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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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FORM 10-Q/A |
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(Amendment No. 1) |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the quarterly period ended March 31, 2010 |
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OR |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the transition period from ________________ to ________________ |
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Commission file number: 0-26056 |
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Image Sensing Systems, Inc. |
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(Exact name of registrant as specified in its charter) |
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Minnesota |
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41-1519168 |
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(State or other jurisdiction of |
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(I.R.S. Employer |
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incorporation or organization) |
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Identification No.) |
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500 Spruce Tree Centre |
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1600 University Avenue West |
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St. Paul, MN |
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55104 |
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(Address of principal executive offices) |
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(Zip Code) |
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(651) 603-7700 |
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(Registrant’s telephone number, including area code) |
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Not Applicable |
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(Former name, former address and former fiscal year, if changed since last report) |
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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 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 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 o 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):
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Large accelerated filer o |
Accelerated filer o |
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Non-accelerated filer o |
Smaller reporting company x |
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(Do not check if a smaller reporting company) |
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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
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
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Class |
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Outstanding at August 2, 2010 |
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Common Stock, $0.01 par value per share |
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4,861,919 shares |
Explanatory Note
This Amendment No. 1 on Form 10-Q/A (the “Amendment”) to the Quarterly Report on Form 10-Q of Image Sensing Systems, Inc. (the “Company”) for its fiscal quarter ended March 31, 2010, which was originally filed with the Securities and Exchange Commission (the “SEC”) on May 11, 2010 (the “Original Form 10-Q”), is being filed to amend the Original Form 10-Q as follows:
As a result of a comment letter that the Company received from the SEC dated July 29, 2010, in part concerning the Company’s Original Form 10-Q, the authorized officers of the Company are filing this Amendment to amend the Section 302 certifications included in the Original Form 10-Q required by Item 601(b)(31) of Regulation S-K. The revised certifications are attached to this Amendment as Exhibits 31.1 and 31.2.
Except as stated herein, this Amendment does not reflect events occurring after the date of the Original Form 10-Q, and no attempt has been made in this Quarterly Report on Form 10-Q/A to modify or update other disclosures as presented in the Original Form 10-Q. The remainder of the Original Form 10-Q is unchanged and is not reproduced in this filing.
PART II. OTHER INFORMATION
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Item 6. |
Exhibits |
The following exhibits are filed as part of this Quarterly Report on Form 10-Q/A for the quarterly period ended March 31, 2010:
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Exhibit |
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Description |
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31.1 |
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Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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31.2 |
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Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
SIGNATURES
In accordance with 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.
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Image Sensing Systems, Inc. |
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Dated: September 3, 2010 |
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/s/ Kenneth R. Aubrey |
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Kenneth R. Aubrey |
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President and Chief Executive Officer |
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(principal executive officer) |
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Dated: September 3, 2010 |
By: |
/s/ Gregory R. L. Smith |
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Gregory R. L. Smith |
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Chief Financial Officer |
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(principal financial and accounting officer) |
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EXHIBIT INDEX
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Exhibit No. |
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Description |
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31.1 |
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Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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31.2 |
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Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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