Attached files
| file | filename |
|---|---|
| EX-21 - EX-21 - XRS Corp | c61608aexv21.htm |
| EX-3.1 - EX-3.1 - XRS Corp | c61608aexv3w1.htm |
| EX-31.2 - EX-31.2 - XRS Corp | c61608aexv31w2.htm |
| EX-31.1 - EX-31.1 - XRS Corp | c61608aexv31w1.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
(AMENDMENT NO. 1)
(Mark One)
| þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended September 30, 2010
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] |
For the transition period from to
Commission File Number 0-27166
XATA Corporation
(Exact name of registrant as specified in its charter)
| Minnesota | 41-1641815 | |
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) | |
| 965 Prairie Center Drive | ||
| Eden Prairie, Minnesota | 55344 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:
(952)707-5600
(952)707-5600
Securities registered pursuant to Section 12(b) of the Act:
| (Title of Class) | (Name of each exchange on which registered) | |
| Common Stock, $0.01 par value per share | Nasdaq Capital Market |
Securities registered pursuant to Section 12(g) of the 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. o Yes þ No
Indicate by check mark if the registrant is not required to file reports pursuant to Section
13 or Section 15(d) of the Act. o Yes þ No
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. þ Yes o 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). o Yes o No
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 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 definition 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 a smaller reporting company) |
Smaller Reporting Company þ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act). o Yes þ No
As of March 31, 2010, the aggregate market value of the registrant’s common stock held by
non-affiliates of the registrant was $21,800,000 based on the last transaction price as reported on
the Nasdaq Capital Market on such date. This calculation does not reflect a determination that
certain persons are affiliates of the registrant for any other purposes.
The number of shares of common stock outstanding on December 3, 2010 was 9,816,411.
Items 10, 11, 12, 13 and 14 of Part III incorporate information by reference from the
definitive proxy statement for the Annual Meeting of Stockholders to be filed with the Securities
and Exchange Commission not later than 120 days after the end of the fiscal year covered by this
report.
TABLE OF CONTENTS
| PART IV | ||||||||
| Item 15. Exhibits and Financial Statement Schedules | ||||||||
| SIGNATURES | ||||||||
| EX-3.1 | ||||||||
| EX-21 | ||||||||
| EX-31.1 | ||||||||
| EX-31.2 | ||||||||
Table of Contents
PART IV
Item 15. Exhibits and Financial Statement Schedules
(a) Documents Filed as Part of Form 10-K
| 1. | Financial Statements | |
| Report of Independent Registered Public Accounting Firm | ||
| Consolidated Balance Sheet as of September 30, 2010 and 2009 | ||
| Consolidated Statements of Operations for the years ended September 30, 2010 and 2009 | ||
| Consolidated Statements of Changes in Shareholders’ Equity for the years ended September 30, 2010 and 2009 | ||
| Consolidated Statements of Cash Flows for the years ended September 30, 2010 and 2009 | ||
| 2. | Financial Statement Schedules | |
| Schedule II — Valuation and Qualifying Accounts | ||
| 3. | Exhibits | |
| The list of exhibits in the Exhibit Index is incorporated herein by reference. |
(b) Exhibits
We hereby file the exhibits listed in the attached Exhibit Index.
(c) Financial Statement Schedules
Schedule II — Valuation and Qualifying Accounts
Table of Contents
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
| XATA CORPORATION |
||||
| Dated: December 20, 2010 | By: | /s/ Mark E. Ties | ||
| Mark E. Ties, Chief Financial Officer | ||||
| (Principal accounting and financial officer) | ||||
Table of Contents
| Exhibit | ||||
| No. | Description of Exhibits | |||
3
|
.1 | Third Amended and Restated Articles of Incorporation, as amended through February 27, 2010 | ||
3
|
.2 | Restated Bylaws, as amended through February 4, 2009 (1) | ||
4
|
.1 | Common Stock Warrant and Series C Preferred Stock Purchase Agreement dated September 7, 2005 (2) | ||
4
|
.2 | Common Stock Warrant and Series D Preferred Stock Purchase Agreement dated June 18, 2007 (3) | ||
4
|
.3 | Form of Warrant issued to Trident Capital, Inc. and its affiliates in connection with Common Stock Warrant and Series C Preferred Stock Purchase Agreement (4) | ||
4
|
.4 | Form of Warrant issued to Trident entities in connection with Common Stock Warrant and Series D Preferred Stock Purchase Agreement (5) | ||
4
|
.5 | Investor Rights Agreement by and among the Company and Trident Capital Fund-V, L.P., Trident Capital Fund-V Affiliates Fund, L.P., Trident Capital Fund-V Affiliates Fund (Q), L.P., Trident Capital Fund-V Principals Fund, L.P., and Trident Capital Parallel Fund-V, C.V. dated as of June 19, 2007 (6) | ||
4
|
.6 | Common Stock Warrant issued to Silicon Valley Bank dated as of January 31, 2008 (7) | ||
4
|
.7 | Common Stock Warrant issued to Partners for Growth II, L.P. dated as of January 31, 2008 (8) | ||
4
|
.8 | Amended and Restated Investor Rights Agreement by and among the Company, Trident Capital Fund-V, L.P., Trident Capital Fund-V Affiliates Fund, L.P., Trident Capital Fund-V Affiliates Fund (Q), L.P., Trident Capital Fund-V Principals Fund, L.P. and Trident Capital Parallel Fund-V, C.V. dated as of February 12, 2009 (9) | ||
4
|
.9 | Form of Warrants issued to each of Trident Capital Fund-V, L.P., Trident Capital Fund-V Affiliates Fund, L.P., Trident Capital Fund-V Affiliates Fund (Q), L.P., Trident Capital Fund-V Principals Fund, L.P., Trident Capital Parallel Fund-V, C.V., GW 2001 Fund, L.P., Weber Capital Partners II, L.P. and certain members of the Company’s management (10) | ||
9
|
Amended and Restated Voting Agreement dated September 7, 2005 (11) | |||
10
|
.1 | Indemnification Agreement by and among the Company, Trident Capital, Inc., Trident Capital Fund-V, L.P, Trident Capital Fund-V Affiliates Fund, L.P., Trident Capital Fund-V Affiliates Fund (Q), L.P., Trident Capital Fund-V Principals Fund, L.P. and Trident Capital Parallel Fund-V, C.V. dated as of December 8, 2003 (12) | ||
10
|
.2# | Director Indemnification Agreement dated as of December 8, 2003 (13) | ||
10
|
.3 | Stock Purchase Agreement with John Deere Special Technologies Group, Inc. dated August 30, 2000 (14) | ||
10
|
.4 | Registration Rights Agreement with John Deere Special Technologies Group, Inc. dated August 30, 2000(15) | ||
10
|
.5 | Amendment No. 1 to Stock Purchase Agreement dated as of October 31, 2000 (16) | ||
10
|
.6 | Side Agreement with John Deere Special Technologies Group, Inc. dated December 28, 2000 (17) | ||
10
|
.7 | Second Amendment to Stock Purchase Agreement with John Deere Special Technologies Group, Inc. dated December 4, 2009 (18) | ||
10
|
.8 | Loan and Security Agreement between Silicon Valley Bank, the Company and GeoLogic Solutions, Inc. dated as of January 31, 2008 (19) | ||
10
|
.9 | Second Amendment to Loan and Security Agreement between Silicon Valley Bank, the Company and GeoLogic Solutions, Inc. dated November 20, 2008 (20) | ||
10
|
.10 | Loan and Security Agreement between Partners for Growth II, L.P., the Company and GeoLogic Solutions, Inc. dated as of January 31, 2008 (21) | ||
10
|
.11 | First Amendment to Loan and Security Agreement between Partners for Growth II, L.P., the Company and GeoLogic Solutions, Inc. dated November 20, 2008 (22) | ||
10
|
.12# | Employment Agreement dated October 1, 2000 with Thomas N. Flies (23) | ||
10
|
.13# | Form of Warrant issued to directors as equity compensation (24) | ||
Table of Contents
| Exhibit | ||||
| No. | Description of Exhibits | |||
10
|
.14# | 2002 Long-Term Incentive and Stock Option Plan (25) | ||
10
|
.15# | Form of Restricted Stock Award Agreement pursuant to 2002 Long-Term Incentive and Stock Option Plan (26) | ||
10
|
.16# | Form of Directors’ Restricted Stock Award Agreement pursuant to 2002 Long-Term Incentive and Stock Option Plan (27) | ||
10
|
.17# | 2007 Long-term Incentive and Stock Option Plan (28) | ||
10
|
.18# | Form of Non-Qualified Stock Option Agreement for Directors pursuant to 2007 Long-term Incentive and Stock Option Plan (29) | ||
10
|
.19# | Form of Incentive Stock Option Agreement for Employees pursuant to 2007 Long-term Incentive and Stock Option Plan (30) | ||
10
|
.20# | 2007 Long-term Incentive and Stock Option Plan, as amended and restated February 4, 2010 (31) | ||
10
|
.21# | Change of Control Agreement with Mark Ties dated April 11, 2005 (32) | ||
10
|
.22# | Executive Employment Agreement with John J. Coughlan dated October 1, 2006 (33) | ||
10
|
.23# | Incentive Stock Option Agreement with John J. Coughlan dated October 1, 2006 (34) | ||
10
|
.24# | Restricted Stock Award Agreement with John J. Coughlan dated October 1, 2006 (35) | ||
10
|
.25# | Matching Restricted Stock Award Agreement with John J. Coughlan dated October 1, 2006 (36) | ||
10
|
.26# | Change of Control Agreement with David Gagne dated January 1, 2007 (37) | ||
10
|
.27# | Non-Qualified Stock Option Agreement with David Gagne dated January 1, 2007 (38) | ||
10
|
.28# | Matching Restricted Stock Award Agreement with David Gagne dated January 5, 2007 (39) | ||
10
|
.29 | Business Agreement with Winland Electronics, Inc. dated June 28, 2005 (40) | ||
10
|
.30 | International Value Added Reseller Agreement with Orbcomm, Inc. dated July 31, 2006 (41) | ||
10
|
.31 | Second Amendment to Custom Service Agreement with Sprint Solutions, Inc. dated October 26, 2006 (42) | ||
10
|
.32# | Severance Agreement with Mark E. Ties dated May 8, 2008 (43) | ||
10
|
.33# | Severance Agreement with David Gagne dated May 7, 2009 (44) | ||
10
|
.34 | Common Stock Warrant and Series E Preferred Stock Purchase Agreement by and among the Company, Trident Capital Fund-V, L.P., Trident Capital Fund-V Affiliates Fund, L.P., Trident Capital Fund-V Affiliates Fund (Q), L.P., Trident Capital Fund-V Principals Fund, L.P., Trident Capital Parallel Fund-V, C.V., Weber Capital Partners II, L.P., GW 2001 Fund, L.P. and certain members of the Company’s management dated as of February 12, 2009 (45) | ||
10
|
.35 | Exchange Agreement by and among XATA Corporation, Trident Capital Fund-V, L.P., Trident Capital Fund-V Affiliates Fund, L.P., Trident Capital Fund-V Affiliates Fund (Q), L.P., Trident Capital Fund-V Principals Fund, L.P., Trident Capital Parallel Fund-V, C.V., Weber Capital Partners II, L.P., GW 2001 Fund, L.P. and certain members of the Company’s management dated February 12, 2009 (46) | ||
10
|
.36 | Equity Purchase Agreement by and among the Company, Turnpike Global Technologies Inc., Turnpike Global Technologies LLC, the stockholders of Turnpike Global Technologies Inc., the members of Turnpike Global Technologies LLC, and Brendan Staub, as Sellers’ Representative dated December 4, 2009 (47) | ||
10
|
.37 | Equity Purchase Agreement by with Kelly Frey dated December 2, 2009 (48) | ||
10
|
.38 | Note Purchase Agreement by and among the Company and TCV VII, L.P., TCV VII (A), L.P., TCV Member Fund, L.P., Trident Capital Fund-V, L.P., Trident Capital Fund-V Affiliates Fund, L.P., Trident Capital Fund-V Affiliates Fund (Q), L.P., Trident Capital Fund-V Principals Fund, L.P., Trident Capital Parallel Fund-V, C.V., and GW 2001 Fund, L.P. dated December 4, 2009 (49) | ||
Table of Contents
| Exhibit | ||||
| No. | Description of Exhibits | |||
10
|
.39 | Form of Senior Mandatorily Convertible Promissory Note issued on December 4, 2009 to each of TCV VII, L.P., TCV VII (A), L.P., TCV Member Fund, L.P., Trident Capital Fund-V, L.P., Trident Capital Fund-V Affiliates Fund, L.P., Trident Capital Fund-V Affiliates Fund (Q), L.P., Trident Capital Fund-V Principals Fund, L.P., Trident Capital Parallel Fund-V, C.V., and GW 2001 Fund, L.P.(50) | ||
10
|
.40 | Form of Support Agreement dated December 4, 2009 and entered into by TCV VII, L.P. and TCV VII (A), L.P., with each of (i) John Deere Special Technologies Group, Inc. , (ii) GW 2001 Fund, L.P. and Weber Capital Partners II, L.P., and (iii) Trident Capital Fund-V, L.P., Trident Capital Fund-V Affiliates Fund, L.P., Trident Capital Fund-V Affiliates Fund (Q), L.P., Trident Capital Fund-V Principals Fund, L.P., and Trident Capital Parallel Fund-V, C.V. (51) | ||
10
|
.41 | Investor Rights Agreement by and among the Company, TCV VII, L.P., TCV VII(A), L.P., and TCV Member Fund, L.P. dated December 4, 2009 (52) | ||
10
|
.42 | Indemnification Agreement by and among the Company, TCV VII, L.P., TCV VII(A), L.P., and TCV Member Fund, L.P. dated December 4, 2009 (53) | ||
10
|
.43 | Amended and Restated Voting Agreement by and among the Company, John Deere Special Technologies Group, Inc., Trident Capital Fund-V, L.P., Trident Capital Fund-V Affiliates Fund, L.P., Trident Capital Fund-V Affiliates Fund (Q), L.P., Trident Capital Fund-V Principals Fund, L.P., and Trident Capital Parallel Fund-V, C.V. dated December 4, 2009 (54) | ||
10
|
.44 | Voting Agreement by and among the Company, John Deere Special Technologies Group, Inc., TCV VII, L.P., TCV VII (A), L.P., and TCV Member Fund, L.P. dated December 4, 2009 (55) | ||
21
|
List of Subsidiaries | |||
23
|
Consent of Grant Thornton LLP, independent registered public accounting firm (56) | |||
31
|
.1 | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||
31
|
.2 | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||
32
|
.1 | Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (56) | ||
32
|
.2 | Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (56) | ||
| Unless otherwise indicated, all documents incorporated into this Annual Report on Form 10-K by reference to a document filed with the SEC pursuant to the Exchange Act are located under file number 0-27166. | ||
| # | Management contract, compensatory plan or arrangement required to be filed and an exhibit. | |
| (1) | Incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed February 10, 2009 | |
| (2) | Incorporated by reference to Exhibit 10.39 to Current Report on Form 8-K filed September 22, 2005 | |
| (3) | Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed June 22, 2007 | |
| (4) | Incorporated by reference to Exhibit 4.6 to Current Report on Form 8-K filed September 22, 2005 | |
| (5) | Incorporated by reference to Exhibit 4.2 to Current Report on Form 8-K filed June 22, 2007 | |
| (6) | Incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K filed June 22, 2007 | |
| (7) | Incorporated by reference to Exhibit 4.2 to Current Report on Form 8-K filed February 6, 2008 | |
| (8) | Incorporated by reference to Exhibit 4.3 to Current Report on Form 8-K filed February 6, 2008 | |
| (9) | Incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K filed February 18, 2009 | |
| (10) | Incorporated by reference to Exhibit 4.2 to Current Report on Form 8-K filed February 18, 2009 | |
| (11) | Incorporated by reference to Exhibit 9.1 to Current Report on Form 8-K filed September 22, 2005 | |
| (12) | Incorporated by reference to Exhibit 10.30 to Current Report on Form 8-K filed December 9, 2003 | |
| (13) | Incorporated by reference to Exhibit 10.31 to Current Report on Form 8-K filed December 9, 2003 | |
| (14) | Incorporated by reference to Exhibit 10.15 filed to Current Report on Form 8-K filed September 7, 2000 | |
| (15) | Incorporated by reference to Exhibit 10.16 filed to Current Report on Form 8-K filed September 7, 2000 | |
| (16) | Incorporated by reference to Exhibit 10.17 to Current Report on Form 8-K filed November 2, 2000 | |
| (17) | Incorporated by reference to Exhibit 10.18 to Annual Report on Form 10-KSB for the fiscal year ended September 30, 2000 | |
| (18) | Incorporated by reference to Exhibit 10.10 to Current Report on Form 8-K filed December 10, 2009 | |
Table of Contents
| (19) | Incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed February 6, 2008 | |
| (20) | Incorporated by reference to Exhibit 10.42 to Annual Report on Form 10-K for the fiscal year ended September 30, 2008 | |
| (21) | Incorporated by reference to Exhibit 10.3 to Current Report on Form 8-K filed February 6, 2008 | |
| (22) | Incorporated by reference to Exhibit 10.41 to Annual Report on Form 10-K for the fiscal year ended September 30, 2008 | |
| (23) | Incorporated by reference to Exhibit 10.21 to Quarterly Report on Form 10-QSB for the fiscal quarter ended December 31, 2000 | |
| (24) | Incorporated by reference to Exhibit 10.26 to Annual Report on Form 10-KSB for the fiscal year ended September 30, 2002 | |
| (25) | Incorporated by reference to Exhibit 10.14 to Annual Report on Form 10-K for the fiscal year ended September 30, 2007 | |
| (26) | Incorporated by reference to Exhibit 10.34 to Annual Report on Form 10-KSB for the fiscal year ended September 30, 2004 | |
| (27) | Incorporated by reference to Exhibit 10.36 to Current Report on Form 8-K filed March 9, 2006 | |
| (28) | Incorporated by reference to Exhibit 4.7 to Registration Statement on Form S-8 filed February 15, 2007 | |
| (29) | Incorporated by reference to Exhibit 10.18 to Annual Report on Form 10-K for the fiscal year ended September 30, 2007 | |
| (30) | Incorporated by reference to Exhibit 10.19 to Annual Report on Form 10-K for the fiscal year ended September 30, 2007 | |
| (31) | Incorporated by reference to Appendix A to the Company’s Proxy Statement filed with the Securities and Exchange Commission on December 22, 2008 | |
| (32) | Incorporated by reference to Exhibit 10.38 to Current Report on Form 8-K filed April 12, 2005 | |
| (33) | Incorporated by reference to Exhibit 10.41 to Current Report on Form 8-K filed October 4, 2006 | |
| (34) | Incorporated by reference to Exhibit 10.42 to Current Report on Form 8-K filed October 4, 2006 | |
| (35) | Incorporated by reference to Exhibit 10.31 to Current Report on Form 8-K filed October 4, 2006 | |
| (36) | Incorporated by reference to Exhibit 10.44 to Current Report on Form 8-K filed October 4, 2006 | |
| (37) | Incorporated by reference to Exhibit 10.51 to Current Report on Form 8-K filed January 8, 2007 | |
| (38) | Incorporated by reference to Exhibit 10.52 to Current Report on Form 8-K filed January 8, 2007 | |
| (39) | Incorporated by reference to Exhibit 10.53 to Current Report on Form 8-K filed January 8, 2007 | |
| (40) | Incorporated by reference to Exhibit 10.48 to Annual Report on Form 10-KSB for the fiscal year ended September 30, 2006 | |
| (41) | Incorporated by reference to Exhibit 10.49 to Annual Report on Form 10-KSB for the fiscal year ended September 30, 2006 | |
| (42) | Incorporated by reference to Exhibit 10.50 to Annual Report on Form 10-KSB for the fiscal year ended September 30, 2006 | |
| (43) | Incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2008 | |
| (44) | Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed May 11, 2009 | |
| (45) | Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed February 18, 2009 | |
| (46) | Incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed February 18, 2009 | |
| (47) | Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed December 10, 2009 | |
| (48) | Incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed December 10, 2009 | |
| (49) | Incorporated by reference to Exhibit 10.3 to Current Report on Form 8-K filed December 10, 2009 | |
| (50) | Incorporated by reference to Exhibit 10.4 to Current Report on Form 8-K filed December 10, 2009 | |
| (51) | Incorporated by reference to Exhibit 10.5 to Current Report on Form 8-K filed December 10, 2009 | |
| (52) | Incorporated by reference to Exhibit 10.6 to Current Report on Form 8-K filed December 10, 2009 | |
| (53) | Incorporated by reference to Exhibit 10.7 to Current Report on Form 8-K filed December 10, 2009 | |
| (54) | Incorporated by reference to Exhibit 10.8 to Current Report on Form 8-K filed December 10, 2009 | |
| (55) | Incorporated by reference to Exhibit 10.9 to Current Report on Form 8-K filed December 10, 2009 | |
| (56) | Filed with original Annual Report on Form 10-K for the year ended September 30, 2010 |