-----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, BUsPagYoFPB2Q0kzuNpyq+6PpTN0REwMhs/9hNfbYFFFKAt9LDkRFWhZ4PcPFNRM pHH7gMaFcngqbU+nQ7ryOg== 0000950135-02-002610.txt : 20020513 0000950135-02-002610.hdr.sgml : 20020513 ACCESSION NUMBER: 0000950135-02-002610 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020331 FILED AS OF DATE: 20020513 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROBOTIC VISION SYSTEMS INC CENTRAL INDEX KEY: 0000225868 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823] IRS NUMBER: 112400145 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-08623 FILM NUMBER: 02642976 BUSINESS ADDRESS: STREET 1: 5 SHAWMUT ROAD CITY: CANTON STATE: MA ZIP: 02021 BUSINESS PHONE: 7818210830 MAIL ADDRESS: STREET 1: 5 SHAWMUT ROAD CITY: CANTON STATE: MA ZIP: 02021 FORMER COMPANY: FORMER CONFORMED NAME: SOLID PHOTOGRAPHY INC DATE OF NAME CHANGE: 19810819 10-Q/A 1 b43126q1e10-qa.txt ROBOTIC VISION SYSTEMS, INC. ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A-1 QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended MARCH 31, 2002 Commission File Number 0-8623 ROBOTIC VISION SYSTEMS, INC. (Exact name of Registrant as specified in its charter) DELAWARE 11-2400145 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 5 SHAWMUT ROAD, CANTON, MASSACHUSETTS 02021 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (781) 302-2439 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 twelve 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 | | Number of shares of Common Stock outstanding as of May 9, 2002 60,602,775 ================================================================================ ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits.
EXHIBIT NO. DESCRIPTION --- ----------- 3.1 Further amendments to registrant's Restated Certificate of Incorporation. 10.11* Third Amendment to the Revolving Credit and Security Agreement, dated April 3, 2002 between PNC Bank, National Association (as lender and agent) and Registrant (as borrower). 10.12* Securities Purchase Agreement, dated as of April 23, 2002, by and among Registrant and the purchasers listed therein. 10.13* Registration Rights Agreement, dated as of May 1, 2002 by and among Registrant and the purchasers listed therein. 10.14* Form of Registrant's Common Stock Purchase Warrant expiring June 30, 2002 to purchase in the aggregate up to 2,055,436 shares of common stock. 10.15* Form of Registrant's Common Stock Purchase Warrant expiring May 1, 2005 to purchase in the aggregate up to 2,569,305 shares of common stock. 10.16* Registrant's Common Stock Purchase Warrant expiring May 1, 2005 to purchase in the aggregate up to 565,249 shares of common stock.
(b) Report on Form 8-K. -During the quarter ended March 31, 2002, we filed a current report on Form 8-K, dated March 28, 2002, with the Securities and Exchange Commission. The item reported on such Form 8-K was Item 5 - Other Events, which referenced that we learned that the staff of the Securities and Exchange Commission had commenced a formal investigation into our recent accounting practices that led to our May 2001 restatement of our financial results for the fiscal year ended September 30, 2000 and for the three month period ended December 31, 2000. * Previously filed with this quarterly report on Form 10-Q. 18 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the registrant has duly caused this amendment to this report to be signed on its behalf by the undersigned, thereunto duly authorized. ROBOTIC VISION SYSTEMS, INC. ---------------------------- Registrant Dated: May 13, 2002 /s/ JOHN J. CONNOLLY -------------------------------- JOHN J. CONNOLLY Chief Financial Officer (Principal Financial and Accounting Officer) 19 EX-3.1 3 b43126q1ex3-1.txt FURTHER AMENDMENTS TO REGISTRANTS RESTATED CERT. EXHIBIT 3.1 CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF ROBOTIC VISION SYSTEMS, INC. ROBOTIC VISION SYSTEMS, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "Corporation"), DOES HEREBY CERTIFY: FIRST: That at a meeting of the Board of Directors of the Corporation resolutions were duly adopted setting forth a proposed amendment to the Restated Certificate of Incorporation of the Corporation, declaring said amendment to be advisable and providing for consideration thereof at the next regularly scheduled meeting of the stockholders of the Corporation. The resolution setting forth the proposed amendment is as follows: RESOLVED, that the Corporation's Restated Certificate of Incorporation be amended to increase the number of shares of common stock authorized thereunder from seventy-five million (75,000,000) to one hundred million (100,000,000), subject to ratification by the stockholders at the next regularly scheduled meeting of stockholders; and it was further RESOLVED, that Article FOURTH of the Restated Certificate of Incorporation be amended to read as follows: "FOURTH: the Corporation shall be authorized to issue one hundred million (100,000,000) shares with a par value of one cent $0.01) per share." SECOND: That, pursuant to resolutions duly adopted by the Board of Directors of the Corporation, the 2002 annual meeting of the stockholders of the Corporation was duly called and held on the 3rd day of April, 2002 upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware, at which meeting the necessary number of shares as required by statute were voted in favor of the amendment. THIRD: That the aforesaid amendment was duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, the Corporation has caused this Certificate to be signed by Pat V. Costa, its President, and John J. Connolly, its Secretary, this 3rd day of April, 2002. /s/ Pat V. Costa ------------------------------------ Pat V. Costa, President ATTEST: /s/ John J. Connolly - ----------------------------------- John J. Connolly, Secretary -----END PRIVACY-ENHANCED MESSAGE-----