soln_10ka.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2012
or
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from __________ to __________
Commission file number 001-32634
SMART ONLINE, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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95-4439334
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(State or other jurisdiction of incorporation
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(I.R.S. Employer Identification
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or organization)
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No.)
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4505 Emperor Blvd., Ste. 320
Durham, North Carolina
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27703
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(Address of principal executive offices)
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(Zip Code)
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(919) 765-5000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Name of each exchange on which registered
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N/A
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N/A
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Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ¨ 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 ¨
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 ¨
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 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 a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer
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o
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Accelerated filer
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o
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Non-accelerated filer
(Do not check if a smaller reporting company)
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o
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Smaller reporting company
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No þ
The aggregate market value of common stock held by non-affiliates of the registrant as of June 29, 2012 was approximately $27,528,678 (based on the closing sale price of $1.50 per share).
The number of shares of the registrant’s Common Stock, $0.001 par value per share, outstanding as of March 21, 2013 was 18,352,542.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive InformationStatement to be delivered to stockholders in connection with the Annual Meeting of Stockholders planned to be held onJune 13, 2013 are incorporated by reference into Part III.
EXPLANATORY NOTE
Smart Online, Inc., or the Company, is filing this Amendment No. 1 on Form 10-K/A, or the Amendment, to amend its Annual Report on Form 10-K for the fiscal year ended December 31, 2012, or the Original Filing, as originally filed with the Securities and Exchange Commission on April 1, 2013, solely to furnish Exhibit 101—Interactive Data File (XBRL Exhibit), which was updated from the Original Filing in order to make certain labels accurately reflect corresponding labels in the Related Official Filing in accordance with Rule 405 Regulation S-T.
This Amendment does not update any other disclosure to reflect events occurring after the filing of the Original Filing. Except as described above, no other changes have been made to the Original Filing. The Original Filing continues to speak as of the date of the Original Filing, and the Company has not updated the disclosures contained therein to reflect any events that occurred at a date subsequent to the filing of the Original Filing.
PART IV
Item 15. Exhibits, Financial Statement Schedules
The exhibit listed below is furnished herewith in response to this Item.
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Description |
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101
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The following materials from the Company's Annual Report on Form 10-K for the year ended December 31, 2012, formatted in XBRL (eXtensible Business Reporting language): (i) the Balance Sheets, (ii) the Statements of Operations, (iii) the Statements of Cash Flows (iv) the Statements of Stockholders’ Deficit and (v) related notes to these financial statements, tagged as blocks of text and in detail.
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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.
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Smart Online, Inc.
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By:
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/s/ Robert M. Brinson, Jr.
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Robert M. Brinson, Jr.
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Chief Executive Officer
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Dated: April 5, 2013
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