NutriSystem 10-K 2006
Documents found in this filing:
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
For the fiscal year ended December 31, 2005
For the transition period from to
Commission File Number 0-28551
(Exact name of Registrant as specified in its charter)
Registrants telephone number, including area code: (215) 706-5300
Securities registered pursuant to Section 12(b) of the Act:
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 par value
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No ¨
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 Registrants knowledge, in the 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 (as defined in Exchange Act Rule 12b-2).
Large Accelerated Filer ¨ Accelerated Filer x Non-accelerated Filer ¨
Indicate by checkmark whether the registrant is a shell company (as defined by Rule 12b-2 of the Act). Yes ¨ No x
The aggregate market value of the voting stock held by non-affiliates of the Registrant as of June 30, 2005, was $415,261,692. Such aggregate market value was computed by reference to the closing price of the common stock as reported on the NASDAQ National Market on June 30, 2005.
Number of shares outstanding of the Registrants Common Stock, $0.001 par value, as of February 28, 2006: 35,796,103 shares
DOCUMENTS INCORPORATED BY REFERENCE
None. Portions of the definitive proxy statement filed on April 5, 2006 with the Securities and Exchange Commission for NutriSystem Inc.s annual meeting of stockholders to be held on May 9, 2006 were incorporated by reference into Part III of the Registrants Annual Report on Form 10-K for the period ended December 31, 2005 originally filed on March 14, 2006.
This Form 10-K/A constitutes Amendment No. 1 to the Registrants Annual Report on Form 10-K for the period ended December 31, 2005 originally filed on March 14, 2006. The Registrant is filing this Form 10-K/A for the sole purpose of correcting inadvertent omissions in the Section 302 certifications and updating the list of Exhibits. Such revised certifications are filed as Exhibits 31.1 and 31.2 hereto.
Item 15. Exhibits and Financial Statements Schedules
(a) Documents filed as Part of this Report:
1. Financial Statements.
See Index to the Consolidated Financial Statements which begins on page 36 of the Registrants Annual Report on Form 10-K for the period ended December 31, 2005 previously filed with the Commission on March 14, 2006.
2. Financial Statement Schedules.
None, as all information required in these schedules is included in the Notes to the Consolidated Financial Statements.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Amendment No. 1 on Form 10-K/A to the Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.