Amended Annual Report (10-k/a)
April 14 2015 - 4:04PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
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Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended March 30, 2014 |
or
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Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period
from to
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Commission File Number 001-35269
INVENSENSE,
INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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01-0789977 |
(State or other jurisdiction of
Incorporation or organization) |
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(I.R.S. Employer
Identification No.) |
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1745 Technology Drive Suite 200, San Jose, CA 95110 |
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94089 |
(Address of principal executive offices) |
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(Zip code) |
(408) 988-7339
(Registrants telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class |
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Name of Each Exchange on Which Registered |
Common Stock, $0.001 Par Value |
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New York Stock Exchange LLC |
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 x 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 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 ¨
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 x 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 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. ¨
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:
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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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¨ (Do not check if a smaller reporting company) |
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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
Act). YES ¨ NO x
As of September 27, 2013, the last business day of the registrants most recently completed second fiscal quarter, the aggregate
market value of registrants voting and non-voting common stock held by non-affiliates was approximately $1,300 million, based upon the closing sale price of the common stock as reported on the New York Stock Exchange. This calculation
excludes the shares of common stock held by each officer, director and holder of 5% or more of the outstanding common stock as of September 27, 2013. This calculation does not reflect a determination that such persons are affiliates for any
other purposes.
As of May 7, 2014, there were 88,185,669 shares of the registrants common stock, $0.001 par value, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None.
EXPLANATORY NOTE
InvenSense, Inc. (the Company or our) is filing this Amendment No. 1 to Annual Report on Form 10-K/A (this
Amendment) to our Annual Report on Form 10-K for the fiscal year ended March 30, 2014, as filed with the Securities and Exchange Commission (the SEC) on May 29, 2014 (the Original
Filing). The purpose of this Amendment is solely to re-file Exhibits 31.1 and 31.2 to the Original Filing. In accordance with Rule 12b-15 of the Exchange Act, the Company has set forth the text of Item 15, as amended, in its entirety
below.
Except as set forth in Part IV below and in any exhibits attached hereto, no other changes are made to the Original Filing. The
Original Filing continues to speak as of the date of the Original Filing. Unless expressly stated, this Amendment does not reflect events occurring after the filing date of the Original Filing, nor does it modify or update in any way the disclosures
contained in the Original Filing.
2
PART IV
Item 15. |
Exhibits and Financial Statement Schedules |
(b) Exhibits
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Exhibit
Number |
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Exhibit Description |
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Incorporated by Reference |
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Form |
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File No. |
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Exhibit(s) |
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Filing Date |
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3.1 |
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Form of Third Amended and Restated Certificate of Incorporation of InvenSense, Inc. |
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S-1 |
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333-167843 |
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3.5 |
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August 25, 2011 |
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3.2 |
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Form of Third Amended and Restated Bylaws of InvenSense, Inc. |
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S-1 |
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333-167843 |
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3.7 |
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August 25, 2011 |
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4.1 |
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Form of InvenSense, Inc.s Common Stock Certificate. |
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S-1 |
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333-167843 |
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4.1 |
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August 25, 2011 |
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4.2 |
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Indenture, dated November 13, 2013, between InvenSense, Inc. and Wells Fargo Bank, National Association. |
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8-K |
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001-35269 |
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4.1 |
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November 13, 2013 |
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10.1 |
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InvenSense, Inc. 2004 Stock Incentive Plan, as amended, and related documents. |
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S-1 |
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333-167843 |
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10.1 |
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June 28, 2010 |
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10.2 |
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InvenSense, Inc. 2011 Stock Incentive Plan and related documents. |
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S-1 |
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333-167843 |
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10.2 |
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August 25, 2011 |
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10.3 |
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Form of Indemnification Agreement by and between the Company and each of its directors. |
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S-1 |
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333-167843 |
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10.16 |
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August 25, 2011 |
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10.4 |
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Offer Letter, between the Company and Stephen Lloyd, dated November 13, 2008. |
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S-1 |
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333-167843 |
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10.8 |
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June 28, 2010 |
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10.5 |
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Offer Letter, between the Company and Daniel Goehl, dated October 28, 2004. |
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S-1 |
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333-167843 |
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10.9 |
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June 28, 2010 |
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10.6 |
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Compensation Agreement, between the Company and Jim Callas, dated January 18, 2011. |
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S-1 |
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333-167843 |
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10.12 |
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May 24, 2011 |
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10.7 |
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Offer Letter, between the Company and Jim Callas, dated August 20, 2010. |
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S-1 |
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333-167843 |
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10.12.1 |
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May 24, 2011 |
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10.8 |
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Employment Agreement, between the Company and Alan Krock, dated as of May 31, 2011. |
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S-1 |
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333-167843 |
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10.13 |
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August 25, 2011 |
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10.9 |
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Industrial Lease between the Company and AMB Property, L.P., dated June 13, 2007. |
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S-1 |
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333-167843 |
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10.13 |
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June 28, 2010 |
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10.10 |
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First Amendment to Lease Agreement between the Company and AMB Property, L.P., dated June 26, 2009. |
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S-1 |
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333-167843 |
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10.14 |
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June 28, 2010 |
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10.11 |
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Second Amendment to Lease Agreement between the Company and Prologis L.P., dated February 17, 2012. |
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8-K |
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001-35269 |
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10.1 |
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February 24, 2012 |
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10.12 |
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Employment Agreement between the Company and Behrooz Abdi, dated October 23, 2012. |
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8-K |
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001-35269 |
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10.1 |
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October 23, 2012 |
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10.13 |
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Executive Change in Control and Severance Agreement between the Company and Behrooz Abdi, dated October 23, 2012. |
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8-K |
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001-35269 |
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10.2 |
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October 23, 2012 |
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10.14 |
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Transition and Release Agreement between the Company and Steven Nasiri, dated October 23, 2012. |
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8-K |
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001-35269 |
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10.3 |
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October 23, 2012 |
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10.15 |
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Form of Executive Change in Control and Severance Agreement. |
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8-K |
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001-35269 |
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10.1 |
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May 21, 2014 |
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21.1 |
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Subsidiary List. |
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10-K |
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001-35269 |
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21.1 |
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May 29, 2014 |
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23.1 |
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Consent of Deloitte & Touche LLP. |
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10-K |
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001-35269 |
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23.1 |
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May 29, 2014 |
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24.1 |
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Power of Attorney. |
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10-K |
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001-35269 |
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24.1 |
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May 29, 2014 |
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31.1* |
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Certification of the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act.* |
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31.2* |
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Certification of the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act.* |
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32.1 |
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Certification of the Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act. |
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10-K |
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001-35269 |
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32.1 |
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May 29, 2014 |
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101.INS |
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XBRL Instance Document |
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101.SCH |
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XBRL Taxonomy Extension Schema |
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101.CAL |
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XBRL Taxonomy Extension Calculation Linkbase |
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101.DEF |
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XBRL Taxonomy Extension Definition Linkbase |
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101.LAB |
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XBRL Taxonomy Extension Label Linkbase |
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101.PRE |
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XBRL Taxonomy Extension Presentation Linkbase |
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Indicates a management contract or compensatory plan or arrangement. |
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Previously filed with our Annual Report on Form 10-K filed with the SEC on May 29, 2014. |
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Previously furnished with our Annual Report on Form 10-K filed with the SEC on May 29, 2014. |
3
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment
No. 1 to its Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.
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InvenSense, Inc. |
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Dated: April 14, 2015 |
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By: |
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/s/ Mark Dentinger |
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Mark Dentinger |
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Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer and Chief Accounting Officer) |
Pursuant to the requirements of the Securities Exchange Act of 1934, this Amendment No. 1 to Annual
Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
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Dated: April 14, 2015 |
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By: |
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/s/ Behrooz Abdi |
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Behrooz Abdi |
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Chief Executive Officer and Director
(Principal Executive Officer) |
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Dated: April 14, 2015 |
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By: |
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/s/ Mark Dentinger |
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Mark Dentinger |
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Chief Financial Officer (Principal Financial
and Principal Accounting Officer) |
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Dated: April 14, 2015 |
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By: |
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Amir Faintuch |
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Director |
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Dated: April 14, 2015 |
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By: |
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Usama Fayyad |
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Director |
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Dated: April 14, 2015 |
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By: |
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Emiko Higashi |
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Director |
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Dated: April 14, 2015 |
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By: |
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/s/ Jon Olson* |
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Jon Olson |
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Director |
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Dated: April 14, 2015 |
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By: |
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/s/ Amit Shah* |
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Amit Shah |
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Director |
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Dated: April 14, 2015 |
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By: |
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/s/ Eric Stang* |
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Eric Stang |
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Director |
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Dated: April 14, 2015 |
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By: |
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/s/ Tim Wilson* |
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Tim Wilson |
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Director |
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Dated: April 14, 2015 |
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By: |
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/s/ Yunbei Ben Yu, Ph.D* |
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Yunbei Ben Yu, Ph.D |
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Director |
* |
Pursuant to Power of Attorney |
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By: |
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/s/ Behrooz Abdi |
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Behrooz Abdi |
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Chief Executive Officer and Director
(Principal Executive Officer) |
4
Exhibit 31.1
CERTIFICATION PURSUANT TO RULE 13a-14(a) AND 15d-14(a) UNDER
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
I, Behrooz Abdi, certify that:
1. |
I have reviewed this Annual Report on Form 10-K of InvenSense, Inc.; |
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this report; |
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report; |
4. |
The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
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(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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(c) |
Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and |
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(d) |
Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter
in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. |
The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the
registrants board of directors (or persons performing the equivalent functions): |
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(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record,
process, summarize and report financial information; and |
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(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
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April 14, 2015 |
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/s/ Behrooz Abdi |
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Behrooz Abdi |
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Chief Executive Officer (Principal Executive
Officer) |
Exhibit 31.2
CERTIFICATION PURSUANT TO RULE 13a-14(a) AND 15d-14(a) UNDER
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
I, Mark Dentinger, certify that:
1. |
I have reviewed this Annual Report on Form 10-K of InvenSense, Inc.; |
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this report; |
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report; |
4. |
The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
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(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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(c) |
Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and |
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(d) |
Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter
in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. |
The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the
registrants board of directors (or persons performing the equivalent functions): |
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(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record,
process, summarize and report financial information; and |
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(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
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April 14, 2015 |
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/s/ Mark Dentinger |
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Mark Dentinger |
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Chief Financial Officer (Principal Financial
Officer) |
Invensense, Inc. (NYSE:INVN)
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