Maxwell Technologies 10-K 2011
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2
For the fiscal year ended December 31, 2010
For the transition period from to
Commission file number 1-15477
MAXWELL TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Registrants telephone number, including area code: (858) 503-3300
Securities registered pursuant to Section 12(b) of the Act:
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.10 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 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 and, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 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 ¨ NO ¨
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 registrants 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. x
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 accelerated filer, large accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
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 Common Stock held by non-affiliates as of June 30, 2010 based on the closing price of the common stock on the NASDAQ Global Market was $277,132,381.
The number of shares of the registrants Common Stock outstanding as of March 2, 2011 was 27,769,689 shares.
DOCUMENTS INCORPORATED BY REFERENCE
Specified portions of the registrants definitive Proxy Statement to be issued in conjunction with the registrants 2011 Annual Meeting of Stockholders, which is expected to be filed not later than 120 days after the registrants fiscal year ended December 31, 2010, are incorporated by reference into Part III of this Annual Report. Except as expressly incorporated by reference, the registrants Proxy Statement shall not be deemed to be a part of this Annual Report on Form 10-K.
This Form 10-K/A (this Amendment) amends the Form 10-K filed by Maxwell Technologies, Inc. on March 10, 2011. On July 22, 2011, we filed Amendment No. 1 to our Form 10-K to revise the disclosure under the heading Evaluation of Disclosure Controls and Procedures under Item 9A. Controls and Procedures, however, we inadvertently omitted the certifications of our Principal Executive Officer and Principal Financial Officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002. This Amendment No. 2 on Form 10-K/A is made solely to include the required certifications.
No other item or disclosure appearing in the 2010 Annual Report on Form 10-K is affected by this Amendment. This report on Form 10-K/A is presented as of the filing date of the 2010 Annual Report on Form 10-K and does not reflect events occurring after that date, or modify or update other items or disclosures in the 2010 Annual Report on Form 10-K. Accordingly, this Amendment should be read in conjunction with the 2010 Annual Report on Form 10-K and our other filings with the SEC.
In this Amendment, the Company, we, us and our refer to Maxwell Technologies, Inc. and its subsidiaries.
Table of Contents
Evaluation of Disclosure Controls and Procedures
We are committed to maintaining disclosure controls and procedures designed to ensure that information required to be disclosed in our periodic reports filed under the Securities and Exchange Act of 1934 (the Exchange Act) is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms, and that such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.
Under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2010, as such term is defined under Rule 13a-15(e) promulgated under the Exchange Act. Based on this evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Annual Report on Form 10-K.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Managements Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or because the degree of compliance with policies or procedures may deteriorate. Based on our evaluation under the framework in Internal ControlIntegrated Framework, management concluded that our internal control over financial reporting was effective as of December 31, 2010.
McGladrey & Pullen LLP, the independent registered public accounting firm that audited the consolidated financial statements of Maxwell in this Annual Report on Form 10-K, has issued an unqualified opinion on the effectiveness of Maxwells controls over financial reporting as of December 31, 2010 which is included in this Item under the heading Report of Independent Registered Public Accounting Firm.
(a) Documents filed as part of this report.
Exhibits: See the exhibit index to this amendment on Form 10-K/A, which is incorporated herein by reference.
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, on this 11th day of August 2011.