Form 10K Amendment No. 1

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

10-K/A 1 d10ka.htm FORM 10K AMENDMENT NO. 1 Form 10K Amendment No. 1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A

Amendment No. 1 to Form 10-K

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

For the fiscal year ended December 31, 2007

¨	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 001-33302

SWITCH & DATA FACILITIES COMPANY, INC.

(Exact name of registrant as specified in its charter)


Delaware		59-3641081
(State of incorporation)		(IRS Employer Identification No.)

1715 North Westshore Boulevard. Suite 650, Tampa, FL 33607

(Address of principal executive offices, including ZIP code)

(813) 207-7700

(Registrant’s telephone number, including area code)

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


Title of each class		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		NASDAQ Global Market

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 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 x 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. x 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 or a non-accelerated filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨ Yes x No

The aggregate market value of the registrant’s common stock held by non-affiliates, based on the closing price of the registrant’s common stock as reported on the Nasdaq Global Market on the last business day of the registrant’s most recently completed second fiscal quarter was approximately $650,201,222. For purposes of this calculation, it has been assumed that all the registrant’s shares of the registrant’s common stock held by directors, executive officers, and stockholders beneficially owning five percent or more of the registrant’s common stock are held by affiliates. The treatment of these persons as affiliates for purposes of this calculation is not conclusive as to whether such persons are, in fact, affiliates of the registrant.

As of February 15, 2008, a total of 34,311,387 shares of the registrant’s common stock were outstanding.

Documents Incorporated by Reference

Part III—Portions of the registrant’s definitive Proxy Statement for the Annual Meeting of Stockholders to be filed with Securities and Exchange Commission within 120 days after the end of our 2007 fiscal year. Except as expressly incorporated by reference, the registrant’s Proxy Statement shall not be deemed to be a part of this report on Form 10-K.

EXPLANATORY PARAGRAPH

This Amendment No. 1 on Form 10-K/A hereby amends the registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007, which the registrant filed with the Securities and Exchange Commission on February 28, 2008 (the “Original 10-K”). This amendment is being filed solely in order to correct Exhibits 31.1 and 31.2 to the Original 10-K, each of which inadvertently omitted the phrase “internal control over financial reporting (as defined in the Exchange Act Rules 13a-15(f) and 15d-15(f))” in the first sentence of the fourth paragraph. As no modifications to the Original 10-K are necessary other than amending and restating Exhibits 31.1 and 31.2, the registrant is only amending and restating Part IV, Item 15 of the Original 10-K, along with each of Exhibits 31.1 and 31.2. No other modification or update is otherwise being made to any other disclosure or exhibits to the Original 10-K. Accordingly, this Amendment No. 1 should be read in conjunction with the Original 10-K.

Please note that all of the information contained on the cover page of this Amendment No. 1 is as of the date of filing the Original 10-K, and has not been updated for purposes of the filing of this Amendment No. 1.

PART IV

ITEM 15.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)(3) Exhibits. The exhibits contained in the Original 10-K are hereby amended solely in order to substitute the following revised exhibits:


Exhibit Number	Description of Document	Incorporated By Reference	Form Date	Filed Herein
31.1	Chief Executive Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002			X

31.2	Chief Financial Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002			X

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Tampa, State of Florida, on this 10^th day of November, 2008.


SWITCH & DATA FACILITIES COMPANY, INC.

By:		/s/ Keith Olsen
Name:		Keith Olsen
Title:		Chief Executive Officer

EXHIBIT INDEX


Exhibit Number	Description of Document	Incorporated By Reference	Form Date	Filed Herein
31.1	Chief Executive Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002			X

31.2	Chief Financial Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002			X