Amended Annual Report (10-k/a)
01 Febrero 2013 - 3:14PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(AMENDMENT NO. 1)
| X | Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
FOR THE FISCAL YEAR ENDED OCTOBER 31, 2012
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 0-7642
PASSUR AEROSPACE, INC.
(Exact Name of Registrant as Specified in Its Charter)
NEW YORK 11-2208938
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
|
ONE LANDMARK SQUARE, SUITE 1900, STAMFORD, CONNECTICUT 06901
(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code: 203-622-4086
Securities registered pursuant to
Section 12(b) of the Act: NONE
Securities registered pursuant to
Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $0.01 PER SHARE
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 Exchange 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 whether the Registrant has submitted electronically and
posted on its corporate Website, if any, every Interactive Data File required to
be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the Registrant was required to submit and post such files).
YES [X] NO [ ]
Indicate by checkmark 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 the 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 the definitions of
"accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange
Act. (Check one): Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] (Do not check if a smaller reporting company)
Smaller reporting company [X]
Indicate by check mark whether the Registrant is a shell company (as defined in
Rule 12b-2 of the Act). YES [ ] NO [X]
The aggregate market value of the voting shares of the Registrant held
by non-affiliates as of April 30, 2012 was $8,421,000
The number of shares of common stock, $0.01 par value,
outstanding as of January 10, 2013 was 7,193,140
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Definitive Proxy Statement for the 2012 Annual
Meeting of Stockholders, to be filed with the Securities and Exchange Commission
within 120 days of October 31, 2012, are incorporated by reference into Part III
of this Form 10-K.
EXPLANATORY NOTE
This Amendment No. 1 (the "Amendment") to the Annual Report on Form 10-K
for the fiscal year ended October 31, 2012 (the "Form 10-K"), originally filed
by PASSUR Aerospace, Inc. on January 29, 2013, is being filed solely for the
purpose of amending and restating Exhibit 23.1 of the Form 10-K to correct a
typographical error contained in such exhibit changing a date from "January 28,
2013" to "January 29, 2013". Part IV, Item 15(c) of the Form 10-K is being
amended and restated to reflect that Exhibit 23.1 is filed herewith and that the
other exhibits filed or furnished with the Form 10-K were previously filed or
furnished, as applicable.
Except as described above, no other changes have been made to the Form
10-K. This Amendment does not amend, update or change the financial statements
or disclosures in the Form 10-K and does not reflect events occurring after the
filing of the Form 10-K.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(C) INDEX TO EXHIBITS
The following exhibits are required to be filed with this Annual Report on
Form 10-K by Item 15(a)(3).
EXHIBITS
3.1 The Company's composite Certificate of Incorporation, dated as of
January 24, 1990, is incorporated by reference from our Annual Report
on Form 10-K for the fiscal year ended October 31, 1989.
3.2 The Company's By-laws, dated as of May 16, 1988, are incorporated by
reference to Exhibit 3-14 to our Annual Report on Form 10-K for the
fiscal year ended October 31, 1998.
10.1 The Company's 1988 Bonus Pool Plan is incorporated by reference to
Exhibit 10-1 to our Annual Report on Form 10-K for the fiscal year
ended October 31, 1998.
10.2 The Company's 1988 Stock Option Plan is incorporated by reference to
Exhibit 10-3 to our Annual Report on Form 10-K for the fiscal year
ended October 31, 1998.
10.3 The Company's Amended 1999 Stock Incentive Plan is incorporated by
reference to Exhibit 10.3 of our Report on Form 8-K filed on April 17,
2006.
10.4 Severance Agreement with Yitzhak N. Bachana effective October 2, 1998
is incorporated by reference from our Form 8-K, dated October 13,
1998.
10.5 Letter of Agreement for employment services, dated December 28, 1999,
between the Company and Ken J. McNamara is incorporated by reference
to Exhibit 10.5 to our Annual Report on Form 10-K for the fiscal year
ended October 31, 1999.
10.6 Letter of Agreement for employment services, dated September 5, 2002,
between the Company and Delon Dotson is incorporated by reference to
Exhibit 99.1 to our Form 8-K, dated September 12, 2002.
10.7 Debt Agreement, dated November 1, 2003, between the Company and G.S.
Beckwith Gilbert is incorporated by reference to Exhibit 10-1 to our
Form 8-K, dated January 23, 2004.
10.8 Debt Extension Agreement, dated as of November 1, 2004, between the
Company and G.S. Beckwith Gilbert is incorporated by reference to
Exhibit 10.1 to our Current Report on Form 8-K on February 1, 2005.
10.9 Debt Extension Agreement, made as of November 1, 2005, between the
Company and G.S. Beckwith Gilbert, is incorporated by reference to
Exhibit 10.2 to our Current Report on Form 8-K filed on February 6,
2006.
10.10 Debt Extension Agreement, made as of November 1, 2006, between the
Company and G.S. Beckwith Gilbert, is incorporated by reference to
Exhibit 10.2 to our Current Report on Form 8-K filed on January 5,
2007.
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10.11 Debt Extension Agreement, made as of November 1, 2007, between the
Company and G.S. Beckwith Gilbert is incorporated by reference to
Exhibit 10.3 to our Current Report on Form 8-K filed on January 17,
2008.
10.12 Debt Extension Agreement, made as of November 1, 2008, between the
Company and G.S. Beckwith Gilbert is incorporated by reference to
Exhibit 10.2 to our Current Report on Form 8-K filed on January 28,
2009.
10.13 Form of Securities Purchase Agreement, dated May 9, 2011 is
incorporated by reference to Exhibit 10.1 to our Current Report on
Form 8-K filed on May 9, 2011.
10.14 Debt Conversion Agreement and Secured Promissory Note, dated May 9,
2011 is incorporated by reference to Exhibit 10.2 to our Current
Report on Form 8-K filed on May 9, 2011.
10.15 Amendment No.1 to Secured Promissory Note, dated September 6, 2011 is
incorporated by reference to Exhibit 10.1 to our Current Report on
Form 8-K filed on September 7, 2011.
10.16 Commitment of G.S. Beckwith Gilbert, dated March 7, 2012 is
incorporated by reference to Exhibit 10.1 to our Quarterly Report on
Form 10-Q filed on March 16, 2012.
10.17 Commitment of G.S. Beckwith Gilbert, dated June 4, 2012 is
incorporated by reference to Exhibit 10.1 to our Quarterly Report on
Form 10-Q filed on June 13, 2012.
10.18 Commitment of G.S. Beckwith Gilbert, dated September 5, 2012 is
incorporated by reference to Exhibit 10.1 to our Quarterly Report on
Form 10-Q filed on September 14, 2012.
10.19** Commitment of G.S. Beckwith Gilbert, dated January 17, 2013.
16 Change in Certifying Accountant is incorporated by reference to our
Form 8-K/A, dated October 28, 1998.
21 List of Subsidiaries is incorporated by reference to our Annual Report
on Form 10-K report for the fiscal year ended October 31, 1981.
23.1* Consent of Independent Registered Public Accounting Firm.
31.1** Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or
15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2** Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or
15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1** Certification of Chief Executive Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
32.2** Certification of Chief Financial Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
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* Filed herewith.
** Previously filed.
*** Previously furnished.
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.
PASSUR AEROSPACE, INC.
DATED: FEBRUARY 1, 2013 By: /s/ James T. Barry
------------------
James T. Barry
President and Chief Executive Officer
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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 date indicated:
DATED: FEBRUARY 1, 2013 /s/ James T. Barry
------------------
James T. Barry
President and Chief Executive Officer
(Principal Executive Officer)
DATED: FEBRUARY 1, 2013 /s/ Jeffrey P. Devaney
----------------------
Jeffrey P. Devaney
Chief Financial Officer, Treasurer,
and Secretary
(Principal Financial and Accounting
Officer)
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SIGNATURES (CONTINUED)
DATED: FEBRUARY 1, 2013 /s/ G.S. Beckwith Gilbert
--------------------------
G.S. Beckwith Gilbert
Chairman of the Board and Director
DATED: FEBRUARY 1, 2013 /s/ John R. Keller
------------------
John R. Keller
Executive Vice President and Director
DATED: FEBRUARY 1, 2013 /s/ Richard R. Schilling, Jr.
-----------------------------
Richard R. Schilling, Jr.
Director
DATED: FEBRUARY 1, 2013 /s/ Bruce N. Whitman
--------------------
Bruce N. Whitman
Chairman of the Executive Committee
and Director
DATED: FEBRUARY 1, 2013 /s/ Paul L. Graziani
--------------------
Paul L. Graziani
Chairman of the Audit Committee and
Director
DATED: FEBRUARY 1, 2013 /s/ James J. Morgan
-------------------
James J. Morgan
Chairman of the Compensation Committee
and Director
DATED: FEBRUARY 1, 2013 /s/ Kurt J. Ekert
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Kurt J. Ekert
Director
DATED: FEBRUARY 1, 2013 /s/ Peter L. Bloom
------------------
Peter L. Bloom
Director
DATED: FEBRUARY 1, 2013 /s/ Richard L. Haver
---------------------
Richard L. Haver
Director
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PASSUR Aerospace (CE) (USOTC:PSSR)
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