UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K/A

Amendment No. 1

(MARK ONE)

x

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2012

OR

o

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 001-35379

LUCID, INC.

(Exact name of registrant as specified in its charter)

New York	16-1406957
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
95 Methodist Hill Drive, Suite 500 Rochester, NY	14623
(Address of principal executive offices)	(Zip Code)

 

Registrant’s telephone number, including area code (585) 239-9800

 

Securities registered pursuant to Section 12(b) of the Act: None

 

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $0.01 Par Value

Warrants

(Title of Class)

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  o    No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.    Yes  o    No  x

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 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  o

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 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.   x

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    o    Accelerated filer    o    Non-accelerated filer (Do not check if a smaller reporting company)  o    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  o    No  x

The aggregate market value of the voting stock held by non-affiliates of the registrant as of June 30, 2012 (the last business day of the registrant’s most recently completed second fiscal quarter) was approximately $10.9 million. For the sole purpose of making this calculation, the term “non-affiliate” has been interpreted to exclude directors, officers and holders of 10% or more of the Company’s common stock.

As of February 28, 2013, 8,507,374 shares of Registrant’s common stock were outstanding.

Documents incorporated by reference: None

1

EXPLANATORY NOTE

 

The purpose of this Amendment (the “Amendment”) to our Form 10-K for the Year Ended December 31, 2012 (the “Form 10-K”), as filed with the Securities and Exchange Commission (the “SEC”) on March 29, 2013, is solely to revise Exhibit 31.1 and Exhibit 31.2 certifications originally filed with our Form 10-K to include all of the introductory language of paragraph 4 and the language of paragraph 4(b) as prescribed by Item 601(b)(31) of Regulation S-K.

 

This Amendment contains only the Cover Page to this Form 10-K/A, this Explanatory Note, Item 15, the Signature Page and Exhibits 31.1 and 31.2. No other changes have been made to the Form 10-K as filed with the SEC on March 29, 2013. This Amendment speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-K.

 

Accordingly, this Amendment should be read in conjunction with the Form 10-K and our other filings with the SEC.

PART IV

 

Item 15.

Exhibits, Financial Statement Schedules

 

Exhibit No.	Description of Document
*31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
*31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

*

Filed herewith.

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) 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, on November 8, 2013.

	LUCID, INC.
	By:	/s/ L. Michael Hone
		Name: L. Michael Hone
		Title: Chief Executive Officer

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and dates indicated.

 

SIGNATURE		TITLE		DATE
/s/ L. Michael Hone		Chief Executive Officer
L. Michael Hone		(Principal Executive Officer)		November 8, 2013
/s/ Richard J. Pulsifer		Chief Financial Officer
Richard J. Pulsifer		(Principal Financial and Accounting Officer)		November 8, 2013
*
William J. Shea		Chairman of the Board of Directors		November 8, 2013
*
Brian Carty		Director		November 8, 2013
*
Kevin M. Cronin		Director		November 8, 2013
*
Rocco Maggiotto		Director		November 8, 2013
*
Ruben King-Shaw, Jr.		Director		November 8, 2013
/s/ Paul S. Stuka
Paul S. Stuka		Director		November 8, 2013

 

*By:	/s/ L. Michael Hone				November 8, 2013
	Attorney-in-Fact

EXHIBIT INDEX

 

Exhibit No.		Description of Document
*31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
*31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

*

Filed herewith.