SECURITIES AND EXCHANGE COMMISSION FORM 10-K/A Annual report pursuant to section 13 and 15(d) [amend] Filing Date: 2005-12-22 | Period of Report: 2005-08-31 SEC Accession No. 0000950144-05-012988 (HTML Version on secdatabase.com) FILER INTERLAND INC /MN/ Mailing Address Business Address 303 PEACHTREE CENTER 303 PEACHTREE CENTER CIK:854460| IRS No.: 411404301 | State of Incorp.:MN | Fiscal Year End: 1231 AVENUE AVENUE Type: 10-K/A | Act: 34 | File No.: 000-17932 | Film No.: 051282682 SUITE 500 SUITE 500 SIC: 3571 Electronic computers ATLANTA GA 30303 ATLANTA GA 30303 404-720-8301 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 Form 10-K/A ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended August 31, 2005 Commission File Number: 0-17932 Interland, Inc. (Exact name of registrant as specified in its charter) Minnesota 41-1404301 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 303 Peachtree Center Avenue, Suite 500, Atlanta, GA 30303 (Address, including Zip Code, of principal executive offices) (404) 260-2477 (Registrants telephone number, including area code) Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $.01 per share Registered on The NASDAQ National Market Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange 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, and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o 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 registrants 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 an accelerated filer (as defined in Rule 12b-2 of the Act). Yes þ No o Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ The aggregate market value of the voting stock held by non-affiliates of the registrant as of February 28, 2005 was approximately $41 million. The number of outstanding shares of the registrants Common Stock on September 30, 2005 was 16,361,846. Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Explanatory Note This Annual Report on Form 10-K/A is being filed as an amendment to our Annual Report on Form 10-K for the fiscal year ended August 31, 2005 to amend certain disclosures contained in Part III of the Annual Report on Form 10-K, as filed by the Registrant on November 7, 2005. Except as otherwise expressly noted herein, this Amendment to Annual Report on Form 10-K/A does not reflect events occurring after the November 7, 2005 filing of our original annual Report on Form 10-K in any way, except to reflect the changes discussed in the amendment. The Registrant does not undertake to update any item on that Annual Report other than those items set forth below. Accordingly, this amendment should be read in conjunction with the original filing. As a result of these amendments, the Company is also filing as exhibits to this Amendment the certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Because no financial statements are contained within this Amendment the Company is not including certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Except for the amendments described above, this Amendment does not modify or update other disclosures in, or exhibits to, the original filing. Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS Part III Item 10. Directors and Executive Officers of the Registrant Item 11. Executive Compensation Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Item 13. Certain Relationships and Related Transactions Item 14. Principal Accounting Fees and Services PART IV Item 15. Exhibits and Financial Statement Schedules SIGNATURES EX-21.01 SUBSIDIARIES OF THE REGISTRANT EX-31.3 SECTION 302, CERTIFICATION OF THE CEO EX-31.4 SECTION 302, CERTIFICATION OF THE CFO Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Part III Item 10. Directors and Executive Officers of the Registrant Executive Officers and Directors of the Registrant The executive officers and directors of the Company and their ages as of November 30, 2005, were as follows: Name Age Position Jeffrey M. Stibel 32 President, Chief Executive Officer and Director Gonzalo Troncoso 43 Executive Vice President and Chief Financial Officer Richard A. Pitrolo 45 Executive Vice President, Chief Operations Officer Jonathan B. Wilson 39 Senior Vice President, General Counsel Seymour Holtzman 70 Chairman of the Board of Directors John B. Balousek 60 Director John Patrick Crecine 66 Director Efrem Gerszberg 31 Director Alex Kazerani 32 Director Joel J. Kocher 49 Director Robert Lee 57 Director Robert T. Slezak 48 Director JEFFREY M. STIBEL was appointed President and Chief Executive Officer of Interland and a member of the Board of Directors in August 2005. From August 2000 to August 2005, Mr. Stibel held executive positions at United Online, Inc. (NASDAQ: UNTD), a technology company that owns and operates branded ISPs (NetZero, Juno and BlueLight Internet) and Web services (Classmates.com, MySite, PhotoSite and FreeServers). Mr. Stibel was most recently Senior Vice President overseeing Web hosting, email, online digital photos, search and domain registration across United Onlines numerous brands. Prior to working for United Online, from September 1999 to August 2000, Mr. Stibel was Chairman and CEO of Simpli.com Inc., a search and marketing technology company currently owned by ValueClick, Inc. (NASDAQ: VCLK). Mr. Stibel previously worked at GTE (Verizon) on SuperPages, an online yellow pages and eCommerce business directory. In addition, he has worked in mergers and acquisitions at the law firm of Skadden, Arps, Slate, Meagher & Flom LLP and in marketing for The Greenfield Consulting Group. He currently serves on the board of directors for several private companies. Mr. Stibel received a masters degree from Brown University and studied business and brain science at MITs Sloan School of Management and at Brown University, where he was a Brain and Behavior Fellow. GONZALO TRONCOSO serves as Executive Vice President and Chief Financial Officer for Interland. Mr. Troncoso brings diverse finance and accounting experience having held posts in the US, Europe and Latin America. Before joining Interland in 2001, he was Chief Financial Officer of SRC International from 1986 to 1997, Director of Global Acquisitions for Chatham Technologies International from 1997 to 1998 and Finance Director at both Anixter International and PSINet. He also held several mid-management positions at Colgate-Palmolives Colombian subsidiary. Mr. Troncoso earned a Bachelors Degree in Finance & Accounting from Universidad Javeriana in Colombia and holds an MBA from St. Josephs University in Philadelphia. RICHARD A. PITROLO serves as Executive Vice President and Chief Operations Officer for Interland. Mr. Pitrolo is responsible for the delivery of technical and customer support services. Prior to joining Interland in November of 2003, Mr. Pitrolo was most recently Vice President of Operations for Stream International, a global leader in outsourced technology and customer support service from 2000 to 2003. Prior to Stream International, Mr. Pitrolo was Director of Operations and Support for Inacom Corporation and his responsibilities included oversight of the NA Field Dispatch and CRM organizations from 1998 to 2000. He also served as President and General Manager of PC Technologies Services, an outsourcing organization supporting Gateway Corp CRM and on-site subcontracting contracts, as well as numerous management positions within Gateway Corporation. Mr. Pitrolo also has Nuclear Fuels Management experience with the Department of Energy, Westinghouse, and Lockheed Martin. Mr. Pitrolo holds a Bachelors Degree in Business Administration from the University of Central Oklahoma. JONATHAN B. WILSON serves as Senior Vice President and General Counsel for Interland. Mr. Wilson joined Interland in 2001 as Assistant General Counsel and was promoted to General Counsel in January 2004. Prior to joining Interland, Mr. Wilson was the General Counsel of an Internet start-up after more than ten years of large firm private practice with Atlanta firms including King & Spalding. Mr. Wilson is the Chair of the Internet Industry Committee for the ABAs Public Utility, Communications and Transportation Law Section and has served in that capacity since founding the committee in 1997. Mr. Wilson is a co-author and co-editor of Internet Forms and Commentary: A Practitioners Guide to E-Commerce Contracts and the World Wide Web (American Bar 1 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Copyright © 2012 www.secdatabase.com.