CSP Inc. (CSPI) 2017年年度報告「NASDAQ」.pdf

1、UNITEDSTATESSECURITIESANDEXCHANGECOMMISSIONWASHINGTON,D.C.20549 FORM10-K/A(AmendmentNo.1)xxANNUALREPORTPURSUANTTOSECTION13OR15(d)OFTHESECURITIESEXCHANGEACTOF1934 FortheFiscalYearEndedSeptember30,2017.TRANSITIONREPORTPURSUANTTOSECTION13OR15(d)OFTHESECURITIESEXCHANGEACTOF1934 Forthetransitionperiodfro

2、mto.CommissionFileNumber000-10843 CSPInc.(ExactnameofRegistrantasspecifiedinitsCharter)Massachusetts04-2441294(Stateofincorporation)(I.R.S.EmployerIdentificationNo.)175CabotStreet,Lowell,Massachusetts01854(Addressofprincipalexecutiveoffices)(978)954-5038(Registrantstelephonenumberincludingareacode)S

3、ecuritiesRegisteredPursuanttoSection12(b)oftheAct:TitleofEachClass NameofExchangeonWhichRegistered CommonStock,parvalue$0.01pershareNASDAQGlobalMarket SecuritiesregisteredpursuanttoSection12(g)oftheAct:None Indicate by check mark if the registrant is a well-known seasoned issuer,as defined in Rule 4

4、05 of the Securities Act.Yes 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 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 Exc

5、hange Act of 1934 during thepreceding 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 90days.Yes x No .Indicate by check mark whether the registrant has submitted electronically and posted on

6、its corporate Web site,if any,every Interactive Data File required to besubmitted 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 wasrequired to submit and post such files).Yes x No .Indicate by c

7、heck 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 becontained,to the best of registrants knowledge,in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or a

8、ny amendment to thisForm 10-K.Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,a smaller reporting company,or an emerging growthcompany.See the definitions of“large accelerated filer”,“accelerated filer”,“smaller reporting compan

9、y”,and emerging growth company in Rule 12b-2 of the Exchange Act.Large accelerated filer Accelerated filer Non-accelerated filer Smaller Reporting Company x Emerging Growth Company If an emerging growth company,indicate by check mark if the registrant has elected not to use the extended transition p

10、eriod for complying with any new or revisedfinancial accounting standards provided pursuant to Section 13(a)of the Exchange Act.Indicate by check mark whether the registrant is a shell company(as defined in Rule 12b-2 of the Exchange Act).Yes No x As of March 31,2017,the aggregate market value of th

11、e registrants common stock held by non-affiliates of the registrant was$36,981,362 based on the closing sale priceof$10.42 as reported on the Nasdaq Global Market.As of December 22,2017,we had outstanding 3,975,109 shares of common stock.DOCUMENTSINCORPORATEDBYREFERENCECertain portions of the inform

12、ation requited in Part III of this Form 10-K are incorporated from our definitive proxy statement for our 2018 annual meeting of stockholdersto be filed with the Securities and Exchange Commission within 120 days after the end of our fiscal year ended September 30,2017.EXPLANATORYNOTEThis Amendment

13、No.1 to the Registrants Annual Report on Form 10-K of CSP,Inc.(the“Company”)for the year ended September 30,2017,which wasoriginally filed with the Securities and Exchange Commission on December 22,2017(the“OriginalFiling”),is being filed to correct(i)the number ofoutstanding shares as of December 2

14、2,2017 reported on the Original Filing cover page and(ii)to uncheck the box for delinquent filers pursuant to Item 405 ofRegulation S-K on the Original Filing cover page.The number of shares reported in the Original Filing did not include restricted stock grants of 51,000 shares tocertain employees

15、granted on December 20,2017,making the corrected number of outstanding shares of Common Stock as of December 22,2017 equal to3,975,109 shares.In addition,the Companys definitive proxy statement incorporated by reference in Part III of the Original Filing will include disclosure ofdelinquent filers p

16、ursuant to Item 405 of Regulation S-K.Except as described above,no other changes have been made to the Original Filing and this Amendment No.1 is not intended to and does not update ormodify any other information presented in the Original Filing,including with respect to events occurring subsequent

17、to the original December 22,2017 filing dateof the Original Filing.Item15.Exhibits(b)SeeExhibit IndexSIGNATURES PursuanttotherequirementsofSection13or15(d)oftheSecuritiesExchangeActof1934,theregistranthasdulycausedthisreporttobesignedonitsbehalfbytheundersigned,thereuntodulyauthorized.CSP INC.By:/s/

18、Victor Dellovo VictorDellovoChiefExecutiveOfficerandPresident Date:January 5,2018 3ExhibitIndexExhibitNo.Description31.1 Certification of Chief Executive Officer pursuant to Section 302 of theSarbanes-Oxley Act of 200231.2 Certification of Chief Financial Officer pursuant to Section 302 of theSarban

19、es-Oxley Act of 20024Exhibit31.1CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I,Victor Dellovo,certify that:1.I have reviewed this annual report on Form 10-K/A of CSP Inc.;2.Based on my knowledge,this report does not contain any untrue statement of a material fact or omit t

20、o state a material fact necessary to make thestatements made,in light of the circumstances under which such statements were made,not misleading with respect to the period covered by this report;January 5,2018/s/Victor DellovoVictor DellovoChief Executive Officer andPresidentExhibit31.2CERTIFICATION

21、PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I,Gary W.Levine,certify that:1.I have reviewed this annual report on Form 10-K/A of CSP 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 thestatements made,in light of the circumstances under which such statements were made,not misleading with respect to the period covered by this report;January 5,2018 /s/Gary W.LevineGary W.LevineChief Financial Officer