10-K/A 1 k69227e10-ka.htm AMENDMENT TO FORM 10-K Form 10-K/A - Genomic Solutions Inc
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FORM 10-K/A-1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

(Mark One)

     
[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
     
    For the fiscal year ended December 31, 2001
     
    OR
     
[   ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
     
    For the transition period from           to          

Commission File No. 000-30549

GENOMIC SOLUTIONS INC.
(Exact name of registrant as specified in its charter)

     
State of Delaware
State of Incorporation
  38-3383038
I.R.S. Employer I.D. No.

4355 Varsity Drive
Ann Arbor, Michigan 48108
(734) 975-4800

(Address of principal executive offices and telephone number)

Securities Registered Pursuant to Section 12(b) of the Act:
None

Securities Registered Pursuant to Section 12(g) of the Act:
Common Stock, Par Value $.001 Per Share (see explanatory note)

     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 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. [   ]

     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    

     As of April 25, 2002, the aggregate market value of the Registrant’s common stock held by non-affiliates of the Registrant was approximately $24,094,709, determined in accordance with the highest price at which the stock was sold on such date as reported by the Nasdaq National Market.

As of April 25, 2002, there were 33,095,117 shares of the Registrant’s common stock issued and outstanding.

EXPLANATORY NOTE: This Amendment No. 1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001 (the “Form 10-K”) is filed to add certain exhibits under Part IV, Item 14.

 


ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K:
SIGNATURES
EXHIBIT INDEX
EX-23.1 Consent of Arthur Andersen LLP
EX-99.1 Information Required by Form 11-K
EX-99.2 Letter from Genomic Solutions Inc.


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PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K:

(3) Exhibits:

         
23.1     Consent of Arthur Andersen LLP, Independent Public Accountants
         
99.1     Information required by Form 11-K with respect to the Genomic Solutions Inc. 2000 Employee Stock Purchase Plan
         
99.2     Letter from Genomic Solutions Inc. dated April 29, 2002 regarding Arthur Andersen LLP

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SIGNATURES

     The undersigned registrant hereby amends the following items, financial statements and exhibits of its Annual Report for its fiscal year ended December 31, 2001 on Form 10-K as set forth in the pages attached hereto:

     To file as Exhibit 99.1 the Information, Financial Statements and Exhibits required by Form 11-K for the Genomic Solutions Inc. 2000 Employee Stock Purchase Plan.

     Pursuant to the requirements of Section 13 or 15(d) of the Security Exchange Act of 1934, the Registrant has duly caused this Form 10-K/A-1 report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: April 29, 2002

         
    GENOMIC SOLUTIONS INC.
         
    By:   /s/ Jeffrey S. Williams
       
        Jeffrey S. Williams, President and
Chief Executive Officer
         
    By:   /s/ Steven J. Richvalsky
       
        Steven J. Richvalsky, Chief
Financial Officer, Executive
Vice President and Treasurer
(Principle Financial Officer and
Principle Accounting Officer)

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Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

         
Name   Title   Date

 
 
/s/ Jeffrey S. Williams

Jeffrey S. Williams
  President, Chief Executive
Officer and Director
  April 29, 2002
 
         
 
/s/ Robert G. Shepler

Robert G. Shepler
  Chairman of the Board of
Directors
  April 29, 2002
 
         
 
/s/ J. Matthew Mackowski

J. Matthew Mackowski
  Director   April 29, 2002
 
         
 
/s/ Daniel J. Mitchell

Daniel J. Mitchell
  Director   April 29, 2002
 
         
 
/s/ Damion E. Wicker, M.D.

Damion E. Wicker, M.D.
  Director   April 29, 2002
 
         
 
/s/ Thomas C. Tisone

Thomas C. Tisone, Ph.D.
  Director   April 29, 2002

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EXHIBIT INDEX

         
Exhibit No.       Description

     
23.1     Consent of Arthur Andersen LLP, Independent Public Accountants
         
99.1     Information required by Form 11-K with respect to the Genomic Solutions Inc. 2000 Employee Stock Purchase Plan
         
99.2     Letter from Genomic Solutions Inc. dated April 29, 2002 regarding Arthur Andersen LLP

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