- Amended Quarterly Report (10-Q/A)
February 24 2012 - 4:28PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
Amendment No. 1
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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: September 30, 2011
OR
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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 transition period from
to
Commission file number 001-34299
DIGITALGLOBE, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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31-1420852
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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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1601 Dry Creek Drive, Suite 260
Longmont, Colorado
(Address of principal executive office)
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80503
(Zip Code)
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(303) 684-4000
(Registrants telephone number, including area code)
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Common Stock, par value $0.001 per share
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New York Stock Exchange
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(Title of each class)
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(Name of each exchange on which registered)
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Securities registered pursuant to Section 12(g) of the Act: Not Applicable
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
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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
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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 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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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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Smaller reporting company
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¨
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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
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No
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As of October 28, 2011 there were 46,270,665 shares of the registrants Common Stock, par value $0.001 per share,
outstanding.
Explanatory Note
This Amendment No. 1 to the Quarterly Report on Form 10-Q/A for the quarter ended September 30, 2011 of DigitalGlobe, Inc. (the
Company) is being filed for the sole purpose of filing an updated version of Exhibit 10.1 and to include updated certifications. The Company has modified its request for confidential treatment of this exhibit and has included the revised
version of such agreement to reflect the modified request. Except for Part II, Item 6, this Amendment No. 1 does not include the text of the Original Filing and does not update or modify any of the disclosures or other information
contained in the Original Filing.
ITEM 6. EXHIBIT INDEX
EXHIBIT INDEX
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Exhibit
Number
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Description
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4.1
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First Supplemental Indenture, dated as of October 5, 2011, between the Company and U.S. Bank National Association, as trustee (incorporated herein by reference to Exhibit 4.1
to the Companys Current Report on Form 8-K filed on October 7, 2011).
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10.1#
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Amendment to EnhancedView Imagery Acquisition Contract #HM021010C0002, by and between DigitalGlobe, Inc. and National Geospatial-Intelligence Agency, dated July 25,
2011.
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10.2*
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Offer Letter by and between DigitalGlobe, Inc. and Timothy Hascall, dated September 25, 2011 (incorporated herein by reference to Exhibit 10.1 to the Companys Current
Report on Form 8-K filed on October 5, 2011).
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10.3*
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Severance Protection Agreement by and between DigitalGlobe, Inc. and Timothy Hascall, dated September 30, 2011 (incorporated herein by reference to Exhibit 10.2 to the
Companys Current Report on Form 8-K filed on October 5, 2011).
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10.4
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Credit Agreement, dated October 12, 2011, by and among DigitalGlobe, Inc., the guarantors party thereto, the lenders named therein and J.P. Morgan Chase Bank, N.A., as
administrative agent and as collateral agent (incorporated herein by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on October 13, 2011).
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31.1
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Certification of Chief Executive Officer of DigitalGlobe, Inc., 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 of DigitalGlobe, Inc., 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 of DigitalGlobe, Inc., 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 of DigitalGlobe, Inc., pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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101^/+
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The following materials for the DigitalGlobe, Inc. Quarterly Report on Form 10-Q for the quarter ended September 30, 2011, filed on November 1, 2011 formatted in
eXtensible Business Reporting Language (XBRL):
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(i.) Unaudited Condensed Consolidated Statements of
Operations
(ii.) Unaudited Condensed Consolidated Balance Sheets
(iii.) Unaudited Condensed
Consolidated Statements of Cash Flows
(iv.) Related notes, tagged or blocks of text
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#
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Certain portions of this exhibit have been omitted by redacting a portion of the text. This exhibit has been filed separately with the Securities and Exchange
Commission pursuant to a request for confidential treatment.
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*
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Management contract or compensatory plan arrangement.
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^
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Previously filed or furnished.
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+
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XBRL (eXtensible Business Reporting Language) Information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or
12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
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SIGNATURE
DIGITALGLOBE, INC.
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.
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Date: February 24, 2012
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/s/ Yancey L. Spruill
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Yancey L. Spruill
Executive
Vice President, Chief Financial Officer & Treasurer
(Principal Financial and Accounting Officer)
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