10-K/A 1 y13660e10vkza.htm ATARI, INC. FORM 10-K/A
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
     
þ   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 2005
OR
     
o   TRANSITIONAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                                          to                                         
Commission File No.: 0-27338
ATARI, INC.
(Exact name of registrant as specified in its charter)
     
Delaware   13-3689915
(State or Other Jurisdiction of   (I.R.S. Employer
Incorporation or Organization)   Identification No.)
417 Fifth Avenue, New York, NY 10016
(Address of principal executive offices)
Registrant’s telephone number, including area code: (212) 726-6500
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.01 par value
     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 þ No o
     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 the 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. o
     Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes þ No o
     The aggregate market value of the registrant’s Common Stock held by non-affiliates of the registrant, based on the $1.57 closing sale price of the Common Stock on September 30, 2004 as reported on the NASDAQ National Market, was approximately $78.1 million. As of June 10, 2005, there were 121,297,967 shares of the registrant’s Common Stock outstanding.
     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No o
Documents Incorporated by Reference
     Portions of Registrant’s definitive proxy statement for its 2005 Annual Meeting of Stockholders are incorporated by reference into Part III hereof.
 
 

 

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EXPLANATORY NOTE
     This Amendment No. 1 on Form 10-K/A (this “Amendment”) amends the Registrant’s Annual Report on Form 10-K for the fiscal year ended March 31, 2005, originally filed on June 14, 2005 (the “Original Filing”). The Registrant is filing a new consent of Deloitte & Touche LLP for incorporation by reference of the audit report in registration statements (Exhibit 23.1) to include registration statements that were inadvertently omitted. In addition, in connection with the filing of this Amendment and pursuant to the rules of the Securities and Exchange Commission, the Registrant is including with this Amendment currently dated management certifications.
     The Original Filing as amended hereby continues to speak as of the date of the Original Filing and the disclosures have not been updated to speak to any later date. Any items in the Original Filing that are not expressly changed hereby shall be as set forth in the Original Filing. All information contained in this Amendment No. 1 and the Original Filing is subject to updating and supplementing as provided in our subsequent periodic reports filed with the Securities and Exchange Commission.

 

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SIGNATURES
EXHIBIT INDEX
EX-23.1: CONSENT OF DELOITTE & TOUCHE LLP
EX-31.1: CERTIFICATION
EX-31.2: CERTIFICATION
EX-32.1: CERTIFICATION
EX-32.2: CERTIFICATION

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SIGNATURES
     Pursuant to the requirements of the Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment to be signed on its behalf by the undersigned, thereunto duly authorized.
             
    ATARI, INC.    
 
            
 
  By:   /s/ Bruno Bonnell    
 
           
 
      Name: Bruno Bonnell    
 
      Title: Chief Executive Officer    
Date: October 18, 2005

 

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EXHIBIT INDEX
Exhibits
     
23.1
  Consent of Deloitte & Touche LLP.
 
    
31.1
  Chief Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
    
31.2
  Chief Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
    
32.1
  Certification by the 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 by the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.