Attached files
| file | filename |
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| EX-31.1 - EXHIBIT 31.1 - THESTREET, INC. | exhibit31_1.htm |
| EX-31.2 - EXHIBIT 31.2 - THESTREET, INC. | exhibit31_2.htm |
| EX-10.37 - EXHIBIT 10.37 - THESTREET, INC. | exhibit10_37.htm |
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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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FORM 10-K/A
(Amendment No. 1)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2010
COMMISSION FILE NUMBER 0-25779
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THESTREET, INC.
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(Exact name of Registrant as specified in its charter)
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Delaware
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06-1515824
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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14 Wall Street, 15th Floor
New York, New York
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10005
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(Address of principal executive offices)
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(Zip code)
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Registrant’s telephone number, including area code: (212) 321-5000
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Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Name of Each Exchange on Which the Securities are Registered
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Common Stock, par value $0.01 per share
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Nasdaq Global Market
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Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes □ Nox
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 □ No x
Indicate by a 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 as required to submit and post such files). Yes x No □
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the 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.
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Large accelerated filer □
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Accelerated filer x
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Non-accelerated filer □
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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 Act). Yes □ No x
The aggregate market value of the Registrant’s common stock held by non-affiliates of the Registrant (assuming, for the sole purpose of this calculation, that all directors and executive officers of the Registrant are “affiliates”), based upon the closing price of the Registrant’s common stock on June 30, 2010 as reported by Nasdaq, was approximately $74million.
Indicate the number of shares outstanding of each of the Registrant’s classes of common stock, as of the latest practicable date.
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Title of Each Class
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Number of Shares Outstanding as of March 9, 2011
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Common Stock, par value $0.01 par value
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31,933,893
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Documents Incorporated By Reference
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Part III of this Form 10-K incorporates by reference certain information from the Registrant’s Definitive Proxy Statement for its Annual Meeting of Stockholders to be held on May 26, 2011, to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Report.
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Explanatory Note
This amendment to the Annual Report on Form 10-K for the year ended December 31, 2010 (the “Original Filing”) of TheStreet, Inc. (known on the date of the Original Filing as TheStreet.com, Inc.) is being filed for the sole purpose of filing an un-redacted version of Exhibit 10.37, a redacted version of which exhibit was filed with the Original Filing. This amendment speaks as of the date of the Original Filing.
The Company is including currently dated Sarbanes-Oxley Act Section 302 certifications of its Chief Executive Officer and Chief Financial Officer as Exhibits 31.1 and 31.2 hereto.
PART IV
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10.37
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Employment Agreement dated as of December 10, 2010 between James J. Cramer and the Company.
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31.1
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Rule 13a-14(a) Certification of CEO.
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31.2
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Rule 13a-14(a) Certification of CFO.
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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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TheStreet, Inc.
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Date: August 12, 2011
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By:
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/s/ Daryl Otte
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Name:
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Daryl Otte
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Title:
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Chief Executive Officer
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Date: August 12, 2011
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By:
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/s/ Thomas Etergino
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Name:
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Thomas Etergino
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Title:
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Chief Financial Officer
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