-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HZK9kPtuGmRULwEpxEx8+cLOvCuCO3utEGXCMk0eeVFJwm6R2lvCMU1lPHd1BDoy yEfnLb0SXseztNwFr3YiWQ== 0001193125-08-117251.txt : 20080728 0001193125-08-117251.hdr.sgml : 20080728 20080516131706 ACCESSION NUMBER: 0001193125-08-117251 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20071231 FILED AS OF DATE: 20080516 DATE AS OF CHANGE: 20080516 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Monotype Imaging Holdings Inc. CENTRAL INDEX KEY: 0001385292 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 203289482 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-33612 FILM NUMBER: 08841364 BUSINESS ADDRESS: STREET 1: 500 UNICORN PARK DRIVE CITY: WOBURN STATE: MA ZIP: 01801 BUSINESS PHONE: 781-970-6000 MAIL ADDRESS: STREET 1: 500 UNICORN PARK DRIVE CITY: WOBURN STATE: MA ZIP: 01801 10-K/A 1 d10ka.htm AMENDMENT NO. 3 TO FORM 10-K Amendment No. 3 to Form 10-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-K/A

 

 

Amendment No. 3

 

þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2007

 

¨ 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 001-33612

 

 

MONOTYPE IMAGING HOLDINGS INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   20-3289482
(State of incorporation)   (I.R.S. Employer Identification No.)

500 Unicorn Park Drive

Woburn, Massachusetts

  01801
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (781) 970-6000

(Former Name, Former Address and Former Fiscal year, if changed since last report)

 

 

Securities Registered Pursuant to Section 12(b) of the Act:

 

Title of Each Class

 

Name of Exchange on Which Registered

Common Stock, $0.001 par value   The NASDAQ Stock Market LLC

Securities Registered Pursuant to Section 12(g) of the Act:

None

 

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ¨    No  þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.    Yes  ¨    No  þ

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 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  ¨

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 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):

Large accelerated filer  ¨     Accelerated filer  ¨     Non-accelerated filer  þ     Smaller reporting company  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ¨    No  þ

The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant, computed by reference to the last reported sale price of the common stock as reported on The NASDAQ Global Market on December 31, 2007 was approximately $214,550,281 (assumes officers, directors, and all shareholders beneficially owning 5% or more of the outstanding common shares are affiliates). The registrant has elected to provide this information as of December 31, 2007 because its common stock was not publicly traded as of the last business day of the registrant’s most recently completed second fiscal quarter.

The number of shares outstanding of the registrant’s common stock as of March 24, 2008 was approximately 34,302,918.

DOCUMENTS INCORPORATED BY REFERENCE.

Portions of the registrant’s definitive Proxy Statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A in connection with the 2008 Annual Meeting of Stockholders are incorporated herein by reference into Part III of this report.

 

 

 


EXPLANATORY NOTE

On March 27, 2008, Monotype Imaging Holdings Inc. filed its Annual Report on Form 10-K for its fiscal year ended December 31, 2007 (“Original Form 10-K”). The registrant filed Amendment No. 1 to its Form 10-K for the fiscal year ended December 31, 2007 (“Amendment No. 1”) on April 2, 2008 . The registrant filed Amendment No. 2 to its Form 10-K for the fiscal year ended December 31, 2007 (“Amendment No. 2”) on April 22, 2008 . This Amendment No. 3 to the registrant’s Form 10-K for the fiscal year ended December 31, 2007 (“Amendment No. 3”) is filed to include the complete certifications required by Section 302 of the Sarbanes-Oxley Act of 2002 (the “Section 302 Certifications”). The Section 302 Certifications were timely filed with the Original Form 10-K but were partially omitted from Amendment No. 2. No other changes have been made in this Amendment No. 3 that modify or update other disclosures as presented in Amendment No. 2.


PART IV

 

Item 15. Exhibits and Financial Statement Schedules

(a) The following documents are filed as part of this Report:

1. List of Exhibits

EXHIBIT INDEX

 

Exhibit
Number

  

Description

  3.1    Amended and Restated Certificate of Incorporation of the Registrant (5)
  3.2    Amended and Restated By-Laws of the Registrant (4)
  4.1    Specimen Stock Certificate (5)
  4.2    Registration Rights Agreement by and among Monotype Imaging Holdings Corp., the Investors and the Management Stockholders named therein, dated as of November 5, 2004 (1)
  4.3    Stockholders Agreement by and among Monotype Imaging Holdings Corp., the Management Stockholders and the Investors named therein, dated as of November 5, 2004 (1)
10.1    2004 Stock Option and Grant Plan (1)
10.2    Form of Non-Qualified Option Agreement under the 2004 Stock Option and Grant Plan (1)
10.3    Form of Incentive Stock Option Agreement under the 2004 Stock Option and Grant Plan (1)
10.4    Form of Restricted Stock Agreement under the 2004 Stock Option and Grant Plan (1)
10.5    2007 Stock Option and Incentive Plan (3)
10.6    Form of Non-Qualified Option Agreement under the 2007 Stock Option and Incentive Plan (3)
10.7    Form of Incentive Stock Option Agreement under the 2007 Stock Option and Incentive Plan (3)
10.8    Form of Restricted Stock Agreement under the 2007 Stock Option and Incentive Plan (3)
10.9    Employment agreement by and between the Monotype Imaging Inc. and Alex N. Braverman, dated as of January 3, 2008 (7)
10.10    Employment agreement by and between the Monotype Imaging Inc. and David L. McCarthy, dated as of November 5, 2004 (1)
10.11    Employment agreement by and between the Monotype Imaging Inc. and John L. Seguin, dated as of November 5, 2004 (1)
10.12    Employment agreement by and between the Monotype Imaging Inc. and Douglas J. Shaw, dated as of November 5, 2004 (1)
10.13    Employment agreement by and between the Monotype Imaging Inc. and Jacqueline D. Arthur, dated as of May 16, 2005 (1)
10.14    Employment agreement by and between the Monotype Imaging Inc. and Janet M. Dunlap, dated as of September 25, 2006 (1)
10.15    Service agreement by and between the Monotype Imaging Inc. and Frank Wildenberg, dated as of January 24, 2007 (3)

 

1


Exhibit
Number

  

Description

10.16    Form of Indemnification Agreement between Monotype Imaging Inc. and certain of its Directors and Officers (1)
10.17    Lease, dated as of January 5, 2005, between Acquiport Unicorn, Inc. and Monotype Imaging, Inc., as amended (3)
10.18    Lease, dated as of April 6, 2006, between 6610, LLC and Monotype Imaging, Inc. (1)
10.19    First Amendment to Lease dated as of April 6, 2006, between 6610, LLC and Monotype Imaging, Inc. +
10.20    Lease, dated as of February 18, 2008, between 6610, LLC and Monotype Imaging, Inc. +
10.21    Lease, dated as of November 14, 2007, between Sachiko Kasai and Monotype Imaging KK +
10.22    Lease, dated as of July 10, 2006, between Sun Wah Marine Products (Holdings) Limited and China Type Design Limited (2)
10.23    Lease, dated as of June 13, 1997, between Linotype GmbH and Heidelberger Druckmaschinen AG (English translation) (2)
10.24    Sublease, dated as of July 1, 2006, between Linotype GmbH and Heidelberger Druckmaschinen AG (English translation) (2)
10.25    Lease, dated as of May 24, 2006, between Lake Center Plaza Partners, LLC and Monotype Imaging, Inc. (1)
10.26    Lease, dated as of April 7, 2005, between RAFI (GB) Limited and Monotype Imaging Limited (3)
10.27    Office lease, dated as of December 17, 2006, by and between Sheila L. Ortloff and Monotype Imaging, Inc. (2)
10.28    Stock Purchase Agreement by and among Agfa Corp., Afga Monotype Corporation and Imaging Acquisition Corporation, dated as of November 5, 2004 (2)
10.29    Security Agreement by and among the Grantors (as defined therein) and Wells Fargo Foothill, Inc., dated as of November 5, 2004 (3)
10.30    Supplemental No. 1 to the Security Agreement by and among the Grantors (as defined therein) and Wells Fargo Foothill, Inc., dated as of December 28, 2006 (3)
10.31    Intercompany Subordination Agreement by and among Monotype Acquisition Corporation, Agfa Monotype Corporation, International Typeface Corporation, Monotype Imaging Holdings Corp., and Wells Fargo Foothill, Inc., dated as of November 5, 2004 (3)
10.32    Share Pledge Agreement by and among Monotype Imaging Holdings Corp., Blitz 06-683 GmbH, Wells Fargo Foothill, Inc. and the Lenders (as defined therein), dated as of July 31, 2006 (2)
10.33    Joinder and Consent Agreement to and Consent and Waiver Under Credit Agreement, by and among Linotype Corp., Monotype Imaging Holdings Corp., Monotype Imaging, Inc., International Typeface Corporation, the Required Lenders (as defined therein) and Wells Fargo Foothill, Inc., dated as of December 13, 2006 (2)
10.34    Amended and Restated Credit Agreement by and among Monotype Imaging Holdings Inc., Imaging Holdings Corp., Monotype Imaging Inc., and International Typeface Corporation, as Borrowers, the Lenders (as defined therein) and Wells Fargo Foothill, Inc., as the Arranger and Administrative Agent, dated as of July 30, 2007 (6)

 

2


Exhibit
Number

  

Description

10.35    Joinder to Security Agreement, Guaranty and Intercompany Subordination Agreement, by and among Monotype Imaging Holdings Inc., Imaging Holdings Corp., Monotype Imaging Inc., International Typeface Corporation, Linotype Corp., and Wells Fargo Foothill, Inc., as the Arranger and Administrative Agent, dated as of July 30, 2007 +
10.36    Supplement No. 2 to the Security Agreement by and among the Grantors (as defined therein) and Wells Fargo Foothill, Inc., dated as of July 30, 2007 +
10.37    Copyright Security Agreement by and among the Grantors (as defined therein) and Wells Fargo Foothill, Inc., dated as of July 30, 2007 +
10.38    Trademark Security Agreement by and among the Grantors (as defined therein) and Wells Fargo Foothill, Inc., dated as of July 30, 2007 +
10.39    Patent Security Agreement by and among the Grantors (as defined therein) and Wells Fargo Foothill, Inc., dated as of July 30, 2007 +
10.40    Intellifont Software and Type Software Agreement dated August 15, 1991 by and between Monotype Imaging Inc. and Lexmark International, Inc., as amended by Addendums No. 1 through 17 and the Letter Addendum dated September 19, 1995 and the Notification of Assignment of Agreement (2) †
10.41    Addendums No. 18 through 21 to the Intellifont Software and Type Software Agreement, dated as of August 15, 1991, by and between Monotype Imaging Inc. and Lexmark International, Inc., as amended + ††
10.42    Equity Award Grant Policy (3)
10.43    2007 Incentive Compensation Plan, as amended (8)
10.44    2007 (Sales) Incentive Compensation Plan by and between Monotype Imaging Inc. and David L. McCarthy, dated as of March 6, 2007 (3)
10.45    2008 Executive Incentive Compensation Program (8)
10.46    Agreement and Plan of Merger by and among the Registrant, MIHC Merger Sub Inc. and Monotype Imaging Holdings Corp., dated as of August 24, 2005 (1)
10.47    Stock Purchase Agreement by and among Monotype Imaging Inc. and certain stockholders of China Type Design Limited, dated as of July 28, 2006 (1)
10.48    Purchase Agreement for the Sale of Shares in Linotype GmbH by and among Heidelberger Druckmaschinen Aktiengesellschaft, Blitz 06-683 GmbH and Monotype Imaging Holdings Corp., dated as of August 1, 2006 (3)
10.49    Third Amendment to Lease by and between Acquiport Unicorn, Inc. and Monotype Imaging, Inc., dated as of March 4, 2008 +
10.50    Lease between Tyne Flooring Limited and Agfa Monotype Limited, dated as of July 14, 2004 +
14.1    Code of Business Conduct and Ethics (8)
21.1    List of Subsidiaries (1)
23.1    Consent of Independent Registered Public Accounting Firm +
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 +

 

3


Exhibit
Number

  

Description

31.3    Chief Executive Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 +
31.4    Chief Financial Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 +
31.5    Chief Executive Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *
31.6    Chief Financial Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *
32.1    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Chief Executive Officer and Chief Financial Officer +
32.2    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Chief Executive Officer and Chief Financial Officer +

 

(1) Incorporated by reference to the Company’s Registration Statement on Form S-1 (File No. 333-140232), filed with the SEC on January 26, 2007.

 

(2) Incorporated by reference to Amendment No. 1 to the Company’s Registration Statement on Form S-1 (File No. 333-140232), filed with the SEC on February 8, 2007.

 

(3) Incorporated by reference to Amendment No. 2 to the Company’s Registration Statement on Form S-1 (File No. 333-140232), filed with the SEC on April 13, 2007.

 

(4) Incorporated by reference to Amendment No. 4 to the Company’s Registration Statement on Form S-1 (File No. 333-140232), filed with the SEC on July 5, 2007.

 

(5) Incorporated by reference to Amendment No. 5 to the Company’s Registration Statement on Form S-1 (File No. 333-140232), filed with the SEC on July 10, 2007.

 

(6) Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2007, filed on September 7, 2007.

 

(7) Incorporated by reference to the Company’s Current Report on Form 8-K filed on January 4, 2008.

 

(8) Incorporated by reference to the Company’s Current Report on Form 8-K filed on February 8, 2008.

 

Confidential treatment has been requested for certain provisions of this Exhibit pursuant to rule 406 promulgated under the Securities Act of 1933, as amended.

 

†† Confidential treatment has been requested for certain provisions of this Exhibit pursuant to Rule 24b-2 (“Rule 24b-2”) promulgated under the Securities Exchange Act of 1934, as amended.

 

* Filed herewith.

 

+ Previously filed.

 

4


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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 on May 16, 2008.

 

MONOTYPE IMAGING HOLDINGS INC.

By:

 

/s/    DOUGLAS J. SHAW        

    Douglas J. Shaw
    President and Chief Executive Officer and Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

 

Signature

  

Title

 

Date

/s/    DOUGLAS J. SHAW        

Douglas J. Shaw

  

President, Chief Executive Officer and Director (Duly Authorized Officer and Principal Executive Officer)

  May 16, 2008

*

Jacqueline D. Arthur

  

Senior Vice President and Chief Financial Officer (Principal Financial Officer)

  May 16, 2008

*

Alex N. Braverman

  

Principal Accounting Officer

  May 16, 2008

*

  

Chairman of the Board of Directors

  May 16, 2008
Robert M. Givens     

*

  

Director

  May 16, 2008
A. Bruce Johnston     

*

  

Director

  May 16, 2008
Roger J. Heinen, Jr.     

*

   Director   May 16, 2008
Pamela F. Lenehan     

*

   Director   May 16, 2008
Jonathan W. Meeks     

*

   Director   May 16, 2008
Peter J. Simone     

 

*By:   /S/    DOUGLAS J. SHAW        
 

Douglas J. Shaw

Attorney-in-fact

 

5

EX-31.5 2 dex315.htm CERTIFICATION OF CEO PURSUANT TO SECTION 302 Certification of CEO Pursuant to Section 302

Exhibit 31.5

CERTIFICATION

I, Douglas J. Shaw, certify that:

 

1. I have reviewed this Annual Report on Form 10-K of Monotype Imaging Holdings Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  (b) [Paragraph omitted in accordance with SEC transition instructions contained in SEC Release No. 34-47986];

 

  (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

  (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 16, 2008

 

/s/    DOUGLAS J. SHAW        

Douglas J. Shaw
Chief Executive Officer

 

EX-31.6 3 dex316.htm CERTIFICATION OF CFO PURSUANT TO SECTION 302 Certification of CFO Pursuant to Section 302

Exhibit 31.6

CERTIFICATION

I, Jacqueline D. Arthur, certify that:

 

1. I have reviewed this Annual Report on Form 10-K of Monotype Imaging Holdings Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  (b) [Paragraph omitted in accordance with SEC transition instructions contained in SEC Release No. 34-47986];

 

  (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

  (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 16, 2008

 

/s/    JACQUELINE D. ARTHUR        

Jacqueline D. Arthur
Chief Financial Officer
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LOGO  

Goodwin Procter LLP

Counselors at Law

Exchange Place

Boston, MA 02109

T: 617.570.1000

F: 617.523.1231

May 16, 2008

VIA EDGAR AND HAND DELIVERY

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-7010

Attention: Katherine Wray

 

  Re: Form 10-K for the fiscal year ended December 31, 2007

Filed April 22, 2008

File No. 000-33612

Dear Ms. Wray:

This letter is being furnished on behalf of Monotype Imaging Holdings Inc. (the “Company”) in response to comments in the letter dated May 9, 2008 (the “Letter”) from Barbara C. Jacobs of the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to Douglas J. Shaw, President and Chief Executive Officer of the Company, with respect to the Company’s Amendment No. 2 to the Annual Report on Form 10-K (the “Annual Report”) that was filed with the Commission on April 22, 2008. Amendment No. 3 to the Annual Report (“Amendment No. 3”) was filed on behalf of the Company with the Commission on May 16, 2008. For your convenience, we will supplementally provide the Staff via courier with four (4) copies of Amendment No. 3.

The responses and supplementary information set forth below have been organized in the same manner in which the Commission’s comments were organized.

The responses provided herein are based upon information provided to Goodwin Procter LLP by the Company.

Amendment No. 2 to Form 10-K for Fiscal Year Ended December 31, 2007

Exhibits 31.5 and 31.6

 

  1. As you have amended disclosure in your Form 10-K pursuant to Items 307 and 308 of Regulation S-K, the certifications of your CEO and CFO should include paragraphs 4 and 5 from the form certification set forth in Item 601(b)(31) of Regulation S-K. In addition, note that if you have amended the financial statements and/or other financial information in your filing, the revised certifications should also include paragraph 3 from the form certification. Please amend your filing accordingly.

RESPONSE:

The Company advises the Staff that Exhibits 31.5 and 31.6 of the Annual Report have been revised in response to the Staff’s comment.

If you require additional information regarding this letter, please telephone the undersigned at (617) 570-1761.

Sincerely,

/s/ Lizette M. Pérez-Deisboeck

Lizette M. Pérez-Deisboeck

 

cc: Douglas J. Shaw, Monotype Imaging Holdings Inc.

Jacqueline D. Arthur, Monotype Imaging Holdings Inc.

Janet M. Dunlap, Esq., Monotype Imaging Holdings Inc.

Jeffrey C. Hadden, Esq., Goodwin Procter LLP

Martin A. Wellington, Esq., Davis Polk & Wardwell

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