Attached files
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| EX-32 - EX-32 - XPLORE TECHNOLOGIES CORP | ex32.htm |
| EX-31.2 - EX-32.1 - XPLORE TECHNOLOGIES CORP | ex31-2.htm |
| EX-31.1 - EX-31.1 - XPLORE TECHNOLOGIES CORP | ex31-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
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(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended March 31, 2016
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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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For the transaction period from to
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Commission file number: 00-52697
XPLORE TECHNOLOGIES CORP.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
(State or Other Jurisdiction of Incorporation or Organization) |
26-0563295
(IRS Employer Identification No.) |
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8601 RR 2222, Building II, Austin, Texas
(Address of Principal Executive Offices)
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78730
(Zip Code) |
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(512) 336-7797
(Registrant’s Telephone Number, Including Area Code) |
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Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value per share
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
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 ☒ 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 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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 small reporting company. See definition of “accelerated filer,” “large accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check One):
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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) |
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 ☐ No ☒
As of September 30, 2015, the aggregate market value of the common equity held by non-affiliates of the registrant was $49,516,644 based on the closing sale price of $5.30, as reported on the NASDAQ Capital Market.
As of June 10, 2016, the registrant had 10,908,355 shares of common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE: None.
EXPLANATORY NOTE
This amendment to the Annual Report on Form 10-K of Xplore Technologies Corp., for the fiscal year ended March 31, 2016, as filed on June 29, 2016, is being filed for the purpose of amending Item 9B of Part II to provide the required disclosures, which had been inadvertently omitted in the original filing. This amendment also includes currently dated certifications from each of our Chief Executive Officer and our Chief Financial Officer, as required by Rule 12b-15 of the Securities Exchange Act of 1934, as amended, for amendments to an Annual Report on Form 10-K. The remainder of our Annual Report on Form 10-K is not reproduced in this amendment, and, except as specifically stated in this amendment, does not reflect events occurring after the filing of the original Annual Report on Form 10-K or modify or update the original Annual Report on Form 10-K, except to reflect the revisions described above.
PART II
Item 9B. Other Information.
Amendment to By-laws.
On June 23, 2016, our board of directors adopted Amended and Restated By-laws (the By-laws) for our company. The amendment and restatement of the By-laws was effective immediately and included, among other things, the following changes:
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Provide for procedures in respect of stockholder action by written consent;
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Add certain additional advance notice requirements;
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Clarify the authority of the chairman of stockholder meetings; and
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Establish the Court of Chancery of the State of Delaware as the exclusive forum for certain actions and proceedings.
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The foregoing summary of the terms of the By-laws does not purport to be complete and is subject to, and qualified in its entirety by, reference to the full text of the By-laws, which were filed as Exhibit 3.2 to the original Annual Report on Form 10-K and incorporated by reference herein.
PART IV
ITEM 15 EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(b) Exhibits:
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 on Form 10-K/A to the registrant’s annual report on Form 10-K report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 7th day of July 2016.
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XPLORE TECHNOLOGIES CORP.
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By:
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/s/ Tom Wilkinson
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Name:
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Tom Wilkinson
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Title:
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Chief Financial Officer
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