Attached files
file | filename |
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EX-32.1 - EXHIBIT 32.1 - SED INTERNATIONAL HOLDINGS INC | v350260_ex32-1.htm |
EX-31.1 - EXHIBIT 31.1 - SED INTERNATIONAL HOLDINGS INC | v350260_ex31-1.htm |
EX-31.2 - EXHIBIT 31.2 - SED INTERNATIONAL HOLDINGS INC | v350260_ex31-2.htm |
EX-10.2 - EXHIBIT 10.2 - SED INTERNATIONAL HOLDINGS INC | v350260_ex10-2.htm |
EX-32.2 - EXHIBIT 32.2 - SED INTERNATIONAL HOLDINGS INC | v350260_ex32-2.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
(Mark One)
x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) |
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 2012
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) |
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from To
Commission File Number 001-35094
SED INTERNATIONAL HOLDINGS, INC.
(Exact Name of Registrant as Specified in Its Charter)
GEORGIA | 22-2715444 | |
(State of incorporation) | (I.R.S. Employer Identification No.) |
3505 NEWPOINT PLACE, SUITE 450, LAWRENCEVILLE, GEORGIA 30043
(Address, including zip code, of Principal Executive Offices)
(770) 243-1200
(Registrant’s telephone number, including area code)
NOT APPLICABLE
(Former name, former address and former fiscal year, if changed since last report)
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 x 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. (Check one):
Large Accelerated filer ¨ | Accelerated filer ¨ | |
Non-accelerated filer ¨ | Smaller reporting company x |
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ¨ No x
The number of shares outstanding of the Registrant’s common stock, par value $.01 per share, at November 1, 2012 was 5,109,089 shares.
EXPLANATORY NOTE
SED International Holdings, Inc. (“SED,” “we,” “us” or “our”) is filing this Amendment No. 1 on Form 10-Q/A (this “Amendment”) to amend our Quarterly Report on Form 10-Q for the period ended September 30, 2012 (our “Form 10-Q”), originally filed with the Securities and Exchange Commission (the “SEC”) on November 9, 2012, to include Exhibit No. 10.2 required by Item 6, Part II, of our Form 10-Q. This exhibit was inadvertently omitted from our Form 10-Q.
In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new Exhibits 31.1 and 31.2 are filed, and Exhibits 32.1 and 32.2 are furnished herewith. This Amendment does not amend or otherwise update any other information in our Form 10-Q. Accordingly, this Amendment should be read in conjunction with our Form 10-Q and with our filings with the SEC subsequent to the filing of our Form 10-Q.
SED INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES
TABLE OF CONTENTS
PART II – OTHER INFORMATION | ||
Item 6. | Exhibits | 1 |
Signatures | 2 |
PART II – OTHER INFORMATION
ITEM 6. Exhibits
Exhibits | Description |
10.2 | Stock Option Agreement dated August 29, 2012 between SED and Samuel Kidston, Executive Chairman.* | |
31.1 | Rule 13a-14(a)/15d-14(a) Certification by Principal Executive Officer.* | |
31.2 | Rule 13a-14(a)/15d-14(a) Certification by Principal Financial Officer.* | |
32.1 | Section 1350 Certification by Principal Executive Officer.* | |
32.2 | Section 1350 Certification by Principal Financial Officer.* |
*Filed herewith.
1 |
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.
SED International Holdings, Inc. | |
(Registrant) | |
Date: July 19, 2013 | /s/ ROBERT G. O’MALLEY |
Robert G. O’Malley | |
Chief Executive Officer | |
(Principal Executive Officer) | |
Date: July 19, 2013 | /s/ CHRISTOPHER R. JOE |
Christopher R. Joe | |
Interim Chief Financial Officer | |
(Principal Financial and Accounting Officer) | |
2 |