Attached files
| file | filename |
|---|---|
| EX-31.1 - REMEDENT, INC. | v197200_ex31-1.htm |
| EX-32.1 - REMEDENT, INC. | v197200_ex32-1.htm |
| EX-32.2 - REMEDENT, INC. | v197200_ex32-2.htm |
| EX-10.33 - REMEDENT, INC. | v197200_ex10-33.htm |
| EX-10.34 - REMEDENT, INC. | v197200_ex10-34.htm |
| EX-31.2 - REMEDENT, INC. | v197200_ex31-2.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
AMENDMENT
NO. 1 TO
FORM
10-K/A
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þ
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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 March 31, 2010
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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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Commission
File Number 001-15975
REMEDENT,
INC.
(Name of
small business issuer as specified in its charter)
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Nevada
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86-0837251
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(State
or other jurisdiction of
incorporation
or organization)
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(I.R.S.
Employer
Identification
Number)
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|
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Xavier
de Cocklaan 42, 9831 Deurle, Belgium
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N/A
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|
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(Address
of principal executive offices)
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(Zip
code)
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011-329-321-70-80
(Issuer’s
telephone number, including area code)
Securities
registered pursuant to Section 12(b) of the Act: None
Securities
registered pursuant to Section 12(g) of the Act:
Common Stock, no par value
per share
(Title of
Class)
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.
Yes
¨ No
þ
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
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 issuer
was required to file such reports), and (2) has been subject to such filing
requirements for the past
90 days.
Yes þ
No ¨
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, 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) 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. ¨
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 the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act. (Check one):
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Large
accelerated filer
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¨
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Accelerated
filer
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¨
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Non-accelerated
filer
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¨
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Smaller
reporting company
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þ
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(Do
not check if a smaller reporting company)
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||||
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
Yes ¨ No þ
The
aggregate market value of voting stock held by non-affiliates computed by
reference to the price at which the common equity was last sold as of the last
business day of the registrant’s most recently completed second fiscal quarter,
September 30, 2009, was $6,657,135.75. For purposes of this
computation, it has been assumed that the shares beneficially held by directors
and officers of registrant were “held by affiliates” and this assumption is not
to be deemed to be an admission by such persons that they are affiliates of
registrant.
The
number of shares of registrant’s common stock outstanding as
of September 15, 2010 was 19,995,969.
Documents incorporated by
reference: None.
Transitional Small Business
Disclosure Format (Check one): Yes ¨
No R
We are filing this Amendment No.
1 on Form 10-K/A (this “Amendment”) solely for the purpose of amending the
disclosure to Exhibits 10.33 and 10.34 in Part IV, Item 15(b) Exhibits, of our
Annual Report on Form 10-K for the fiscal year ended March 31, 2010 (the
“Original Filing”), filed with the Securities and Exchange Commission (the
“SEC”) on July 13, 2010, in response to communications received from
the SEC in connection with our confidential treatment request with
respect to Exhibits 10.34 and 10.35. Accordingly, this Amendment includes the
Exhibits 10.33 and 10.34, without any redactions, which replaces the
exhibits previously filed under the same exhibit number in the Original Filing.
Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended
(“Rule 12b-15”), this Amendment contains the complete text of the information
incorporated into Item 15, as amended. In addition, as required by
Rule 12b-15, new certifications of our principal executive officer and
principal financial officer are also being filed and/or furnished as exhibits to
this Amendment.
Except as described above, we have not
modified or updated other disclosures presented in the Original Filing. This
Amendment does not amend, update or change the financial statements or any other
disclosures in the Original Filing and does not reflect events occurring after
the filing of the Original Filing. This Amendment should be read in conjunction
with our filings with the SEC subsequent to the filing of the Original
Filing.
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(a)(1)
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Financial
Statements.
Consolidated
balance sheet as of March 31, 2010 and March 31, 2009, and the
related consolidated statements of operations, stockholders’ equity, cash
flows, and comprehensive loss for each of the years in the 2 year period
ended March 31, 2010.
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(a)(2)
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Schedules.
All
schedule have been omitted because they are not required, not applicable,
or the information is otherwise set forth in the consolidated financial
statements or the notes thereto.
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(a)(3)
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Exhibit
List.
See
Item 15(b) below
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(b)
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Exhibits
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Exhibit No.
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Description
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2.1
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Stock
Exchange Agreement with Resort World Enterprises, Inc. (1)
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3.1
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Articles
of Incorporation of Jofran Confectioners International, Inc., a
Nevada
corporation, dated July 31, 1986 (1)
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||
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3.2
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Amendment
to Articles of Incorporation changing name from Jofran Confectioners
International, Inc., a Nevada corporation, to Cliff Typographers,
Inc.,
a Nevada corporation, dated July 31, 1986 (1)
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||
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3.3
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Amendment
to Articles of Incorporation changing name from Cliff Typographers,
Inc., a Nevada corporation, to Cliff Graphics International, Inc.,
a
Nevada corporation, dated January 9, 1987 (1)
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||
- 2
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3.4
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Amendment
to Articles of Incorporation changing name from Cliff Graphics
International,
Inc., a Nevada corporation, to Global Golf Holdings, Inc., a Nevada
corporation, dated March 8, 1995 (1)
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||
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3.5
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Amendment
to Articles of Incorporation changing name from Global Golf Holdings,
Inc., a Nevada corporation, to Dino Minichiello Fashions, Inc., a
Nevada
corporation, dated November 20, 1997 (1)
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3.6
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Amendment
to Articles of Incorporation changing name from Dino Minichiello
Fashions,
Inc., a Nevada corporation, to Resort World Enterprises, Inc., a
Nevada
corporation, dated August 18, 1998 (1)
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3.7
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Amendment
to Articles of Incorporation changing name from Resort World Enterprises,
Inc., a Nevada corporation, to Remedent, Inc., dated October 5,
1998
(1)
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3.8
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Amended
and Restated Articles of Incorporation changing name from Remedent,
USA, Inc. to Remedent, Inc. and to effect a one-for-twenty reverse
stock
split on June 3, 2005 (2)
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3.9
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Amended
and Restated Bylaws (2)
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4.1
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Specimen
of Stock Certificate (3)
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4.2
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Form
of Subscription Agreement (4)
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4.3
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Form
of Warrant for Common Stock (4)
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4.4
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Form
of Registration Rights Agreement (4)
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4.5
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Form
of Warrant for Unit (5)
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4.6
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Form
of Warrant for Common Stock (10)
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4.7
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Form
of Warrant dated August 24, 2008 for Den-Mat Holdings, LLC (18)
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4.8
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Form
of Stock Purchase Agreement dated August 24, 2008 (18)
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10.1
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Incentive
and Nonstatutory Stock Option Plan, dated May 29, 2001 (1)
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10.2
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2004
Incentive and Nonstatutory Stock Option Plan (5)
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10.3
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Amendment
to Line of Credit Agreement by and Between Remedent, N.V. and Fortis
Bank dated May 3, 2005, subject to General Terms and Conditions (6)
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10.4
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Warrant
dated July 6, 2005 (4)
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- 3
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10.5
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Amendment
to Warrant (5)
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10.6
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Employment
Agreement between Remedent N.V. and Philippe Van Acker (3)
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10.7
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Lease
Agreement dated December 20, 2001 (3)
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10.8
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Fortis
Bank General Lending Conditions for Corporate Customers (“General
Terms
and Conditions”) (7)
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10.9
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Line
of Credit Agreement by and between Remedent, N.V. and Fortis Bank
dated
September 8, 2004, subject to the General Terms and Conditions (7)
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10.10
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Amendment
to Line of Credit Agreement by and Between Remedent, N.V. and Fortis
Bank dated March 13, 2006, subject to the General Terms and Conditions
(8)
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10.11
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Amendment
to Line of Credit Agreement by and Between Remedent, N.V. and Fortis
Bank dated September 1, 2006, subject to the General Terms and
Conditions
(9)
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10.12
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Purchase
Agreement between Remedent, Inc. and certain Investors, dated June
20, 2007 (10)
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10.13
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Registration
Rights Agreement between Remedent, Inc. and certain Investors,
dated
June 20, 2007 (10)
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10.14
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Waiver
Agreement between Remedent, Inc. and Consenting Holders, dated
October
18, 2007 (11)
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10.15
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Limited
Liability Company Merger and Equity Reallocation Agreement between
Remedent NV and IMDS, LLC, dated July 15, 2007 (12)
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10.16
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Distribution
Agreement, dated April 10, 2008, by and between Remedent N.V. and
Glamtech USA, Inc. (14)
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10.17
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Factoring
Agreement between Remedent, Inc. and First Community Financial,
a
division of Pacific Western Bank, dated April 24, 2008 (15)
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10.18
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Validity
Agreement between certain officers and directors of Remedent, Inc.
and
First Community Financial, a division of Pacific Western Bank, dated
April
24, 2008 (15)
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10.19
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Distribution
Agreement, dated June 30, 2008, by and between Remedent, Inc. and
SensAble Technologies, Inc. (16)
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10.20
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Distribution,
License and Manufacturing Agreement, dated August 24, 2008, by
and
between Remedent, Inc., Remedent N.V. and Den-Mat Holdings,
LLC (17)
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- 4
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10.21
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Form
of Registration Rights Agreement dated August 24, 2008 between
Remedent,
Inc. and Den-Mat Holdings, LLC (17)
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10.22
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Rescission
Agreement, dated August 24, 2008, by and between Remedent, Inc.,
Remedent
N.V. and Glamtech-USA, Inc. (17)
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10.23
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Contribution
Agreement between Remedent, Inc., and Sylphar USA, Inc., dated
December
10, 2008 (18)
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10.24
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Share
Purchase Agreement between Remedent Inc., and Remedent N.V., dated
December
10, 2008 (18)
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10.25
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Deed
of Contribution of Shares between Remedent Inc., and Remedent OTC
B.V.,
dated December 10, 2008 (18)
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10.26
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Share
Purchase Agreement between Robin List and Remedent, Inc., dated
December
10, 2008 (18)
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10.27
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Investment
and Shareholders Agreement, dated December 11, 2008, between Remedent
OTC B.V., Concordia Fund B.V., Remedent, Inc., Robin List, Sylphar
Holding B.V. and The Existing OTC Subsidiaries (18)
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10.28
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Unsecured
Promissory Note between Sylphar N.V. and Remedent N.V., dated December
10, 2008 (18)
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10.29
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Voting
Agreement between Remedent, Inc., and Robin List, dated December
10,
2008 (18)
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10.30
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Amended
and Restated Distribution, License and Manufacturing Agreement
dated
June 3, 2009 by and among Remedent, Inc., Remedent N.V. and Den-Mat
Holdings,
LLC (23)
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10.31
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First
Fit-Crown Distribution and License Agreement dated June 3, 2009 by and
among
Remedent, Inc., Remedent N.V. and Den-Mat Holdings, LLC (23)
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10.32
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Amendment
No. 1 to Amended and Restated Distribution, License and Manufacturing
Agreement dated August 11, 2009 (24)
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10.33
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Amendment
No. 1 to First Fit Crown Distribution and License
Agreement*
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10.34
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Amendment
No. 2 to the Amended and Restated Distribution, License and Manufacturing
Agreement*
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14.1
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Code
of Ethics, adopted March 25, 2003 (22)
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21.1
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List
of Subsidiaries (21)
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23.1
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Consent
of PKF Bedrijfsrevisoren, Antwerp, Belgium (25)
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- 5
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31.1
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Certifications
of the Chief Executive Officer under Section 302 of the Sarbanes-Oxley
Act.*
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31.2
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Certifications
of the Chief Financial Officer under Section 302 of the Sarbanes-Oxley
Act.*
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32.1
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Certifications
of the Chief Executive Officer under Section 906 of the Sarbanes-Oxley
Act.*
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32.2
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Certifications
of the Chief Financial Officer under Section 906 of the Sarbanes-Oxley
Act.*
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*
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___________________________________________________
Filed
herewith
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(1)
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Incorporated
by reference from Registration Statement on Form SB-2 filed with the SEC
on July 24,
2002.
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(2)
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Incorporated
by reference from Form 8-K filed with the SEC on June 8,
2005.
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(3)
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Incorporated
by reference from Form SB-2 filed with the SEC on August 4,
2005.
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(4)
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Incorporated
by reference from Form 8-K filed with the SEC on July 11,
2005.
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(5)
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Incorporated
by reference from Form SB-2/A filed with the SEC on October 26,
2005.
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(6)
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Incorporated
by reference from Form 10-KSB filed with the SEC on July 14,
2005.
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(7)
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Incorporated
by reference from Form 10-KSB/A2 filed with the SEC on June 11,
2007.
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(8)
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Incorporated
by reference from Form 10-KSB/A filed with the SEC on June 11,
2007.
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(9)
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Incorporated
by reference from Form 10-QSB/A filed with the SEC on June 11,
2007.
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(10)
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Incorporated
by reference from Form 8-K filed with the SEC on June 27,
2007.
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(11)
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Incorporated
by reference from Form SB-2/A2 filed with the SEC on October 19,
2007.
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(12)
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Incorporated
by reference from Form 10-QSB filed with the SEC on November 19,
2007.
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(13)
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Incorporated
by reference from Form 8-K filed with the SEC on December 19,
2007.
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(14)
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Incorporated
by reference from Form 8-K filed with the SEC on April 15,
2008.
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(15)
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Incorporated
by reference from Form 8-K filed with the SEC on April 30,
2008.
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(16)
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Incorporated
by reference from Form 8-K filed with the SEC on July 7,
2008.
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(17)
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Incorporated
by reference from Form 8-K filed with the SEC on August 28,
2008.
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(18)
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Incorporated
by reference from Form 8-K filed with the SEC on December 16,
2008.
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(19)
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Incorporated
by reference from Form SB-2 filed with the SEC on July 20,
2007.
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(20)
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Incorporated
by reference from Form SB-2/A filed with the SEC on October 26,
2005.
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(21)
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Incorporated
by reference from Post Effective Amendment No. 1 to Form SB-2 on Form S-1
filed with
the SEC on April 22, 2009.
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(22)
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Incorporated
by reference from Form 10-KSB filed with the SEC on July 15,
2003.
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(23)
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Incorporated
by reference from Form 10-K filed with the SEC on June 29,
2009.
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(24)
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Incorporated
by reference from Form 8-K filed with the SEC on August 16,
2009.
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(25)
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Incorporated
by reference from Form 10-K feed with the SEC on July 13,
2010.
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- 6
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SIGNATURES
In
accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”) the Registrant caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
|
REMEDENT,
INC.
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Dated:
September 23, 2010
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/s/
Guy De Vreese
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By:
Guy De Vreese
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Its:
Chief Executive Officer (Principal Executive
|
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Officer)
and Director
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Dated:
September 23, 2010
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/s/
Stephen Ross
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By:
Stephen Ross
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Its:
Chief Financial Officer (Principal Financial
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||
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Officer
and Principal Accounting Officer) and
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Director
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In
accordance with the Exchange Act, this report has been signed by the following
persons on behalf of the registrant and in the capacities and on the dates
indicated.
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Dated:
September 23, 2010
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/s/
Guy De Vreese
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Guy
De Vreese , Chief
Executive Officer,
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Chairman
of the Board of Directors
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Dated:
September 23, 2010
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/s/
Stephen Ross
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Stephen
Ross, Director and Chief Financial
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Officer (Principal
Financial Officer and
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Principal
Accounting Officer)
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Dated:
September 23, 2010
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/s/
Philippe Van Acker
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Philippe
Van Acker, Director and Chief
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Accounting
Officer
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Dated:
September 23, 2010
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/s/
Fred Kolsteeg
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Fred
Kolsteeg, Director
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