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

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

Amendment No. 1

Form 10-K/A

 


 

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

 

For the Fiscal Year Ended October 31, 2005

 

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 0-21103

 


 

Advanced Digital Information Corporation

(Exact name of registrant as specified in its charter)

 


 

Washington   91-1618616

(State or other jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

P.O. Box 97057

11431 Willows Road N.E.

Redmond, Washington

  98073-9757
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code:

(425) 881-8004

 


 

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

 

Title of each class


 

Name of each exchange on which registered


(None)   (None)

 

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

 

Common Stock

Preferred Stock Purchase Rights

(Title of Class)

 


 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.     Yes  ¨    No  x

 

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  ¨    No  x

 

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  ¨

 

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

 

Large accelerated filer  ¨    Accelerated filer  x    Non-accelerated filer  ¨

 

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

 

The aggregate market value of voting stock held by nonaffiliates of the registrant is $406,131,145 as of April 30, 2005, based on the closing sale price of such stock on the Nasdaq National Market on that date.

 

There were 61,475,863 shares of common stock outstanding as of December 15, 2005.

 

The information requested by Items 10, 11, 12, 13 and 14 of Part III, to the extent not set forth herein, is incorporated by reference to the proxy statement to be filed in connection with the Annual Meeting of Shareholders to be held on March 15, 2006.

 



EXPLANATORY NOTE

 

Advanced Digital Information Corporation (the “Company”) is filing this Amendment No. 1 (“Amendment No. 1”) to its Annual Report on Form 10-K for the fiscal year ended October 31, 2005, originally filed with the Securities and Exchange Commission on January 16, 2006 (the “Original Filing”), for the purpose of amending Exhibit 10.14, Schedule of Change of Control Agreements, to the Original Filing. We are also updating the signature page and Exhibits 31.1 and 31.2.

 

Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, the complete text of Item 15 of Part IV, as amended, is set forth below. The remainder of the Original Filing is unchanged and is not reproduced in this Amendment No. 1. This Amendment No. 1 speaks as of the filing date of the Original Filing and reflects only the changes discussed above. No other information included in the Original Filing, including the Company’s financial statements and the footnotes thereto, has been modified or updated in any way.

 

PART IV

 

Item 15. Exhibits and Financial Statement Schedules.

 

a. The following documents are filed as part of this report:

 

(1) Financial Statements: See listing of Financial Statements included as a part of the Original Filing in Item 8 of Part II.

 

(2) All financial statement schedules are omitted since the required information is not present or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and notes thereto.

 

(3) Exhibits. See pages 3-4 for index to exhibits.

 

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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.

 

ADVANCED DIGITAL INFORMATION CORPORATION

/s/ PETER H. VAN OPPEN


Peter H. van Oppen
Chair and Chief Executive Officer

 

Dated: February 8, 2006

 

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INDEX TO EXHIBITS

 

Exhibit
Number


 

Description


   Reference

3.1   Restated Articles of Incorporation of ADIC (Exhibit 3.1)    (A)
3.2   Restated Bylaws of ADIC (Exhibit 3.2)    (B)
4.1   Rights Agreement, dated as of August 12, 1996, between ADIC and ChaseMellon Shareholders Services, L.L.C., as Rights Agent (Exhibit 4.2)    (C)
4.2   Specimen Common Stock Certificate (Exhibit 4.2)    (D)
10.1   Lease Agreement and Work Letter Agreement between The Quadrant Corporation and ADIC (Exhibit 10.1)    (E)
10.2   Lease Agreement between Opus Northwest LLC and ADIC (Exhibit 10.1)    (F)
10.3*   ADIC Bonus Plan (Exhibit 10.3)    (B)
10.4*   Amended 1997 Stock Purchase Plan (Appendix C)    (G)
10.5*   ADIC 1996 Stock Option Plan (Exhibit 99.2)    (H)
10.6*   ADIC 1999 Stock Incentive Compensation Plan (Appendix B)    (G)
10.7*   1997 Stock Option Plan of Pathlight Technology, Inc (Exhibit 99.3)    (I)
10.8*   ADIC 2002 Team Member Retention Stock Option Plan (Exhibit 10.9)    (D)
10.9*   1999 Team Member Plan (Exhibit 99.1)    (H)
10.10*   Outside Directors August 2000 Stock Option Program (Exhibit 99.1)    (I)
10.11*   Form of Indemnification Agreement (Exhibit 10.5)    (J)
10.12*   Schedule of Indemnification Agreements   
10.13*   Form of Change of Control Agreement (Exhibit 10.1)    (K)
10.14*   Schedule of Change of Control Agreements     
10.15*   Letter agreement with William Britts regarding expatriate related expenses (Exhibit 10.15)    (B)
10.16*   Form of 1999 Stock Incentive Compensation Plan Non-Qualified Stock Option Agreement (Exhibit 10.16)    (L)
10.17*   Form of 1999 Stock Incentive Compensation Plan Non-Qualified Stock Option Agreement for Non-Employee Directors (Exhibit 10.17)    (L)
21.1   Subsidiaries of the Registrant   
23.1   Consent of Independent Registered Public Accounting Firm   
31.1   Certification of Peter H. van Oppen, Chair and Chief Executive Officer of Advanced Digital Information Corporation, pursuant to Rule 13a-14(a) of the Securities and Exchange Act of 1934, as amended pursuant to Section 302 of the Sarbanes-Oxley Act of 2002     
31.2   Certification of Jon W. Gacek, Chief Financial Officer and Executive Vice President-Finance and Operations of Advanced Digital Information Corporation, pursuant to Rule 13a-14(a) of the Securities and Exchange Act of 1934, as amended pursuant to Section 302 of the Sarbanes-Oxley Act of 2002     

 

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Exhibit

Number


 

Description


   Reference

32.1   Certification of Peter H. van Oppen, Chair and Chief Executive Officer of Advanced Digital Information Corporation, as adopted pursuant to 18 U.S.C. Section 1350 pursuant to Section 906 of the Sarbanes-Oxley Act of 2002   
32.2   Certification of Jon W. Gacek, Chief Financial Officer and Executive Vice President-Finance and Operations of Advanced Digital Information Corporation, as adopted pursuant to 1 U.S.C. Section 1350 pursuant to pursuant to Section 906 of the Sarbanes-Oxley Act of 2002   

* Management contract or compensatory plan or arrangement.
Previously filed.
(A) Incorporated by reference to designated exhibit to Form S-4 (File No. 333-55652), filed on February 14, 2001.
(B) Incorporated by reference to designated exhibits to the Annual Report on Form 10-K (File No. 000-21103), filed on January 28, 2004.
(C) Incorporated by reference to designated exhibit to Form 10-12G/A (File No. 000-21103), filed on August 22, 1996.
(D) Incorporated by reference to designated exhibits to the Annual Report on Form 10-K (File No. 000-21103), filed on January 28, 2003.
(E) Incorporated by reference to designated exhibit to the Annual Report on Form 10-K (File No. 000-21103), filed on January 23, 1998.
(F) Incorporated by reference to designated exhibit to the Quarterly Report on Form 10-Q (File No. 000-21103), filed on September 12, 2001.
(G) Incorporated by reference to designated appendixes of the Proxy Statement (Def 14A) filed on January 30, 2004.
(H) Incorporated by reference to designated exhibits of Registration Statement No. 333-93429 on Form S-8, filed on December 22, 1999.
(I) Incorporated by reference to designated exhibits of Registration Statement No. 333-61082 on Form S-8, filed on May 17, 2001.
(J) Incorporated by reference to designated exhibit to the Annual Report on Form 10-K (File No. 000-21103), filed on January 16, 1997.
(K) Incorporated by reference to designated exhibit to the Quarterly Report on Form 10-Q (File No. 000-21103), filed on September 1, 1999.
(L) Incorporated by reference to designated exhibits to the Annual Report on Form 10-K (File No. 000-21103), filed on January 13, 2005.

 

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