Equity Media Holdings Corp - Amended Annual Report (10-K/A)
10 Abril 2008 - 5:30PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-K/A
(Amendment
No. 2)
|
x
|
|
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
|
For
the fiscal year ended December 31, 2007
OR
|
o
|
|
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: 000-51418
Equity
Media Holdings Corporation
(Exact
name of registrant as specified in its charter)
|
Delaware
|
|
20-2763411
|
|
(State
or other jurisdiction of
incorporation
or organization)
|
|
(I.R.S.
Employer
Identification
No.)
|
One
Shackleford Drive, Suite 400
Little
Rock, Arkansas 72211
(Address
of principal executive offices, including zip code)
(501) 219-2400
(Registrant’s
telephone number, including area code)
Securities
registered pursuant to Section 12(b) of the Act:
None
Securities
registered pursuant to Section 12(g) of the Act:
Units
consisting of one share of Common Stock, par value $.0001 per share, and two
Warrants
Common
Stock, par value $.0001 per share
Warrants
to purchase Common Stock
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes
o
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
o
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
o
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 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.
Yes
o
No
x
Indicate by check mark whether the registrant is a large accelerated filer,
accelerated filer, or a non-accelerated filer. See definition of “accelerated
filer and large accelerated filer” in Rule 12b-2 of the Exchange
Act.
Large
Accelerated Filer
o
Accelerated Filer
x
Non-Accelerated Filer
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
The
number of shares outstanding of the Registrant’s common stock as of March 29,
2008 was 40,278,382 shares.
At
June 30, 2007, the last business day of the registrant’s most recently
completed second fiscal quarter, there were 40,162,909 shares of the
registrant’s common stock outstanding, and the aggregate market value of such
shares held by non-affiliates of the registrant (based upon the closing price
of
such shares as reported on the NASDAQ Capital Markets) was approximately
$125.9 million. Shares of the registrant’s common stock held by the
registrant’s executive officers and directors have been excluded because such
persons may be deemed to be affiliates of the registrant. This determination
of
affiliate status is not necessarily a conclusive determination for other
purposes.
Documents
Incorporated By Reference
Form
10-K/A filed April 1, 2008.
EXPLANATORY
NOTE
We
are
filing this Amendment No. 2 on Form 10-K/A to our Annual Report on Form 10-K
for
the year ended December 31, 2007 solely to correct an omission of certain
disclosures in Exhibits 31.1 and 31.2, the certifications by the Chief Executive
Officer and the Chief Financial Officer, pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002. This Amendment No. 2 does not reflect events that
have occurred after the original filing of the Form 10-K or the filing of
Amendment No. 1 or update the information set forth in the Form 10-K subsequent
to such original or amended filings. In connection with the filing of this
Amendment No. 2, we are including as exhibits currently dated certifications
of
our Chief Executive Officer and Chief Financial Officer pursuant to Section
302
of the Sarbanes-Oxley Act of 2002.
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