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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 2
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 2003
Commission File No. 1-14168
Globix Corporation
(Exact name of registrant as specified in its charter)
Delaware 13-3781263
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
139 Centre Street, New York, New York 10013
(address of principal executive offices) (Zip Code)
Registrant's Telephone number, including area code: (212) 334-8500
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Title of Each Class Name of Each Exchange on Which Registered
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Common Stock, $.01 par value Over the Counter Bulletin Board
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 |_|
Indicate by checkmark 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. |_|
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Exchange Act Rule 12b-2). Yes |_| No |X|
As of December 15, 2003, the aggregate market value of voting stock
held by non-affiliates of the registrant, based upon the closing sales price for
the registrant's common stock, as reported on the Over the Counter Bulletin
Board Market, was approximately $52.5 million (calculated by excluding shares
owned beneficially by directors and named executive officers).
Number of shares of registrant's common stock outstanding as of
December 15, 2003 was 16,460,000.
Indicate by check mark whether the registrant has filed all documents
and reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes |X| No |_|
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the registrant's definitive proxy statement for its annual
meeting of stockholders to be held on February 24, 2004, which is expected to be
filed with the Securities and Exchange Commission not later than January 28,
2004, are incorporated by reference into Part III of this report on Form 10-K.
In the event such proxy statement is not filed by January 28, 2004, the required
information will be filed as an amendment to this report on Form 10-K no later
than that date.
EXPLANATORY NOTE:
This Amendment No. 2 on Form 10-K is being filed to amend Part III Item
9A. of the Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 2003, filed on December 18, 2003 (the "Original 10-K") as amended
by Amendment No. 1 to the Original 10-K filed on December 7, 2004 ("Amendment
No. 1"). This Amendment No. 2 does not otherwise alter the disclosures set forth
in the Original 10-K or Amendment No. 1 and does not reflect events occurring
after the filing of the Original 10-K. This Amendment No. 2 is effective for all
purposes as of the date of the filing of the Original 10-K.
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GLOBIX CORPORATION
ITEM 9A. CONTROLS AND PROCEDURES
Following the Company's emergence from bankruptcy effective April 25, 2002, the
Company faced many challenging and complex accounting and financial reporting
issues, including fresh start accounting, restructuring and the restatement of
amounts in its financial statements for the quarter ended March 31, 2002. In
addition, the Company experienced significant turnover in its financial
reporting staff, as well as limited management resources. The Company fell
behind in its SEC reporting for the year ended September 30, 2002, and
experienced difficulty in catching up with its filing obligations for the year
ended September 30, 2002 while fulfilling its responsibilities for the year
ended September 30, 2003. The combined effect of these challenges placed a
strain on the Company's internal accounting resources in summer 2003 and
resulted in further delays in the preparation and filing of periodic reports
that were filed in summer 2003. The strain on the Company's internal accounting
resources and the delays in the preparation and filing of periodic reports
created material weaknesses in its accounting and internal control environment
in summer 2003.
In order to resolve the problems described above, the Company hired a new Senior
Accountant in May 2003, a new Controller in July 2003, a new Manager of External
Reporting in October 2003 and a new Senior Accountant in November 2003. In
addition, beginning in January 2004, the Company returned to a normal recurring
closing timetable that includes formal management reviews and a monthly
financial reporting package. Finally, by completing its fiscal 2002 reporting,
the Company significantly reduced the burden on its internal accounting staff.
Based on their evaluation of the Company's disclosure controls and procedures as
of the end of the period covered by this report, the Chief Executive Officer and
Chief Financial Officer have concluded that the material weaknesses in the
Company's internal control over financial reporting described above caused the
Company's disclosure controls and procedures to be ineffective and that these
material weaknesses have been addressed through the steps outlined above.
Accordingly, the Chief Executive Officer and Chief Financial Officer have
concluded that, following the implementation of the steps outlined above, the
Company's disclosure controls and procedures were effective to provide
reasonable assurance that information required to be disclosed in the Company's
reports under the Securities Exchange Act of 1934, as amended, is recorded,
processed, summarized and reported within the time periods specified in the
rules promulgated by the SEC and that such information is accumulated and
communicated to management, including the Chief Executive Officer and Chief
Financial Officer, as appropriate, to allow timely decisions regarding required
disclosures. Any controls and procedures, no matter how well designed and
operated, however, can provide only reasonable assurance of achieving the
desired control objectives. Except as noted above, there were no changes in the
Company's internal control over financial reporting that occurred during the
Company's most recent fiscal quarter that materially affected, or are reasonably
likely to materially affect, the Company's internal control over financial
reporting.
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ITEM 15. EXHIBITS
Exhibit No. Exhibit Description
31.1 Certification of Principal Executive Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Principal Financial Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of Principal Executive Officer Pursuant to 18
U.S.C. Section 1350.
32.2 Certification of Principal Financial Officer Pursuant to 18
U.S.C. Section 1350.
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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.
Date: January 14, 2005 GLOBIX CORPORATION
/s/ Peter K. Stevenson
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Peter K. Stevenson
President, Chief Executive Officer
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