2010 and 2009 were as follows:

		2010				2009
Audit Fees (1)		$	743,500			$	953,000
Audit-Related Fees			—				—
Tax Fees (2)		$	132,000			$	315,000
All Other Fees			—				—

     The Audit Committee has considered whether the provision of non-audit services is compatible with maintaining the independence of KPMG LLP and has concluded that the provision of such services is compatible with maintaining the independence of the Company’s auditors.

Audit Committee Policy Regarding Pre-Approval of Audit and Permissible Non-Audit Services of the Company’s Independent Auditors

     The Company’s Audit Committee has established a policy that all audit and permissible non-audit services provided by the independent auditors will be pre-approved by the Audit Committee. These services may include audit services, audit-related services, tax services and other services. The Audit Committee considers whether the provision of each non-audit service is compatible with maintaining the independence of the Company’s auditors. Pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent auditors and management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent auditors in accordance with this pre-approval, and the fees for the services performed to date.

PART IV

Item 15. Exhibits and Financial Statement Schedules.

     Part IV of the Original Filing is hereby amended solely to add the following exhibits required to be filed in connection with this Amendment No. 1 to Annual Report on Form 10-K/A.

     (a)   3. Exhibits required by Item 601 of Regulation S-K

Exhibit
Number		Description
31.1		Certifications of Registrant’s Chief Executive Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002
31.2		Certifications of Registrant’s Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

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 on this 29^th day of July 2010.