Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 2010
or
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Commission File Number: 000-53718
CTM MEDIA HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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26-4831346
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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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11 Largo Drive South, Stamford, Connecticut
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06907
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(Address of principal executive offices)
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(Zip Code)
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(203) 323-5161
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate 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 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.
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Large accelerated filer ¨
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Accelerated filer ¨
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Non-accelerated filer ¨ (Do not check if a smaller reporting company)
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Smaller reporting company x
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.): Yes ¨ No x
As of March 17, 2011, the registrant had the following shares outstanding:
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Class A common stock, $0.01 par value:
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1,106,468 shares outstanding (excluding 178,517 treasury shares)
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Class B common stock, $0.01 par value:
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6,126,322 shares outstanding (excluding 797,183 treasury shares)
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Class C common stock, $0.01 par value:
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1,090,775 shares outstanding
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Explanatory Note
CTM Media Holdings, Inc. (the “Company”) is filing this amendment to our Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2010, which was originally filed with the Securities and Exchange Commission (the “SEC”) on December 15, 2010 (the “Original Filing”), in response to a comment received by the Company from the SEC solely to amend the certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
This Amendment does not reflect events occurring after the filing of the Original Filing and no attempt has been made in this Amendment to modify or update other disclosures as presented in the Original Filing. All other Items of the Original Filing have been omitted from this Amendment. Accordingly, this Amendment should be read in conjunction with our filings with the SEC subsequent to the filing of the Original Filing.
Item 6. Exhibits, Financial Statement Schedules.
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Exhibit
Number
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Description
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31.1*
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Certification of Chief Executive Officer pursuant to 17 CFR 240.13a-14(a), as adopted pursuant to § 302 of the Sarbanes-Oxley Act of 2002.
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31.2*
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Certification of Chief Financial Officer pursuant to 17 CFR 240.13a-14(a), as adopted pursuant to § 302 of the Sarbanes-Oxley Act of 2002.
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31.3*
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Certification of Chief Executive Officer pursuant to 17 CFR 240.13a-14(a), as adopted pursuant to § 302 of the Sarbanes-Oxley Act of 2002.
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31.4*
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Certification of Chief Financial Officer pursuant to 17 CFR 240.13a-14(a), as adopted pursuant to § 302 of the Sarbanes-Oxley Act of 2002.
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________________
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*
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Filed herewith.
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Signatures
Pursuant to the requirements 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.
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CTM Media Holdings, Inc.
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March 24, 2011
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By:
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/s/ Marc E. Knoller
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Marc E. Knoller
Chief Executive Officer and President
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March 24, 2011
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By:
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/s/ Leslie B. Rozner
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Leslie B. Rozner
Chief Financial Officer, Treasurer and Secretary
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