UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________________________________
FORM 10-K/A
(Amendment No. 1)
þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the fiscal year ended December 31, 2011
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 001-34819
GREEN DOT CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) | 95-4766827 (IRS Employer Identification No.) | |
605 E. Huntington Drive, Suite 205 Monrovia, California 91016 (Address of principal executive offices, including zip code) | (626) 775-3400 (Registrant's telephone number, including area code) | |
Securities registered pursuant to Section 12(b) of the Act: | ||
Class A Common Stock, $0.001 par value (Title of each class) | New York Stock Exchange (Name of each exchange on which registered) | |
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 þ No o
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 o 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 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 þ 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 þ No o
Indicate by check 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 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. o
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 definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o | |||
(Do not check if a smaller reporting company) | ||||||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
The aggregate market value of the common equity held by non-affiliates of the registrant (assuming for these purposes, but without conceding, that all executive officers, directors and 10% or greater stockholders are "affiliates" of the registrant) as of June 30, 2011, the last business day of the registrant's most recently completed second fiscal quarter, was approximately $911.2 million (based on the closing sale price of the registrant's common stock on that date as reported on the New York Stock Exchange).
There were 30,189,888 shares of Class A common stock, par value $.001 per share, (which number does not include 6,859,000 shares of Class A common stock issuable upon conversion of Series A Convertible Junior Participating Non-Cumulative Perpetual Preferred Stock) and 5,264,889 shares of Class B common stock, par value $.001 per share, outstanding as of January 31, 2012.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s proxy statement relating to the registrant’s 2012 Annual Meeting of Stockholders, to be held on or about May 24, 2012, are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated.
EXPLANATORY NOTE
This Amendment No. 1 ("Amendment No. 1") to our Annual Report on Form 10-K for the year ended December 31, 2011, originally filed with the Securities and Exchange Commission on February 29, 2012 (the "Form 10-K"), is being filed to amend and restate our Index to Exhibits and to furnish our XBRL (eXtensible Business Reporting Language) interactive data files in Exhibit 101 as required by Rule 405 of Regulation S-T. As permitted by Rule 405(a)(2)(ii) of Regulation S-T, Exhibit 101 to this Form 10-K may be furnished by amendment within 30 days of the original filing date of the Form 10-K. We have also updated the cover page to provide additional information in this Amendment No. 1 to note that the shares of Class A common stock outstanding exclude the shares of Class A common stock issuable upon conversion of the Series A Convertible Junior Participating Non-Cumulative Perpetual Preferred Stock.
No other changes have been made to the Form 10-K other than those described above. This Amendment No. 1 does not reflect subsequent events occurring after the original filing date of the Form 10-K or modify or update in any way disclosures made in the Form 10-K.
SIGNATURE
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.
Green Dot Corporation | ||||
Date: | March 30, 2012 | By: | /s/ Steven W. Streit | |
Name: | Steven W. Streit | |||
Title: | Chairman, President, and Chief Executive Officer | |||
EXHIBIT INDEX
Incorporated by Reference | ||||||||||
Exhibit Number | Exhibit Title | Form | Date | Number | Filed Herewith | |||||
3.1 | Tenth Amended and Restated Certificate of Incorporation of the Registrant. | S-1(A2) | April 26, 2010 | 3.02 | ||||||
3.2 | Amended and Restated Bylaws of the Registrant. | S-1(A4) | June 29, 2010 | 3.04 | ||||||
3.3 | Certificate of Designations of Series A Convertible Junior Participating Non-Cumulative Perpetual Preferred Stock of Green Dot Corporation dated as of December 8, 2011 | 8-K | December 14, 2011 | 3.01 | ||||||
4.1 | Ninth Amended and Restated Registration Rights Agreement by and among the Registrant, certain stockholders and certain warrant holders of the Registrant. | S-1(A4) | June 29, 2010 | 4.01 | ||||||
4.2 | First Amendment to Ninth Amended and Restated Registration Rights Agreement by and among the Registrant, certain stockholders and certain warrant holders of the Registrant. | S-1(A7) | July 19, 2010 | 4.02 | ||||||
4.3 | Second Amendment to the Ninth Amended and Restated Registration Rights Agreement dated as of December 8, 2011 among Green Dot Corporation, Sequoia Capital Franchise Fund, L.P., Sequoia Capital USGF Principals Fund IV L.P., Sequoia Capital Franchise Partners, L.P., Sequoia Capital U.S. Growth Fund IV, L.P., PayPal, Inc., TCV VII, L.P., TCV VII (A), L.P., TCV Member Fund, L.P., YKA Partners Ltd. and David William Hanna Trust dated October 30, 1989 | 8-K | December 11, 2011 | 4.01 | ||||||
10.1 | Form of Indemnity Agreement. | S-1(A4) | June 29, 2010 | 10.01 | ||||||
10.2* | Second Amended and Restated 2001 Stock Plan and forms of notice of stock option grant, stock option agreement and stock option exercise letter. | S-1(A3) | June 2, 2010 | 10.02 | ||||||
10.3* | 2010 Equity Incentive Plan and forms of notice of stock option grant, stock option award agreement, notice of restricted stock award, restricted stock agreement, notice of stock bonus award, stock bonus award agreement, notice of stock appreciation right award, stock appreciation right award agreement, notice of restricted stock unit award, restricted stock unit award agreement, notice of performance shares award and performance shares agreement. | S-1(A4) | June 29, 2010 | 10.03 | ||||||
10.4* | 2010 Employee Stock Purchase Plan. | S-1(A4) | June 29, 2010 | 10.19 | ||||||
10.5 | Lease Agreement between Registrant and Foothill Technology Center, dated July 8, 2005, as amended on August 21, 2008 and July 30, 2009. | S-1 | February 26, 2010 | 10.04 | ||||||
10.6 | Third Amendment to Lease Agreement between Registrant and Foothill Technology center, dated May 24, 2010. | 10-K | February 28, 2011 | 10.5 | ||||||
10.7 | Standard Sublease, dated January 12, 2010, between the Registrant and Telscape Communications, Inc., as amended. | 10-Q | November 3, 2010 | 10.01 | ||||||
10.8 | Lease Agreement between Registrant and Wells REIT II - Pasadena Corporate Park L.P., dated December 5, 2011 | 10-K | February 29, 2012 | 10.8 | ||||||
10.9† | Amended and Restated Prepaid Card Program Agreement, dated as of May 27, 2010, by and among the Registrant, Wal-Mart Stores, Inc., Wal-Mart Stores Texas, L.P., Wal-Mart Louisiana, LLC, Wal-Mart Stores East, Inc., Wal-Mart Stores, L.P. and GE Money Bank. | S-1(A6) | July 13, 2010 | 10.05 | ||||||
Incorporated by Reference | ||||||||||
Exhibit Number | Exhibit Title | Form | Date | Number | Filed Herewith | |||||
10.10†† | First Amendment To Walmart MoneyCard Program Agreement dated as of January 12, 2012, (the “Tri-Party Agreement Amendment”) by and among Green Dot Corporation and Walmart Stores Texas L.P., Wal-Mart Louisiana, LLC, Wal-Mart Stores Arkansas, LLC, Wal-Mart Stores East, L.P., Wal-Mart Stores, Inc., and GE Money Bank. | 10-K | February 29, 2012 | 10.10 | ||||||
10.11† | Card Program Services Agreement, dated as of October 27, 2006, by and between the Registrant and GE Money Bank, as amended. | S-1(A6) | July 13, 2010 | 10.06 | ||||||
10.12† | Program Agreement, dated as of November 1, 2009, by and between the Registrant and Columbus Bank and Trust Company. | S-1(A6) | July 13, 2010 | 10.07 | ||||||
10.13† | Agreement for Services, dated as of September 1, 2009, by and between the Registrant and Total System Services, Inc. | S-1(A6) | July 13, 2010 | 10.08 | ||||||
10.14†† | Material Terms Amendment to Agreement for Services, dated as of January 19, 2012, and between Green Dot Corporation and Total System Services, Inc. | 10-K | February 29, 2012 | 10.14 | ||||||
10.15† | Master Services Agreement, dated as of May 28, 2009, by and between the Registrant and Genpact International, Inc. | S-1(A6) | July 13, 2010 | 10.09 | ||||||
10.16 | Amendment No. 1 to Master Services Agreement, dated as of November 3, 2010, by and between the Registrant and Genpact International, Inc. | 10-K | February 28, 2011 | 10.11 | ||||||
10.17 | Sixth Amended and Restated Loan and Line of Credit Agreement between Columbus Bank and Trust Company and Registrant, dated March 24, 2010. | S-1(A2) | April 26, 2010 | 10.1 | ||||||
10.18 | Modification Agreement, dated March 31, 2010, between the Registrant and CB&T, a division of Synovus Bank. | 10-Q | May 10, 2011 | 10.2 | ||||||
10.19* | Offer letter to William D. Sowell from the Registrant, dated January 28, 2009. | S-1 | February 26, 2010 | 10.11 | ||||||
10.20* | Form of Executive Severance Agreement. | S-1(A2) | April 26, 2010 | 10.12 | ||||||
10.21* | 2011 Executive Officer Incentive Bonus Plan. | 10-Q | May 10, 2011 | 10.1 | ||||||
10.22* | 2012 Executive Officer Incentive Bonus Plan. | 10-K | February 29, 2012 | 10.22 | ||||||
10.23 | Warrant to purchase shares of common stock of the Registrant. | S-1(A6) | July 13, 2010 | 10.15 | ||||||
10.24 | Amendment No.1 to Warrant to purchase shares of common stock of the Registrant. | 10-K | February 29, 2012 | 10.24 | ||||||
10.25 | Class A Common Stock Issuance Agreement, dated as of May 27, 2010, between the Registrant and Wal-Mart Stores, Inc. | S-1(A6) | July 13, 2010 | 10.17 | ||||||
10.26 | Share Exchange Agreement dated as of December 8, 2011 among Green Dot Corporation, Sequoia Capital Franchise Fund, L.P., Sequoia Capital USGF Principals Fund IV L.P., Sequoia Capital Franchise Partners, L.P., Sequoia Capital U.S. Growth Fund IV, L.P. | 8-K | December 14, 2011 | 10.01 | ||||||
10.27 | Voting Agreement, dated as of May 27, 2010, between the Registrant and Wal-Mart Stores, Inc. | S-1(A4) | June 29, 2010 | 10.18 | ||||||
10.28* | Separation Agreement and Release of Claims, dated as of February 24, 2012, between the Registrant and Mark T. Troughton. | 10-K | February 29, 2012 | 10.28 | ||||||
10.29 | Voting Agreement and Irrevocable Proxy, dated as of February 24, 2012, between the Registrant and Mark T. Troughton. | 10-K | February 29, 2012 | 10.29 | ||||||
Incorporated by Reference | ||||||||||
Exhibit Number | Exhibit Title | Form | Date | Number | Filed Herewith | |||||
23.1 | Consent of Ernst & Young LLP, independent registered public accounting firm. | 10-K | February 29, 2012 | 23.1 | ||||||
24.1 | Power of Attorney (included on the signature page of this Annual Report on Form 10-K). | 10-K | February 29, 2012 | 24.1 | ||||||
31.1 | Certification of Steven W. Streit, Chief Executive Officer and Chairman of the Board of Directors, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | 10-K | February 29, 2012 | 31.1 | ||||||
31.2 | Certification of John L. Keatley, Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | 10-K | February 29, 2012 | 31.2 | ||||||
32.1 | Certification of Steven W. Streit, Chief Executive Officer and Chairman of the Board of Directors, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | 10-K | February 29, 2012 | 32.1 | ||||||
32.2 | Certification of John L. Keatley, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | 10-K | February 29, 2012 | 32.2 | ||||||
101.INS | XBRL Instance Document** | X | ||||||||
101.SCH | XBRL Taxonomy Extension Schema Document** | X | ||||||||
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document** | X | ||||||||
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document** | X | ||||||||
101.LAB | XBRL Taxonomy Extension Label Linkbase Document** | X | ||||||||
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document** | X | ||||||||
_____________
* | Indicates management contract or compensatory plan or arrangement. |
** | Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections. |
† | Registrant has omitted portions of the referenced exhibit and filed such exhibit separately with the Securities and Exchange Commission pursuant to a grant of confidential treatment under Rule 406 promulgated under the Securities Act. |
†† | Confidential treatment has been requested with regard to certain portions of this document. Such portions were filed separately with the Commission. |