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GT Advanced Technologies Inc. 10-Q 2014

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q/A

 

Amendment No. 1

 

x

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

 

For the quarterly period ended September 28, 2013

 

or

 

o

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

 

For the transition period              to              

 

Commission file number: 001-34133

 

GT Advanced Technologies Inc.

(Exact name of registrant as specified in its charter)

 

Delaware
(State of incorporation)

 

03-0606749
(I.R.S. Employer Identification No.)

 

243 Daniel Webster Highway

Merrimack, New Hampshire

 

03054

 (Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (603) 883-5200

 

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 o

 

Indicated by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulations S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x  No o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated
filer 
x

 

Accelerated filer o

 

Non-accelerated filer o (Do not
check if a
smaller reporting company)

 

Smaller reporting
company 
o

 

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

 

As of June 13, 2014, approximately 137,174,027 shares of the registrant’s common stock, $0.01 par value per share, were issued and outstanding.

 

 

 



 

EXPLANATORY NOTE

 

This Amendment No. 1 to Form 10-Q (this “Amendment No. 1”) is being filed to amend our Quarterly Report on Form 10-Q for the fiscal quarter ended September 28, 2013 (the “Original Filing”), filed with the U.S. Securities and Exchange Commission (the “Commission”) on November 7, 2014 (the “Original Filing Date”). The sole purpose of this Amendment No. 1 is to file revised Exhibits 10.1, 10.2, 10.3 and 10.4 so that certain previously redacted provisions are disclosed in connection with the submission to the Commission of a confidential treatment request pursuant to Rule 24b-2 promulgated by the Commission under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The revised versions of Exhibits 10.1, 10.2, 10.3 and 10.4 supersede in their entirety Exhibits 10.1, 10.2, 10.3 and 10.4 to the Original Filing.

 

Pursuant to Rule 12b-15 under the Exchange Act, this Amendment No. 1 also contains new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which are attached hereto. Because no financial statements have been included in this Amendment No. 1 and this Amendment No. 1 does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted.

 

Except as described above, no changes have been made to the Original Filing, and this Amendment No. 1 does not modify, amend or update in any way any of the financial or other information contained in the Original Filing. This Amendment No. 1 does not reflect events that may have occurred subsequent to the Original Filing Date.

 

2



 

Item 6.  Exhibits

 

Exhibits are incorporated by reference or are filed with this report as indicated below (numbered in accordance with Item 601 of Regulation S-K).

 

Exhibit
Number

 

Description of Document

 

 

 

10.1*

 

Master Development and Supply Agreement between GTAT Corporation and Apple, Inc. dated as of October 31, 2013

 

 

 

10.2*

 

Statement of work under Master Development & Supply Agreement, dated as of October 31, 2013

 

 

 

10.3*

 

Facilities Lease For GT Advanced Equipment Holding LLC, dated October 31,2013

 

 

 

10.4*

 

Prepayment Agreement between GTAT Corporation and Apple, Inc. dated October 31, 2013

 

 

 

31.1

 

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, Rule 13a-14(a)/15d-14(a), by Chief Executive Officer.

 

 

 

31.2

 

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, Rule 13a-14(a)/15d-14(a), by Chief Financial Officer.

 


*                               Portions of this exhibit have been omitted and filed separately with the commission pursuant to a request for confidential treatment.

 

3



 

SIGNATURES

 

Pursuant to the requirements 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.

 

 

 

GT ADVANCED TECHNOLOGIES INC.

 

 

  Thomas Gutierrez

 

 

 

 

By:

/s/ Thomas Gutierrez

Date: June 17, 2014

 

President and Chief Executive Officer

 

 

 

 

By:

/s/ Kanwardev Raja Singh Bal

Date: June 17, 2014

 

Vice President and Chief Financial Officer

 

4


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