Attached files
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| EXCEL - IDEA: XBRL DOCUMENT - Vitacost.com, Inc. | Financial_Report.xls |
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 10-Q/A
(Amendment No. 1)
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(Mark One)
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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 June 30, 2011
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: 001-34468
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VITACOST.COM, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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37-1333024
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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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5400 Broken Sound Blvd. - NW, Suite 500, Boca Raton, FL
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33487
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(Address of Principal Executive Offices)
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(Zip Code)
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(561) 982-4180
(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 o
Indicate by checkmark 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 time period that the registrant was required to submit and post such files). Yes x No 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 the definition 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 Exchange Act). Yes o No x
As of August 9, 2011, the registrant has 27,790,953 shares of common stock outstanding.
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Explanation of Amendment
The sole purpose of this Amendment No. 1 to the Quarterly Report on Form 10-Q for the period ended June 30, 2011, as filed with the Securities Exchange Commission on August 9, 2011, is to furnish Exhibit 101 to the Form 10-Q as required by Rule 405 of Regulation S-T. Exhibit 101 to this report furnishes the following financial and related information from Vitacost.com, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011 formatted in eXtensible Business Reporting Language (“XBRL”): (1) the unaudited Consolidated Balance Sheets (2) the unaudited Consolidated Statements of Operations, (3) the unaudited Consolidated Statements of Stockholders’ Equity and Comprehensive Income, (4) the unaudited Consolidated Statements of Cash Flows, and (5) the unaudited Notes to Consolidated Financial Statements.
No other changes have been made to the Form 10-Q other than those described above. This Amendment No. 1 does not reflect subsequent events occurring after the original filing date of the Form 10-Q or modify or update in any way disclosures made in the Form 10-Q.
Users of this data are advised that pursuant to Rule 406T of Regulation S-T, these interactive data files attached as Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
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*3.1
*3.2
*3.3
*3.4
*3.5
*4.1
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Amended and Restated Certificate of Incorporation of the Registrant
Amendment to Amended and Restated Certificate of Incorporation of the Registrant
Certificate of Elimination of Series A Junior Participating Preferred Stock of Vitacost.com, Inc., effective June 20, 2011
Amended and Restated Bylaws of the Registrant
Amendment to Amended and Restated Bylaws of the Registrant, effective July 21, 2010
Amendment No. 1 to Rights Agreement, dated as of June 16, 2011, betweenVitacost.com, Inc. and Mellon Investor Services LLC
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*31.1
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Certification of Chief Executive Officer Pursuant to Rule 13-14(a) of the Securities Exchange Act of 1934 as Adopted Pursuant to Section 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 Rule 13-14(a) of the Securities Exchange Act of 1934 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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*32.1
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Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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*32.2
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Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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**101.INS
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XBRL Instance Document
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**101.SCH
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XBRL Taxonomy Extension Schema Document
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**101.CAL
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XBRL Taxonomy Calculation Linkbase Document
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**101.LAB
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XBRL Taxonomy Extension Label Linkbase Document
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**101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document
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**101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document
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* Previously filed or incorporated by reference into Vitacost.com, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011 (filed on August 9, 2011).
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** Furnished with this Form 10-Q/A
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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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VITACOST.COM, INC.
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/s/ Jeffrey J. Horowitz
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Name: Jeffrey J. Horowitz
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Title: Chief Executive Officer
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/s/ Stephen E. Markert, Jr.
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Name: Stephen E. Markert, Jr.
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Title: Interim Chief Financial Officer
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Date: August 26, 2011
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