10-K/A 1 w07630e10vkza.htm AMENDMENT 2 TO FORM 10-K e10vkza
 

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 10-K/A
AMENDMENT NO. 2
     
(Mark One)    
 
x   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the year ended December 31, 2004


OR
o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Commission File No. 0-30821
TELECOMMUNICATION SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
     
Maryland
(State or Other Jurisdiction of Incorporation or Organization) 		  52-1526369
(I.R.S. Employer Identification No.)
275 West Street, Annapolis, MD
(Address of principal executive offices) 		  21401
(Zip Code)
(410) 263-7616
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None.
Securities registered pursuant to Section 12(g) of the Act: Class A Common Stock, Par Value $0.01 per share
     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 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.     o
     Indicate by check mark whether the registrant is an accelerated filer, as defined by Securities Exchange Act Rule 12 b-2: Yes x No o
     As of June 30, 2004, the aggregate market value of the Class A Common Stock held by non-affiliates, as reported on the NASDAQ National Market, was approximately $131,078,871.*
     As of February 28, 2005 there were 30,890,101 shares of Class A Common Stock and 8,303,601 shares of Class B Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
     
Document   Part of 10-K into which incorporated
Proxy statement related to registrant’s Annual Meeting
of Stockholders to be held on June 9, 2005
  Part III
* Excludes 1,498,139 shares of Class A Common Stock and 8,845,001 shares of Class B Common Stock deemed to be held by officers and directors and stockholders whose ownership exceeds ten percent of the shares outstanding at June 30, 2004. Exclusion of shares held by any person should not be construed to indicate that such person possesses the power, direct or indirect, to direct or cause the direction of the management or policies of the registrant, or that such person is controlled by or under common control with the registrant.
 
 

 

Explanatory Note
     This Amendment No. 2 on Form 10-K/A is being filed to include the required certifications for Amendment No. 1 to the Company’s Annual Report on Form 10-K filed on March 23, 2005. This Amendment No. 2 does not otherwise alter or amend any exhibits to or disclosures set forth in Amendment No. 1 or our Annual Report on Form 10-K for the year ended December 31, 2004.
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.
  TeleCommunication Systems, Inc.
  By:  /s/Maurice B. Tosé
 
 
  Maurice B. Tosé
  Chief Executive Officer, President and
  Chairman of the Board
     Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. The undersigned hereby constitute and appoint Maurice B. Tosé, Thomas M. Brandt, Jr. and Bruce A. White, and each of them, their true and lawful agents and attorneys-in-fact with full power and authority in said agents and attorneys-in-fact, and in any one or more of them, to sign for the undersigned and in their respective names as directors and officers of TeleCommunication Systems, any amendment or supplement hereto. The undersigned hereby confirm all acts taken by such agents and attorneys-in-fact, and any one or more of them, as herein authorized
         
Name   Title   Date
         
/s/ Maurice B. Tosé
 
Maurice B. Tosé 		  Chief Executive Officer, President and Chairman of the Board (Principal Executive Officer)   April 11, 2005
 
/s/ Thomas M. Brandt, Jr.
 
Thomas M. Brandt, Jr. 		  Chief Financial Officer and Senior Vice President (Principal Financial Officer)   April 11, 2005
 
/s/ Clyde A. Heintzelman*
 
Clyde A. Heintzelman 		  Director   April 11, 2005
 
/s/ Richard A. Kozak*
 
Richard A. Kozak 		  Director   April 11, 2005
 
/s/ Weldon H. Latham*
 
Weldon H. Latham 		  Director   April 11, 2005
 
/s/ Byron F. Marchant*
 
Byron F. Marchant 		  Director   April 11, 2005
 
*By /s/ Thomas M. Brandt, Jr.
 
Thomas M. Brandt, Jr. as attorney-in-fact 		       

 

 

EXHIBIT INDEX
         
Exhibit      
No.
    
Description
 
  31.1     Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
 
  31.2     Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
 
  32.1     Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
 
  32.2     Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.