-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JlvdOS6cGPSKD5MX1WnSjI63lN4WKyB2SjIEE8pxKnRvAbIJq6oirAtoPzcjjWZR lW/fIOmiKzVtWALB3gQlTA== 0001011723-09-000049.txt : 20091009 0001011723-09-000049.hdr.sgml : 20091009 20090819150052 ACCESSION NUMBER: 0001011723-09-000049 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20081231 FILED AS OF DATE: 20090819 DATE AS OF CHANGE: 20090825 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ATEL CAPITAL EQUIPMENT FUND VIII LLC CENTRAL INDEX KEY: 0001069152 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359] IRS NUMBER: 943307404 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-33103 FILM NUMBER: 091023861 BUSINESS ADDRESS: STREET 1: 600 CALIFORNIA ST STREET 2: 6TH FL CITY: SAN FRANCISCO STATE: CA ZIP: 94108 BUSINESS PHONE: 4159898800 MAIL ADDRESS: STREET 1: 600 CALIFORNIA ST STREET 2: 6TH FL CITY: SAN FRANCISCO STATE: CA ZIP: 94108 10-K/A 1 atel810ka1.txt AMENDMENT NO. 1 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 year ended December 31, 2008 |_| Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the transition period from to Commission File number 000-33103 ATEL Capital Equipment Fund VIII, LLC (Exact name of registrant as specified in its charter) California 94-3307404 (State or other jurisdiction of (I. R. S. Employer incorporation or organization) Identification No.) 600 California Street, 6th Floor, San Francisco, California 94108-2733 (Address of principal executive offices) Registrant's telephone number, including area code: (415) 989-8800 Securities registered pursuant to section 12(b) of the Act: None Securities registered pursuant to section 12(g) of the Act: Limited Liability Company Units Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes |_| No |X| If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Act of 1934. Yes |_| No |X| Indicate by a 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Sec.229.405) is not contained herein, and will not be contained, to the best of 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. |X| 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 |_| Accelerated filer |_| Non-accelerated filer |_| Smaller reporting company |X| (Do not check if a smaller reporting company) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes |_| No |X| State the aggregate market value of voting stock held by non-affiliates of the registrant: Not applicable State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of a specified date within the past 60 days. (See definition of affiliate in Rule 12b-2 of the Exchange Act.) Not applicable The number of Limited Liability Company Units outstanding as of July 31, 2009 was 13,560,188. DOCUMENTS INCORPORATED BY REFERENCE None. EXPLANATORY NOTE ATEL Capital Equipment Fund VIII, LLC (the "Company") is filing this Amendment No. 1 to amend its Annual Report on Form 10-K for the year ended December 31, 2008, which was filed with the Securities and Exchange Commission on March 26, 2009 (the "Original Filing"). The Original Filing is amended due to the inadvertent omission of phrases from the introductory portions of paragraphs 4 and 5 in Exhibits 31.1 and 31.2, the Certifications of the Chief Executive Officer and Chief Financial Officer and Chief Operating Officer, respectively. Refer to the attached exhibits to this amendment for certifications including the complete language required in paragraphs 4 and 5. Except as described above, no other changes have been made to the Original Filing. The Original Filing continues to speak as of the date of the Original Filing, and the Partnership has not updated the disclosures contained therein to reflect any events which occurred subsequent to the filing of the Original Filing, or to modify the disclosure contained in the Original Filing other than to reflect the changes described above. 2 Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (b) Exhibits (31.1) Certification of Dean L. Cash pursuant to Rules 13a-14(a)/15d-14(a) (31.2) Certification of Paritosh K. Choksi pursuant to Rules 13a-14(a)/15d-14(a) 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 report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: August 17, 2009 ATEL Capital Equipment Fund VIII, LLC (Registrant) By: ATEL Financial Services, LLC, Managing Member of Registrant By: /s/ Dean L. Cash -------------------------------------------- Dean L. Cash, President and Chief Executive Officer of ATEL Financial Services, LLC (Managing Member) By: /s/ Paritosh K. Choksi -------------------------------------------- Paritosh K. Choksi, Executive Vice President and Chief Financial Officer and Chief Operating Officer of ATEL Financial Services, LLC (Managing Member) By: /s/ Samuel Schussler -------------------------------------------- Samuel Schussler, Vice President and Chief Accounting Officer of ATEL Financial Services, LLC (Managing Member) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the persons in the capacities and on the dates indicated. SIGNATURE CAPACITIES DATE President and Chief August 17, 2009 /s/ Dean L. Cash Executive Officer of ATEL - ------------------------------------- Financial Services, LLC Dean L. Cash (Managing Member) Executive Vice President August 17, 2009 and Chief Financial Officer /s/ Paritosh K. Choksi and Chief Operating Officer - ------------------------------------- of ATEL Financial Services, LLC Paritosh K. Choksi (Managing Member) Vice President and Chief August 17, 2009 /s/ Samuel Schussler Accounting Officer of ATEL - ------------------------------------- Financial Services, LLC Samuel Schussler (Managing Member) 4 EX-31 3 atel810ka1ex311.txt EXHIBIT 31.1 EXHIBIT 31.1 CERTIFICATION PURSUANT TO RULE 13a-14(a) OR RULE 15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Dean L. Cash, certify that: 1. I have reviewed this annual report on Form 10-K/A of ATEL Capital Equipment Fund VIII, LLC; 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; 4. The registrant's other certifying officer(s) 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: 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; 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; c) Evaluated the effectiveness of the registrant's 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 d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): 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 registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: August 17, 2009 /s/ Dean L. Cash - -------------------------------------------- Dean L. Cash President and Chief Executive Officer of ATEL Financial Services, LLC (Managing Member) EX-31 4 atel810ka1ex312.txt EXHIBIT 31.2 EXHIBIT 31.2 CERTIFICATION PURSUANT TO RULE 13a-14(a) OR RULE 15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Paritosh K. Choksi, certify that: 1. I have reviewed this annual report on Form 10-K/A of ATEL Capital Equipment Fund VIII, LLC; 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; 4. The registrant's other certifying officer(s) 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: 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; 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; c) Evaluated the effectiveness of the registrant's 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 d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): 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 registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: August 17, 2009 /s/ Paritosh K. Choksi - -------------------------------- Paritosh K. Choksi Executive Vice President and Chief Financial Officer and Chief Operating Officer of ATEL Financial Services, LLC (Managing Member) COVER 5 filename5.txt [graphic omitted] ATEL Financial Services, LLC August 17, 2009 BY EDGAR AND OVERNIGHT DELIVERY Mr. Rufus Decker Accounting Branch Chief Division of Corporation Finance, Mail Stop 4631 Securities and Exchange Commission 450 Fifth Street. N.W. Washington, D.C. 20549-4631 Re: ATEL Capital Equipment Fund VIII, LLC (the "Company") Form 10-K for the fiscal year ended December 31, 2008 Form 10-Q for the period ended March 31, 2009 SEC File No. 0-33103 Dear Mr. Decker: This letter is in response to your letter dated August 7, 2009, addressed to me as Chief Financial Officer of the above-referenced Company, regarding the referenced reports. The Company's supplemental response to the comment in your letter is set forth below. FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2008 Exhibit 31 1. Attached supplementally is the Company's Form 10-K/A filed concurrently with this letter to include the required certifications, complete with the previously omitted phrases. Please contact the undersigned with any further comments or questions concerning the Company's reports. Very truly yours, ATEL Capital Equipment Fund VIII, LLC By: ATEL Financial Services, LLC, its Manager /s/ Paritosh K. Choksi ----------------------------- By: Paritosh K. Choksi, Executive Vice President 600 California Street, 6th Floor, San Francisco, CA 84108 Main 415.989.8800 Facsimile 415.989.3796 www.atel.com Mr. Rufus Decker August 17, 2009 Page 2 cc: Ms. Nudrat Salik Staff Accountant Division of Corporation Finance, Mail Stop 4631 Securities and Exchange Commission Paul J. Derenthal, Esq. Mr. Samuel Schussler Mr. Tullus Miller -----END PRIVACY-ENHANCED MESSAGE-----