UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
Amendment No. 1
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2013
OR
o 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 001-33287
INFORMATION SERVICES GROUP, INC.
(Exact name of Registrant as specified in its charter)
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Delaware |
20-5261587 |
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(State or other jurisdiction of |
(I.R.S. Employer |
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incorporation or organization) |
Identification No.) |
Two Stamford Plaza
281 Tresser Boulevard
Stamford, CT 06901
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (203) 517-3100
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 x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act). (Check one):
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Large accelerated filer o |
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Accelerated filer o |
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Non-accelerated filer x |
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Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). o Yes x No
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 July 26, 2013 |
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Common Stock, $0.001 par value |
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36,524,174 shares |
EXPLANATORY NOTE
This Form 10-Q/A, Amendment No. 1 is being filed solely for the purpose of correcting a scrivener’s error in Exhibits 32.1 and 32.2, Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of the Form 10-Q for the period ended June 30, 2013 that was filed on August 7, 2013. In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by our principal executive officer and principal financial officer are filed as exhibits to this Amendment.
No other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q continues to speak as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way the disclosures made in the original Form 10-Q.
Item 6. Exhibits.
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Exhibit |
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Description |
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3.1 |
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Amended and Restated Bylaws of Information Services Group, Inc. (previously filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on May 15, 2013 (Commission File Number: 001-33287), and incorporated herein by reference) |
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10.1 |
* |
Form of Restricted Stock Unit Agreement (Performance and Time Based) |
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10.2 |
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Credit Agreement, dated as of May 3, 2013, among Information Services Group, Inc., various lenders and Bank of America, N.A., as Administrative Agent (previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on May 7, 2013 (Commission File Number: 001-33287), and incorporated herein by reference) |
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31.1 |
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Certification of Chief Executive Officer Pursuant to SEC Rule 13a-14(a)/15d-14(a). |
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31.2 |
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Certification of Chief Financial Officer Pursuant to SEC Rule 13a-14(a)/15d-14(a). |
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32.1 |
** |
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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32.2 |
** |
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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101 |
* |
The following materials from ISG’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013 formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Condensed Statements of Operations for the three and six months ended June 30, 2013 and 2012, (ii) the Consolidated Condensed Balance Sheets at June 30, 2013 and December 31, 2012, (iii) Consolidated Condensed Statements of Cash Flows for the six months ended June 30, 2013 and 2012, and (iv) Notes to Consolidated Condensed Financial Statements for the six months ended June 30, 2013. |
* Previously filed as part of our Quarterly Report on Form 10-Q for the period ended June 30, 2013 with the Securities and Exchange Commission on August 7, 2013.
** Filed herewith.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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INFORMATION SERVICES GROUP, INC. |
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Date: August 23, 2013 |
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/s/ Michael P. Connors |
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Michael P. Connors, Chairman of the |
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Board and Chief Executive Officer |
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Date: August 23, 2013 |
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/s/ David E. Berger |
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David E. Berger, Executive Vice President and Chief Financial Officer |