GUID » Topics » PART IV

These excerpts taken from the GUID 10-K filed Mar 3, 2009.

PART II

 

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our common stock has been traded on the NASDAQ Global Market under the symbol “GUID” since December 13, 2006. Prior to that time, there was no public market for our common stock. The following table sets forth the range of high and low sales prices on the NASDAQ Global Market of the common stock for the periods indicated, as reported by NASDAQ.

 

     Common Stock Price
     High    Low

Fiscal Year 2007

     

First Quarter

   $ 16.25    $ 11.25

Second Quarter

     14.59      11.76

Third Quarter

     14.20      10.92

Fourth Quarter

     14.89      11.78

Fiscal Year 2008

     

First Quarter

     13.91      8.67

Second Quarter

     10.84      8.54

Third Quarter

     11.43      4.50

Fourth Quarter

     4.97      2.00

As of February 27, 2009, there were 20 holders of record of our common stock. On February 27, 2009, the last sale price reported on the NASDAQ Global Market for our common stock was $3.15 per share.

In October 1998, we elected to be treated for federal income tax purposes as an “S Corporation” under Subchapter S of the Internal Revenue Code. In addition, we elected or were otherwise treated as an S Corporation for certain state tax purposes. We filed an election to revoke our S Corporation status in December 2006. As an S Corporation, we historically paid dividends to our stockholders. We anticipate that any future earnings will be retained to finance continuing development of our business. Accordingly, we do not anticipate paying dividends on our common stock in the foreseeable future. Any determination to pay dividends in the future will be at the discretion of our board of directors and will depend upon our results of operation, financial condition and other factors as the board of directors, in its discretion, deems relevant.

PART II

STYLE="font-size:12px;margin-top:0px;margin-bottom:0px"> 





Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%">Our common stock has been traded on the NASDAQ Global Market under the symbol “GUID” since December 13, 2006. Prior to that time, there was
no public market for our common stock. The following table sets forth the range of high and low sales prices on the NASDAQ Global Market of the common stock for the periods indicated, as reported by NASDAQ.

STYLE="font-size:12px;margin-top:0px;margin-bottom:0px"> 






































































































   Common Stock Price
   High  Low

Fiscal Year 2007

    

First Quarter

  $16.25  $11.25

Second Quarter

   14.59   11.76

Third Quarter

   14.20   10.92

Fourth Quarter

   14.89   11.78

Fiscal Year 2008

    

First Quarter

   13.91   8.67

Second Quarter

   10.84   8.54

Third Quarter

   11.43   4.50

Fourth Quarter

   4.97   2.00

As of February 27, 2009, there were 20 holders of record of our common stock. On
February 27, 2009, the last sale price reported on the NASDAQ Global Market for our common stock was $3.15 per share.

In October
1998, we elected to be treated for federal income tax purposes as an “S Corporation” under Subchapter S of the Internal Revenue Code. In addition, we elected or were otherwise treated as an S Corporation for certain state tax purposes. We
filed an election to revoke our S Corporation status in December 2006. As an S Corporation, we historically paid dividends to our stockholders. We anticipate that any future earnings will be retained to finance continuing development of our
business. Accordingly, we do not anticipate paying dividends on our common stock in the foreseeable future. Any determination to pay dividends in the future will be at the discretion of our board of directors and will depend upon our results of
operation, financial condition and other factors as the board of directors, in its discretion, deems relevant.

PART II

STYLE="font-size:12px;margin-top:0px;margin-bottom:0px"> 





Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%">Our common stock has been traded on the NASDAQ Global Market under the symbol “GUID” since December 13, 2006. Prior to that time, there was
no public market for our common stock. The following table sets forth the range of high and low sales prices on the NASDAQ Global Market of the common stock for the periods indicated, as reported by NASDAQ.

STYLE="font-size:12px;margin-top:0px;margin-bottom:0px"> 






































































































   Common Stock Price
   High  Low

Fiscal Year 2007

    

First Quarter

  $16.25  $11.25

Second Quarter

   14.59   11.76

Third Quarter

   14.20   10.92

Fourth Quarter

   14.89   11.78

Fiscal Year 2008

    

First Quarter

   13.91   8.67

Second Quarter

   10.84   8.54

Third Quarter

   11.43   4.50

Fourth Quarter

   4.97   2.00

As of February 27, 2009, there were 20 holders of record of our common stock. On
February 27, 2009, the last sale price reported on the NASDAQ Global Market for our common stock was $3.15 per share.

In October
1998, we elected to be treated for federal income tax purposes as an “S Corporation” under Subchapter S of the Internal Revenue Code. In addition, we elected or were otherwise treated as an S Corporation for certain state tax purposes. We
filed an election to revoke our S Corporation status in December 2006. As an S Corporation, we historically paid dividends to our stockholders. We anticipate that any future earnings will be retained to finance continuing development of our
business. Accordingly, we do not anticipate paying dividends on our common stock in the foreseeable future. Any determination to pay dividends in the future will be at the discretion of our board of directors and will depend upon our results of
operation, financial condition and other factors as the board of directors, in its discretion, deems relevant.

PART III

 

Item 10. Directors, Executive Officers and Corporate Governance

The information required by this item will be set forth in the Proxy Statement or Form 10-K/A and is incorporated in this report by reference.

 

Item 11. Executive Compensation

The information required by this item will be set forth in the Proxy Statement or Form 10-K/A and is incorporated in this report by reference.

 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this item will be set forth in the Proxy Statement or Form 10-K/A and is incorporated in this report by reference.

 

Item 13. Certain Relationships and Related Transactions, and Director Independence

The information required by this item will be set forth in the Proxy Statement or Form 10-K/A and is incorporated in this report by reference.

 

Item 14. Principal Accountant Fees and Services

The information required by this item will be set forth in the Proxy Statement or Form 10-K/A and is incorporated in this report by reference.

 

55


Table of Contents

PART III

STYLE="font-size:12px;margin-top:0px;margin-bottom:0px"> 





Item 10.Directors, Executive Officers and Corporate Governance

SIZE="2">The information required by this item will be set forth in the Proxy Statement or Form 10-K/A and is incorporated in this report by reference.

 





Item 11.Executive Compensation

The information required by
this item will be set forth in the Proxy Statement or Form 10-K/A and is incorporated in this report by reference.

 





Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%">The information required by this item will be set forth in the Proxy Statement or Form 10-K/A and is incorporated in this report by reference.


 





Item 13.Certain Relationships and Related Transactions, and Director Independence

FACE="Times New Roman" SIZE="2">The information required by this item will be set forth in the Proxy Statement or Form 10-K/A and is incorporated in this report by reference.

STYLE="font-size:18px;margin-top:0px;margin-bottom:0px"> 





Item 14.Principal Accountant Fees and Services

The
information required by this item will be set forth in the Proxy Statement or Form 10-K/A and is incorporated in this report by reference.

 


55







Table of Contents


PART III

STYLE="font-size:12px;margin-top:0px;margin-bottom:0px"> 





Item 10.Directors, Executive Officers and Corporate Governance

SIZE="2">The information required by this item will be set forth in the Proxy Statement or Form 10-K/A and is incorporated in this report by reference.

 





Item 11.Executive Compensation

The information required by
this item will be set forth in the Proxy Statement or Form 10-K/A and is incorporated in this report by reference.

 





Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%">The information required by this item will be set forth in the Proxy Statement or Form 10-K/A and is incorporated in this report by reference.


 





Item 13.Certain Relationships and Related Transactions, and Director Independence

FACE="Times New Roman" SIZE="2">The information required by this item will be set forth in the Proxy Statement or Form 10-K/A and is incorporated in this report by reference.

STYLE="font-size:18px;margin-top:0px;margin-bottom:0px"> 





Item 14.Principal Accountant Fees and Services

The
information required by this item will be set forth in the Proxy Statement or Form 10-K/A and is incorporated in this report by reference.

 


55







Table of Contents


These excerpts taken from the GUID 10-K filed Apr 15, 2008.

PART IV

 

Item 15. Exhibits and Financial Statement Schedules

The following documents are filed as part of this amendment:

 

(b) Exhibits:

The following exhibits are filed or furnished herewith:

 

Exhibit
Number

 

Description of Documents

    31.1

  Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

    31.2

  Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

    32.1

  Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 †

    32.2

  Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 †

 

These certifications are being furnished solely to accompany this annual report pursuant to 18 U.S.C. Section 1350, and are not being filed for purposes of Section 18 of the Securities Exchange Act of 1934 and are not to be incorporated by reference into any filing of Guidance Software, Inc., whether made before or after the date hereof, regardless of any general incorporation language in such filing.


PART IV

 






Item 15.
Exhibits and Financial Statement Schedules

The
following documents are filed as part of this amendment:

 





(b)Exhibits:

The following exhibits are filed or
furnished herewith:

 








































Exhibit
Number

 

Description of Documents

    31.1

 Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

    31.2

 Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

    32.1

 SIZE="2">Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 †

    32.2

 Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 †

 





These certifications are being furnished solely to accompany this annual report pursuant to 18 U.S.C. Section 1350, and are not being filed for purposes of Section 18 of
the Securities Exchange Act of 1934 and are not to be incorporated by reference into any filing of Guidance Software, Inc., whether made before or after the date hereof, regardless of any general incorporation language in such filing.
These excerpts taken from the GUID 10-K filed Mar 17, 2008.

PART III

 

Item 10. Directors, Executive Officers and Corporate Governance

The information required by this item will be set forth in the Proxy Statement or Form 10-K/A and is incorporated in this report by reference.

 

Item 11. Executive Compensation

The information required by this item will be set forth in the Proxy Statement or Form 10-K/A and is incorporated in this report by reference.

 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this item will be set forth in the Proxy Statement or Form 10-K/A and is incorporated in this report by reference.

 

Item 13. Certain Relationships and Related Transactions, and Director Independence

The information required by this item will be set forth in the Proxy Statement or Form 10-K/A and is incorporated in this report by reference.

 

Item 14. Principal Accountant Fees and Services

The information required by this item will be set forth in the Proxy Statement or Form 10-K/A and is incorporated in this report by reference.

 

53


Table of Contents


PART III

 






Item 10.
Directors, Executive Officers and Corporate Governance

SIZE="2">The information required by this item will be set forth in the Proxy Statement or Form 10-K/A and is incorporated in this report by reference.

 






Item 11.
Executive Compensation

The information required by
this item will be set forth in the Proxy Statement or Form 10-K/A and is incorporated in this report by reference.

 






Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%">The information required by this item will be set forth in the Proxy Statement or Form 10-K/A and is incorporated in this report by reference.


 






Item 13.
Certain Relationships and Related Transactions, and Director Independence

FACE="Times New Roman" SIZE="2">The information required by this item will be set forth in the Proxy Statement or Form 10-K/A and is incorporated in this report by reference.

STYLE="font-size:18px;margin-top:0px;margin-bottom:0px"> 






Item 14.
Principal Accountant Fees and Services

The
information required by this item will be set forth in the Proxy Statement or Form 10-K/A and is incorporated in this report by reference.

 


53







Table of Contents


This excerpt taken from the GUID 10-K filed Mar 30, 2007.

PART IV

 

Item 15. Exhibits and Financial Statement Schedules

The following documents are filed as part of this report:

 

     Page
Number

(a)    Financial Statements:

  

(1)     Report of Independent Registered Public Accounting Firm—Deloitte & Touche LLP

   F-2

Report of Independent Registered Public Accounting Firm—McGladrey & Pullen, LLP

   F-3

Consolidated Balance Sheets at December 31, 2005 and 2006

   F-4

Consolidated Statements of Operations for the years ended December 31, 2004, 2005 and 2006

   F-5

Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2005 and 2006

   F-6

Consolidated Statements of Cash Flows for the years ended December 31, 2004, 2005 and 2006

   F-7

Notes to Consolidated Financial Statements

   F-8

(2)     Signatures

   S-1

Schedule II—Valuation and Qualifying Accounts

   II-1

Financial statement schedules other than those listed above have been omitted because they are either not required, not applicable or the information is otherwise included.

 

  (3) List of exhibits required by Item 601 of Regulation S-K. See part (b) below.

 

(b) Exhibits:

 

Exhibit
Number
 

Description of Documents

  3.1(1)   Amended and Restated Certificate of Incorporation of the registrant
  3.2(1)   Amended and Restated Bylaws of the registrant
  3.3(1)   Specimen Common Stock Certificate
  4.1(1)   Investor’s Rights Agreement, dated as of September 26, 2003, by and between the registrant and Matthew Healey
10.1(1)   Restated Lease Agreement, dated as of April 1, 2003, by and between the registrant and The Walnut Plaza, as amended
10.2(1)#   Amended and Restated 2004 Equity Incentive Plan
10.3(1)#   Executive Retention and Severance Plan
10.4(1)#   Employment Agreement, dated January 1, 2000, by and between the registrant and John Patzakis, as amended
10.5(1)#   Employment Agreement, dated September 5, 2000, by and between the registrant and John Colbert, as amended
10.6(1)#   Employment Agreement, Dated December 16, 2002, by and between the registrant and Frank Sansone
10.7(1)#   Employment Agreement, dated March 31, 2004, by and between the registrant and Victor Limongelli

 

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Exhibit
Number
 

Description of Documents

10.8(1)*   License Agreement, dated as of June 30, 2005, by and between the registrant and Stellent Chicago Sales, Inc.
10.9(1)   Form of Tax Matters Agreement
10.10(1)   Credit Agreement entered into as of May 4, 2005, by and between Bank of the West and the registrant
10.11(1)   Fourth Amendment entered into as of November 20, 2006, to the Credit Agreement, dated May 4, 2005, by and between Bank of the West and the registrant
10.12(1)   Form of Indemnification Agreement
10.13(1)   Form of 2004 Stock Option Agreement
21.1(1)   List of Subsidiaries
23.1   Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm
23.2   Consent of McGladrey & Pullen, LLP, Independent Registered Public Accounting Firm
31.1   Certification of Chief Executive Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934
31.2   Certification of Chief Financial Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934
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

(1) Incorporated by reference to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on September 15, 2006, as amended (File No. 333-137381).
 # Indicates management contract or compensatory plan.
 * Portions of the exhibit have been omitted pursuant to a request for confidential treatment and submitted separately to the Securities and Exchange Commission.
 † These certifications are being furnished solely to accompany this annual report pursuant to 18 U.S.C. Section 1350, and are not being filed for purposes of Section 18 of the Securities Exchange Act of 1934 and are not to be incorporated by reference into any filing of Guidance Software, Inc., whether made before or after the date hereof, regardless of any general incorporation language in such filing.

 

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