Advanced Energy Industries Inc - Amended Quarterly Report (10-Q/A)
November 09 2007 - 4:58PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Mark One)
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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, 2007.
OR
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o
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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
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Commission file number: 000-26966
ADVANCED ENERGY INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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84-0846841
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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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1625 Sharp Point Drive, Fort Collins,
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CO 80525
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code:
(970) 221-4670
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
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No
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in
Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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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
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No
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As of July 31, 2007, there were 45,240,288 shares of the registrants Common Stock, par value
$0.001 per share, outstanding.
EXPLANATORY NOTE
This amendment on Form 10-Q/A is being filed to revise Part II Other Information of the
Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 that was filed on August 3, 2007
(the Report) to correct an inadvertent omission in Item 4 Submission of Matters to a Vote of
Security Holders. This amendment to the Report does not alter any part of the content of the
Report, except for the changes and additional information provided herein. This amendment continues
to speak as of the date of the Report. We have not updated the disclosures contained in this
amendment to reflect any events that occurred at a date subsequent to the filing of the Report. The
filing of this amendment is not a representation that any statements contained in the Report or
this amendment are true or complete as of any date subsequent to the date of the Report. This
amendment does not affect the information originally set forth in the Report, the remaining
portions of which have not been amended.
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ADVANCED ENERGY INDUSTRIES, INC.
FORM 10-Q
TABLE OF CONTENTS
3
PART II OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
We held our 2007 Annual Meeting of Stockholders on Wednesday, May 2, 2007 to vote on four
proposals. Proxy statements were sent to all shareholders. The first proposal was for the election
of the following eight directors: Douglas S. Schatz, Richard P. Beck, Hans Georg Betz, Joseph R.
Bronson, Trung T. Doan, Barry Z. Posner, Thomas Rohrs and Elwood Spedden. All eight directors were
elected with the following votes tabulated:
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Name of Director
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Votes For
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Votes Withheld
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Mr. Schatz
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40,491,874
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759,062
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Mr. Beck
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38,347,508
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2,903,428
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Dr. Betz
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40,497,772
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753,164
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Mr. Bronson
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40,905,510
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345,426
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Mr. Doan
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40,906,325
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344,611
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Dr. Posner
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40,906,344
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344,592
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Mr. Rohrs
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39,838,276
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1,412,660
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Mr. Spedden
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40,497,087
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753,849
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The second proposal was to amend the 2003 Non-Employee Directors Stock Option Plan to expand
the forms of awards that may be granted to non-employee directors. The amendment was approved with
the following votes tabulated:
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For
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Against
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Abstain
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Broker Non-Vote
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36,333,745
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1,974,870
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40,422
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2,901,899
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The third proposal was to amend the 2003 Stock Option Plan to expand the forms of awards that may
be granted employees. The amendment was approved with the following votes tabulated:
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For
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Against
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Abstain
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Broker Non-Vote
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36,053,560
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2,220,484
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74,993
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2,901,899
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The fourth proposal was to approve the appointment of Grant Thornton LLP as the independent
registered public accounting firm of the Company for 2007. The appointment of Grant Thornton LLP
was ratified with the following votes tabulated:
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For
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Against
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Abstain
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Broker Non-Vote
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40,371,436
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830,363
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49,136
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0
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4
ITEM 6. EXHIBITS
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Exhibits:
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31.1
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Certification of the Chief Executive Officer Pursuant to Rule 13a-14(a) under
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 the Chief Financial Officer Pursuant to Rule 13a-14(a) under
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 the 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 the 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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5
SIGNATURE
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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ADVANCED ENERGY INDUSTRIES, INC.
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Dated: November 9, 2007
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/s/
Lawrence D. Firestone
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Lawrence D. Firestone
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Executive Vice President & Chief Financial Officer
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6
INDEX TO EXHIBITS
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31.1
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Certification of the Chief Executive Officer Pursuant to Rule 13a-14(a) under 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 the Chief Financial Officer Pursuant to Rule 13a-14(a) under 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 the 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 the 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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