10-K/A 1 v053853_10ka.htm Unassociated Document
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 
 
 
FORM 10-K/A  
(Mark One)
 
x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
 
For the fiscal year ended June 30, 2006

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 1-9728
 


Epoch Holding Corporation
(Exact name of registrant as specified in its charter)  
Delaware
(State or other jurisdiction of
incorporation or organization)
 
20-1938886
(I.R.S. Employer
Identification No.)
 
640 Fifth Avenue, New York, NY, 10019
(Address of principal executive offices), (Zip Code)
 
 
Registrant's telephone number, including area code: (212) 303-7200
 
 
 Securities registered pursuant to Section 12(b) of the Act:
 
                   Title of each class                       
 
Name of each exchange on
                   which registered                       
Common Stock, $0.01 Per Share Par Value
 
NASDAQ Capital Market
 
Securities registered pursuant to Section 12(g) of the Act: None.
 
 
 
 
 
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 ý No o
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) 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.   ý 
 
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.
 
Large accelerated filer o
 
Accelerated filer o
 
Non-accelerated filer ý
 
 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes o No ý
 
As of December 31, 2005, the registrant’s most recently completed second fiscal quarter, the aggregate market value of common equity held by nonaffiliates of the registrant was $44,707,521, computed by reference to the closing price of $5.90 on the NASDAQ Capital Market on December 31, 2005.
 
As of September 22, 2006, there were 19,671,932 shares of the registrant's common stock, $.01 par value per share, issued and outstanding.
 
DOCUMENTS INCORPORATED BY REFERENCE
 
Portions of the following documents are incorporated herein by reference into the Form 10-K as indicated:
 
Document                                                                             
 
Part of Form 10-K into
                        Which Incorporated                      
Company's Definitive Proxy Statement for the 2006 Annual Meeting of Shareholders
 
Part III
 
 
 
 
 
EXPLANATORY NOTE
 
Epoch Holding Corp. is filing this Form 10-K/A solely to include certain exhibits in Part IV, Item 15(c) of this document that were inadvertently omitted during transmission. No other information contained in the Form 10-K is amended by this form 10-K/A.
 
All information contained in this Amendment is as of the original filing date of the Form 10-K for the fiscal year ended June 30, 2006 and does not reflect any subsequent information or events other than as described above. We are not required to update and have not updated the forward-looking statements previously included in the Form 10-K for events or operations subsequent to September 28, 2006.
 
 

PART IV 

ITEM15. 
 
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES  
 (c) Exhibits
10.46
Form of Restricted Stock Award.
10.47
Office lease between 680 Fifth Avenue Associates, L.P. (Landlord) and JNet Enterprises, Inc. (Tenant) dated May 10, 2000.
10.48
Office sub-lease between JNet Enterprises, Inc. (Sublandlord) and The Game Show Network (Subtenant) dated December 27, 2001.
 
 
 
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.
 
 
     
Dated: September 29, 2006 EPOCH HOLDING CORPORATION
 
 		 (Registrant)
  By:   /s/ William W. Priest
 
William W. Priest
Chief Executive Officer
   
 
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.
 
Signature
 
Title
Date
       
/s/ Allan R. Tessler
 
Chairman of the Board
September 29, 2006
Allan R. Tessler
      
       
/s/ William W. Priest
  
Chief Executive Officer
September 29, 2006
William W. Priest
  
(Principal Executive Officer)
  
       
/s/ Adam Borak
 
Chief Financial Officer
September 29, 2006
Adam Borak
  
(Principal Financial Officer)
  
       
       
/s/ Enrique R. Arzac
  
Director
September 29, 2006
Enrique R. Arzac
      
       
/s/ Jeffrey L. Berenson
 
Director
September 29, 2006
Jeffrey L. Berenson
      
       
/s/ Peter A. Flaherty
 
Director
September 29, 2006
Peter A. Flaherty
      
       
/s/ Eugene M. Freedman
 
Director
September 29, 2006
Eugene M. Freedman
      
       
/s/ David R. Markin
 
Director
September 29, 2006
David R. Markin
      
 
2