Attached files
file | filename |
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EX-31.4 - EX-31.4 - DemandTec, Inc. | f57121exv31w4.htm |
EX-31.3 - EX-31.3 - DemandTec, Inc. | f57121exv31w3.htm |
EX-23.1 - EX-23.1 - DemandTec, Inc. | f57121exv23w1.htm |
Table of Contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
(Amendment No. 1)
þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended February 28, 2010
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number 001-33634
DemandTec, Inc.
(Exact Name of Registrant as
Specified in Its Charter)
Delaware (State or Other Jurisdiction of Incorporation or Organization) |
94-3344761 (I.R.S. Employer Identification Number) |
One Franklin Parkway, Building 910
San Mateo, California 94403
(Address of Principal Executive Offices)
San Mateo, California 94403
(Address of Principal Executive Offices)
(650) 645-7100
(Registrants Telephone Number)
(Registrants Telephone Number)
Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of Each Class | Name of Each Exchange on Which Registered | |
Common Stock, par value $0.001 per share | The NASDAQ Stock Market LLC (NASDAQ Global Market) |
Securities registered pursuant to Section 12(g) of the Exchange Act:
None
None
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 Section 15(d) of the Exchange 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 Exchange Act 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 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 during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such files). Yes o No
o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best of registrants
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. þ
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):
Large accelerated filer o | Accelerated filer þ | Non-accelerated filer o (Do not check if a smaller reporting company) |
Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act). Yes o No þ
As of August 31, 2009, the last business day of the registrants most recently completed
second fiscal quarter, the aggregate market value of shares of the registrants common stock held
by non-affiliates of the registrant (based upon the closing sale price of $8.47 per share on the
NASDAQ Global Market on such date) was approximately $154.0 million.
As of April 15, 2010, there were 29,954,740 shares of the registrants common stock
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
DemandTec, Inc.
Table of Contents
Explanatory Note | 3 | |||||||
PART IV |
||||||||
Exhibits, Financial Statement Schedules | 4 | |||||||
SIGNATURES | 7 | |||||||
EX-23.1 | ||||||||
EX-31.3 | ||||||||
EX-31.4 |
2
Table of Contents
EXPLANATORY NOTE
DemandTec, Inc. (the Company) is filing this Amendment No. 1 (Amendment) on Form 10-K/A to
amend its Annual Report on Form 10-K for the fiscal year ended February 28, 2010 (Form 10-K) as
originally filed with the Securities and Exchange Commission on April 23, 2010. No revisions are
being made to the Companys financial statements and except as described below, this Amendment does
not reflect events occurring after the filing of the Form 10-K and no other changes are being made
to any other disclosure contained in the Form 10-K.
This Amendment is an exhibit-only filing in response to comments received from the staff of
the Securities and Exchange Commission requesting a signed consent from the Companys independent
registered public accounting firm. This Amendment is being filed solely to re-file Exhibit 23.1.
Except for the changes to Exhibit 23.1, this Amendment does not otherwise update any exhibits as
originally filed. In addition, as required by Rule 12b-15 under the Securities Exchange Act of
1934, as amended, new certifications by our principal executive officer and principal financial
officer are filed as exhibits to this Amendment.
3
Table of Contents
PART IV
Item 15. | Exhibits, Financial Statement Schedules |
(a) The following documents are filed as part of this Amendment or as part of the Form 10-K:
1. Financial Statements: See Index to Consolidated Financial Statements in Part II, Item 8 of the Form 10-K.
2. Financial Statement Schedules: The following financial statement schedule was filed as part of the Form 10-K:
Schedule II: Valuation and Qualifying Accounts
The Financial Statement Schedules not listed have been omitted because they are not applicable
or are not required or the information required to be set forth herein is included in the
Consolidated Financial Statements or Notes thereto.
3. Exhibits: The following exhibits are incorporated by reference herein or filed
herewith:
EXHIBITS
Incorporated by Reference | ||||||||||||||||
Date of | ||||||||||||||||
Exhibit | First | Exhibit | Filed | |||||||||||||
Number | Exhibit Description | Form | File No. | Filing | Number | Herewith | ||||||||||
3.1 | Restated Certificate of Incorporation
|
S-1/A | 333-143248 | 07/20/07 | 3.2 | |||||||||||
3.2 | Amended and Restated Bylaws of DemandTec, Inc.
|
S-1/A | 333-143248 | 07/20/07 | 3.4 | |||||||||||
10.1 | Form of Indemnification Agreement between the
Registrant and each of its directors and
executive officers and certain key employees*
|
S-1/A | 333-143248 | 07/20/07 | 10.1 | |||||||||||
10.2 | DemandTec, Inc. 1999 Equity Incentive Plan, as
amended, and forms of agreements thereunder*
|
S-1 | 333-143248 | 07/20/07 | 10.2 | |||||||||||
10.3 | DemandTec, Inc. 2007 Equity Incentive Plan*
|
S-1 | 333-143248 | 07/20/07 | 10.3 | |||||||||||
10.4 | DemandTec, Inc. 2007 Employee Stock Purchase
Plan, as amended*
|
S-8 | 333-165908 | 04/06/10 | 99.2 | |||||||||||
10.5 | Lease dated as of September 21, 2009 between
DemandTec, Inc. and Franklin Templeton
Companies, LLC
|
8-K | 09/25/09 | 10.1 | ||||||||||||
10.6 | Offer Letter with Daniel R. Fishback, dated
June 1, 2001, as amended*
|
S-1 | 333-143248 | 05/24/07 | 10.6 | |||||||||||
10.7 | Amendment, dated December 10, 2008, to Offer
Letter with Daniel R. Fishback*
|
10-K | 4/23/09 | 10.7 | ||||||||||||
10.8 | Offer Letter with Mark A. Culhane, dated July
20, 2001, as amended*
|
S-1 | 333-143248 | 05/24/07 | 10.7 | |||||||||||
10.9 | Amendment, dated December 10, 2008, to Offer
Letter with Mark A. Culhane*
|
10-K | 4/23/09 | 10.9 |
4
Table of Contents
Incorporated by Reference | ||||||||||||||||
Date of | ||||||||||||||||
Exhibit | First | Exhibit | Filed | |||||||||||||
Number | Exhibit Description | Form | File No. | Filing | Number | Herewith | ||||||||||
10.10 | Offer Letter with Ronald E. F. Codd, dated
March 1, 2007*
|
S-1 | 333-143248 | 05/24/07 | 10.11 | |||||||||||
10.11 | Offer Letter with Linda Fayne Levinson, dated
April 27, 2005, as amended*
|
S-1 | 333-143248 | 05/24/07 | 10.12 | |||||||||||
10.12 | Offer Letter with Victor L. Lund, dated March
22, 2005, as amended*
|
S-1 | 333-143248 | 05/24/07 | 10.13 | |||||||||||
10.13 | Offer Letter with Joshua W. R. Pickus, dated
March 1, 2007*
|
S-1 | 333-143248 | 05/24/07 | 10.14 | |||||||||||
10.14 | Offer Letter with Charles J. Robel, dated
September 12, 2006, as amended*
|
S-1 | 333-143248 | 05/24/07 | 10.15 | |||||||||||
10.15 | Offer Letter with William R. Phelps, dated May
29, 2007*
|
S-1/A | 333-143248 | 07/03/07 | 10.23 | |||||||||||
10.16 | Amendment, dated December 10, 2008, to Offer
Letter with William R. Phelps*
|
10-K | 04/24/09 | 10.16 | ||||||||||||
10.17 | Master Service Agreement, dated August 19,
2005, by and between the Registrant, Equinix
Operating Co., Equinix Inc. and Equinix
Pacific, Inc.
|
S-1 | 333-143248 | 05/24/07 | 10.16 | |||||||||||
10.18 | Amended and Restated Outsourcing Services
Agreement, dated May 1, 2006, by and between
the Registrant and Sonata Services Limited
|
S-1 | 333-143248 | 05/24/07 | 10.17 | |||||||||||
10.19 | First Amendment to Amendment and Restated
Outsourcing Services Agreement, dated as of
April 21, 2009, by and between the Registrant
and Sonata Services Limited
|
10-Q | 07/02/09 | 10.1 | ||||||||||||
10.20 | Loan and Security Agreement, dated April 9,
2008, by and between the Registrant and
Silicon Valley Bank
|
8-K | 04/14/08 | 10.1 | ||||||||||||
10.21 | Amendment No. 1 to Loan and Security
Agreement, dated as of May 7, 2009, by and
between the Registrant and Silicon Valley Bank
|
10-Q | 07/02/09 | 10.2 | ||||||||||||
10.22 | DemandTec, Inc. Management Cash Incentive Plan*
|
S-1/A | 333-143248 | 07/03/07 | 10.21 | |||||||||||
10.23 | DemandTec, Inc. Non-Employee Director
Compensation Policy, effective as of March 1,
2009*
|
10-Q | 07/02/09 | 10.3 | ||||||||||||
10.24 | Offer Letter with Ronald R. Baker, dated
November 9, 2007*
|
10-K | 04/25/08 | 10.21 | ||||||||||||
10.25 | Form of Stock Option Agreement under the
Registrants 2007 Equity Incentive Plan*
|
10-K | 04/25/08 | 10.23 | ||||||||||||
10.26 | Form of Stock Option Agreement for
Non-Employee Directors under the Registrants
2007 Equity Incentive Plan*
|
10-K | 04/25/08 | 10.24 | ||||||||||||
10.27 | Form of Fiscal Year 2010 PSU Agreement under
the Registrants 2007 Equity Incentive Plan*
|
10-Q | 07/02/09 | 10.4 | ||||||||||||
10.28 | Form of Fiscal Year 2009 PSU Agreement under
the Registrants 2007 Equity Incentive Plan*
|
10-K | 04/25/08 | 10.26 | ||||||||||||
10.29 | Form of Restricted Stock Unit Agreement under
the Registrants 2007 Equity Incentive Plan
For Grants Commencing December 2009*
|
X^ | ||||||||||||||
21.1 | List of Subsidiaries
|
X^ |
5
Table of Contents
Incorporated by Reference | ||||||||||||||||
Date of | ||||||||||||||||
Exhibit | First | Exhibit | Filed | |||||||||||||
Number | Exhibit Description | Form | File No. | Filing | Number | Herewith | ||||||||||
23.1 | Consent of Independent Registered Public
Accounting Firm
|
X# | ||||||||||||||
24.1 | Power of Attorney (contained in the signature
page to this Annual Report on Form 10-K)
|
X^ | ||||||||||||||
31.1 | Certification of the Chief Executive Officer
pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
|
X^ | ||||||||||||||
31.2 | Certification of the Chief Financial Officer
pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
|
X^ | ||||||||||||||
31.3 | Certification
of the Chief Executive Officer
pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
|
X# | ||||||||||||||
31.4 | Certification
of the Chief Financial Officer
pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
|
X# | ||||||||||||||
32.1 | Certifications of the Chief Executive Officer
and Chief Financial Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of
2002**
|
X^ |
# | Filed with this Amendment. | |
^ | Previously filed as an exhibit with the Form 10-K. | |
| Confidential treatment has been requested for a portion of this exhibit. | |
* | Represents a management agreement or compensatory plan. | |
** | This certification is not deemed filed for purposes of Section 18 of the Securities Exchange Act, or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that DemandTec, Inc. specifically incorporates it by reference. |
6
Table of Contents
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.
DEMANDTEC, INC. |
||||
By: | /s/ Mark A. Culhane | |||
Mark A. Culhane, | ||||
Executive Vice President and Chief Financial Officer | ||||
Dated: October 20, 2010
7
Table of Contents
EXHIBIT INDEX
Incorporated by Reference | ||||||||||||||
Date of | ||||||||||||||
Exhibit | First | Exhibit | Filed | |||||||||||
Number | Exhibit Description | Form | File No. | Filing | Number | Herewith | ||||||||
23.1 | Consent of Independent Registered Public Accounting Firm
|
X | ||||||||||||
31.3 | Certification of the Chief Executive Officer pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002
|
X | ||||||||||||
31.4 | Certification of the Chief Financial Officer pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002
|
X |
8