- Amended Annual Report (10-K/A)
September 23 2010 - 3:02PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 10-K/A
Amendment
No. 1
x
ANNUAL REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the
fiscal year ended December 31, 2009
OR
o
TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the
transition period from N/A to N/A
Commission
file number: 0-10961
CardioNet, Inc.
(Exact name of
registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of
incorporation or organization)
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94-2573850
(I.R.S. Employer
Identification No.)
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227
Washington Street
Conshohocken, Pennsylvania
(Address of principal executive offices)
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19428
(Zip Code)
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(610) 729-7000
(Registrants
telephone number, including area code)
Not
Applicable
(Former name,
former address and former fiscal year, if changed since last report)
Securities registered
pursuant to Section 12(b) of the Act:
Title
of Each Class
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Name of
Each Exchange on Which Registered
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Common Stock, $0.001 par
value
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NASDAQ
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Securities registered
pursuant to Section 12(g) of the Act:
None
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
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 (§ 229.405 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
o
No
o
Indicate by check mark if
the registrant is not required to file reports pursuant to Section 13 or
Section 15(d) of the Exchange 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 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 registrants 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.
o
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
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Accelerated filer
x
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Non-accelerated
filer
o
(Do not check if a
smaller reporting company)
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Smaller reporting
company
o
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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
o
No
x
The aggregate market value
of the registrants common stock held by non-affiliates of the registrant was
$281,484,749 based on the closing sale price at which the common stock was last
sold on June 30, 2009, the last business day of the registrants most
recently completed second fiscal quarter.
As of September 20,
2010, 24,132,512 shares of the registrants common stock were outstanding.
DOCUMENTS
INCORPORATED BY REFERENCE
Certain information
contained in the registrants definitive Proxy Statement for the 2010 annual
meeting of stockholders is incorporated by reference into Part III of this
Form 10-K.
Explanatory Note
We
originally filed our Form 10-K for the year ended December 31, 2009
on February 23, 2010 (the 2009 10-K). We are filing this
Amendment No. 1 to the 2009 10-K (this Amendment) solely for the purpose
of filing a revised consent of our Ernst & Young LLP, our independent
registered public accounting firm, to include the conformed signature of such
firm, which, though we had received it from such firm at the time of the
original filing, was inadvertently omitted in the original filing.
No
other changes to our 2009 10-K are affected by this filing other than
certifications of our principal executive officer and principal financial
officer, which are being filed with this Amendment.
Item 15. Exhibits
and Financial Statement Schedules
(a)
The following
financial statements, schedules and exhibits are filed as part of this report:
1.
Financial
Statements
The Financial Statements required by this item are
listed on the Index to Financial Statements in Part II, Item 8
of this report.
2.
Financial
Statement Schedules
·
Schedule IIValuation
and Qualifying Accounts and Reserves; and
·
Other financial statement
schedules are not included because they are not required or the information is
otherwise shown in the financial statements or notes thereto.
3.
Exhibits
The exhibits
listed on the accompanying Exhibit Index are filed as part of, or are
incorporated by reference into, this report.
(b)
See
Item 15(a)(3) above.
(c)
See
Item 15(a)(2) above.
2
SCHEDULE II
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Beginning
Balance
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Additions
Charged
To
Expense
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Additional
Reserve
From
PDSHeart
Acquisition
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Deductions
From
Reserve
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Ending
Balance
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Allowance for Doubtful Accounts
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Year
ended December 31, 2009
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14,426
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19,982
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(12,012
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)
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22,396
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Year
ended December 31, 2008
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7,909
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13,253
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(6,736
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)
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14,426
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Year
ended December 31, 2007
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6,263
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8,077
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2,500
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(8,931
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)
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7,909
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3
EXHIBIT INDEX
Exhibit
Number
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Description
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3.1%
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Amended and Restated
Certificate of Incorporation (Incorporated by reference to the Registrants
registration statement on Form S-1 and amendments thereto (File
No. 33-145547)).
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3.2%
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Amended and Restated
Bylaws (Incorporated by reference to the Registrants registration statement
on Form S-1 and amendments thereto (File No. 33-145547)).
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4.2%
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Form of Common Stock
Certificate (Incorporated by reference to the Registrants registration
statement on Form S-1 and amendments thereto (File No. 33-145547)).
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4.2%
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Warrant issued by
Registrant on August 9, 2000 to Silicon Valley Bank (Incorporated by
reference to the Registrants registration statement on Form S-1 and
amendments thereto (File No. 33-145547)).
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10.1%
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Form of Indemnity
Agreement (Incorporated by reference to the Registrants registration
statement on Form S-1 and amendments thereto (File No. 33-145547)).
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10.2(1)%
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2003 Equity Incentive Plan
and Form of Stock Option Agreement thereunder (Incorporated by reference
to the Registrants registration statement on Form S-1 and amendments
thereto (File No. 33-145547)).
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10.3(1)%
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2008 Equity Incentive Plan
and Form of Stock Option Agreement thereunder (Incorporated by reference
to the Registrants registration statement on Form S-1 and amendments
thereto (File No. 33-145547)).
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10.4(1)%
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2008 Equity Incentive Plan
and Form of Stock Option Agreement thereunder (Incorporated by reference
to the Registrants registration statement on Form S-1 and amendments
thereto (File No. 33-145547)).
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10.5(1)%
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2008 Non-Employee
Directors Stock Option Plan and Form of Stock Option Agreement
thereunder (Incorporated by reference to the Registrants registration
statement on Form S-1 and amendments thereto (File No. 33-145547)).
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10.6(1)%
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2008 Employee Stock
Purchase Plan and Form of Offering Document thereunder (Incorporated by
reference to the Registrants registration statement on Form S-1 and
amendments thereto (File No. 33-145547)).
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10.7(1)%
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Forms of Employee
Innovations and Proprietary Rights Assignment Agreement (Incorporated by
reference to the Registrants registration statement on Form S-1 and
amendments thereto (File No. 33-145547)).
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10.8%
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Second Amended and
Restated Investors Rights Agreement dated March 18, 2004 among the
Registrant and certain of its stockholders, as amended on March 8, 2007
(Incorporated by reference to the Registrants registration statement on
Form S-1 and amendments thereto (File No. 33-145547)).
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10.9%
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Registration Rights
Agreement dated March 8, 2007 among the Registrant and certain of its
stockholders (Incorporated by reference to the Registrants registration
statement on Form S-1 and amendments thereto (File No. 33-145547)).
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10.10%
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Office Lease dated
February 6, 2004 between the Registrant and Executive One Associates, as
amended (Incorporated by reference to the Registrants registration statement
on Form S-1 and amendments thereto (File No. 33-145547)).
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10.11%
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Office Space Lease dated
May 30, 2003 between the Registrant and Washington Street Associates
II, L.P., as amended (Incorporated by reference to the Registrants
registration statement on Form S-1 and amendments thereto (File
No. 33-145547)).
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10.12%
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Lease Agreement dated
September 21, 2006 between the Registrants wholly-owned subsidiary,
PDSHeart, Inc. and HI/OCC, Inc (Incorporated by reference to the
Registrants registration statement on Form S-1 and amendments thereto
(File No. 33-145547)).
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10.13%
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Lease Agreement dated
November 14, 2001 between the Registrants indirect wholly-owned
subsidiary, Physician Diagnostic Services, LLC, and Navarro
Lowrey, L.P.Centrepark Plaza I Partners Series, as amended
(Incorporated by reference to the Registrants registration statement on
Form S-1 and amendments thereto (File No. 33-145547)).
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10.14%
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Lease Agreement dated
November 18, 2002 between the Registrants indirect wholly-owned
subsidiary, Physician Diagnostic Services, LLC, and Navarro
Lowrey, L.P.Centrepark Plaza I Partners Series, as amended
(Incorporated by reference to the Registrants registration statement on
Form S-1 and amendments thereto (File No. 33-145547)).
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10.15%
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Standard Commercial Lease
Agreement dated April 13, 2002 among the Registrants wholly-owned
subsidiary, PDSHeart, Inc., Travis Collins, David Wiedman and La Vista
Associates, Inc., as amended (Incorporated by reference to the
Registrants registration statement on Form S-1 and amendments thereto
(File No. 33-145547)).
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4
Exhibit
Number
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Description
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10.16%
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Communications Voice and
Data Services Provider Agreement dated May 12, 2003 between the
Registrant and nPhase, Incorporated, as amended (Incorporated by
reference to the Registrants registration statement on Form S-1 and
amendments thereto (File No. 33-145547)).
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10.17%
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Amendment No. 6 dated
June 26, 2008 to Communications Voice and Data Services Provider Agreement
dated May 12, 2003 between the Company and nPhase, Incorporated, as
amended (Incorporated by reference to the Registrants registration statement
on Form S-1 and amendments thereto (File No. 33-145547)).
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10.18%
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Purchase Agreement dated
September 14, 2001 between the Registrant and Varian, Inc. (a
wholly-owned subsidiary of Jabil Circuit, Inc.) (Incorporated by
reference to the Registrants registration statement on Form S-1 and
amendments thereto (File No. 33-145547)).
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10.19%
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Consignment Inventory
Agreement dated September 13, 2004 between the Registrant and
Varian, Inc. (a wholly-owned subsidiary of Jabil Circuit, Inc.)
(Incorporated by reference to the Registrants registration statement on
Form S-1 and amendments thereto (File No. 33-145547)).
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10.20%
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Form of Letter
Agreement between the Company and the stockholders selling shares of the
Registrants common stock in the initial public offering (Incorporated by
reference to the Registrants registration statement on Form S-1 and
amendments thereto (File No. 33-145547)).
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10.21%
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Indemnification Agreement
between the Company and Randy H. Thurman, relating to service on the
Board of Directors, effective July 11, 2008 (Incorporated by reference
to Exhibit 10.3 to the Registrants Form 10-Q filed
November 7, 2008).
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10.22%
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Indemnification Agreement
of Ronald A. Ahrens, relating to service on the Board of Directors,
effective August 19, 2008 (Incorporated by reference to
Exhibit 10.5 to the Registrants Form 10-Q filed November 7,
2008).
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10.23%
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Indemnification Agreement
of Kirk E. Gorman, relating to service on the Board of Directors,
effective August 19, 2008 (Incorporated by reference to
Exhibit 10.6 to the Registrants Form 10-Q filed November 7,
2008).
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10.24(1)%
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Letter Agreement, between
the Registrant and Randy H. Thurman, dated July 7, 2008
(Incorporated by reference to Exhibit 99.2 to the Registrants
Form 8-K filed July 11, 2008).
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10.25(1)%
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Separation Agreement
between the Registrant and James M. Sweeney, dated July 14, 2008
(Incorporated by reference to Exhibit 99.1 to the Registrants
Form 8-K filed July 18, 2008).
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10.26(1)%
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CardioNet, Inc.
Management Incentive Plan (Incorporated by reference to Exhibit 10.1 to
the Registrants Form 8-K filed October 28, 2008).
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10.27(1)%
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CardioNet, Inc. Long
Term Incentive Plan (Incorporated by reference to Exhibit 10.2 to the
Registrants Form 8-K filed October 28, 2008).
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10.28(1)%
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Release and Waiver of
Claims, dated January 25, 2009, by Arie Cohen. (Incorporated by
reference to Exhibit 99.2 to the Registrants Form 8-K filed
January 28, 2009).
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10.29(1)%
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Compensation Program for
Non-Employee Directors. (Incorporated by reference to Exhibit 99.5 to
the Registrants Form 8-K filed January 28, 2009).
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10.30%
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Building Lease Agreement
dated September 30, 2009, between the Registrant and EastGroup
Properties, L.P. (Incorporated by reference to Exhibit 10.5 to the
Registrants Form 10-Q filed November 6, 2009).
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10.31(1)%
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Employment Agreement,
dated as of November 14, 2008, by and between the Registrant and
Martin P. Galvan. (Incorporated by reference to Exhibit 10.36 to
the Registrants Form 10-K filed March 3, 2009).
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10.32(1)%
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Employment Agreement,
dated as of November 14, 2008, by and between the Registrant and
John F. Imperato. (Incorporated by reference to Exhibit 10.37 to
the Registrants Form 10-K filed March 3, 2009).
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10.33(1)%
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Employment Agreement,
dated as of November 14, 2008, by and among the Registrant and
Manny S. Gerolamo. (Incorporated by reference to Exhibit 99.1 to
the Registrants Form 8-K filed January 13, 2009).
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10.34(1)%
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Employment Agreement,
dated as of November 14, 2008, by and among the Registrant and Arie
Cohen. (Incorporated by reference to Exhibit 99.3 to the Registrants
Form 8-K filed January 28, 2009).
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10.35(1)%
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Employment Agreement,
dated as of October 19, 2009, by and among the Registrant and Anna
McNamara.
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10.36(1)%
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Employment Agreement,
dated as of January 28, 2010, by and among the Registrant and Heather
Getz.
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10.37(1)%
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Indemnity Agreement, dated
as of May 8, 2009, by and between the Registrant and Rebecca W.
Rimel.
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10.38(1)%
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Employment Agreement,
dated as of February 24, 2009, by and among the Registrant and Randy
Thurman. (Incorporated by reference to Exhibit 99.2 to the Registrants
Form 8-K filed February 27, 2009.)
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5
Exhibit
Number
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Description
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10.39(1)%
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Letter Agreement, dated as
of January 28, 2009, between the Registrant and Randy H. Thurman.
(Incorporated by reference to Exhibit 99.4 to the Registrants
Form 8-K filed January 28, 2009.)
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23.1*
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Consent of Independent
Registered Public Accounting Firm.
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31.1*
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Certification of Chief
Executive Officer pursuant to Rules 13a-14(a) and
15d-14(a) promulgated under the Securities and Exchange Act of 1934, as
amended.
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31.2*
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Certification of Chief
Financial Officer pursuant to Rules 13a-14(a) and
15d-14(a) promulgated under the Securities and Exchange Act of 1934, as
amended.
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32%
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Certification of Chief
Executive Officer and 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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*
Filed with this
Amendment No. 1 to Form 10-K.
%
Previously
filed.
Confidential
treatment has been granted with respect to certain portions of this exhibit.
Omitted portions have been filed separately with the Securities and Exchange
Commission.
(1)
Indicates a
management plan or compensatory plan or arrangement.
6
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.
Date: September 23,
2010
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CardioNet, Inc.
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By
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/S/ JOSEPH H. CAPPER
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Joseph H. Capper
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President
and Chief Executive Officer
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7
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