10-K/A 1 catm-20160301x10ka.htm 10-K/A catm_Current Folio_10KA

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549 

 

FORM 10-K/A 

(Amendment No. 1)

 

 

(Mark One)

 

 

 

☑

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

For the fiscal year ended December 31, 2015 

 

or 

 

 

☐ 

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: 001-33864 

 

CARDTRONICS, INC.

(Exact name of registrant as specified in its charter)

Delaware 

76-0681190 

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)

 

 

3250 Briarpark Drive, Suite 400 

77042 

Houston, Texas 

(Zip Code)

(Address of principal executive offices)

 

 

Registrant's telephone number, including area code: (832) 308-4000

 Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

The NASDAQ Stock Market 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 Act. Yes ☑ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☑

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 ☑ 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 ☑ 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 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. ☐

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.

 

Large accelerated filer ☑

Accelerated filer ☐

Non-accelerated filer ☐ 

Smaller reporting company ☐ 

 

(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 Act). Yes ☐ No ☑

Aggregate market value of common stock held by non-affiliates as June 30, 2015, the last business day of the registrant’s most recently completed second fiscal quarter, based on the reported last sale price of common stock on that date: $1,637,946,859.

Number of shares outstanding as of February 15, 2016:  45,186,277 shares of Common Stock, par value $0.0001 per share.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of our definitive proxy statement for the 2016 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission within 120 days of December 31, 2015, are incorporated by reference into Part III of this Annual Report on Form 10-K.

 

 

 

 

EXPLANATORY NOTE

 

The sole purpose of this Amendment No. 1 (this “Amendment”) to the Annual Report on Form 10-K for the fiscal year ended December 31, 2015 of Cardtronics, Inc. (the “Original Form 10-K”), as filed with the Securities and Exchange Commission (the “SEC”) on February 22, 2016, is to file Exhibit 21.1 (subsidiaries of the registrant), which was inadvertently omitted from the Original Form 10-K.  No other changes have been made to the Original Form 10-K.

 

This Amendment speaks as of the filing date of the Original Form 10-K, does not reflect events that may have occurred subsequent to the filing date of the Original Form 10-K and does not modify or update in any way disclosures made in the Original Form 10-K, except to file the exhibit above referenced.  As required by the rules of the SEC, Exhibits 31.1 and 31.2 are also being filed with this Amendment.

 

 

 

 

 

 

SIGNATURE

 

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, in the City of Houston, State of Texas, on March 1, 2016.

 

CARDTRONICS, INC.

 

 

 

 

/s/ Steven A. Rathgaber

 

Steven A. Rathgaber

 

Chief Executive Officer and Director

 

(Principal Executive Officer)

 

 

 

 

EXHIBIT INDEX

 

Exhibit Number

 

Description

21.1*

 

Subsidiaries of Cardtronics, Inc.

31.1*

 

Certification of the Chief Executive Officer of Cardtronics, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*

 

Certification of the Chief Financial Officer of Cardtronics, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

* Filed herewith.