Cardtronics, plc.
CARDTRONICS INC (Form: 10-K/A, Received: 03/01/2016 16:49:55)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION  

Washington, D.C. 20549  

 

FORM 10-K /A  

( Amendment No. 1 )

 

 

(Mark One)

 

 

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES   EXCHANGE ACT OF 1934

 

 

 

For the fiscal year ended  December 31, 2015  

 

or  

 

 

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES   EXCHANGE ACT OF 1934

 

 

 

For the transition period from____ to____  

 

Commission f ile n umber: 001-33864  


 

CARDTRONICS, INC.

(Exact name of registrant as specified in its charter)

Delaware  

76-0681190  

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)

 

 

3250 Briarpark Drive, Suite 400  

77042  

Houston, T exas  

(Zip Code)

(Address of principal executive offices)

 

 

Registrant's telephone number, including area code: (832) 308-4000

  Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

The NASDAQ Stock Market LLC

 

Securities registered pursuant to s ection 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 Act. Yes    No 

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 

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    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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes    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.

 

Large accelerated filer 

Accelerated filer 

Non-accelerated filer   

Smaller reporting company   

 

(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 Act).   Yes    No 

Aggregate market value of common stock held by non-affiliates as June 30, 201 5 , the last business day of the registrant’s most recently completed second fiscal quarter, based on the reported last sale price of common stock on that date:   $ 1,637,946,859 .

Number of shares outs tanding as of February 15 , 201 6 :   4 5,186,277 shares of Common Stock, par value $0.0001 per share.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of our definitive proxy statement for the 201 6 Annual Meeting of   Stockholders, which will be filed with the Securities and Exchange Commission within 120 days of December 31, 2015 , are incorporated by reference into Part III of this Annual Report on   Form 10-K.

 

 

 


 

EXPLANATORY NOTE

 

The sole purpose of this Amendment No. 1 (this   Amendment ) to the Annual Report on Form 10-K for the fiscal year ended December 31, 2015 of Cardtronics, Inc. (the Original Form 10-K ), as filed wit h the Securities and Exchange Commission (the SEC ) on February 22, 2016, is to file Exhibit 21.1 (subsidiaries of the registrant), which was inadvertently omitted from the Original Form 10-K.   No other changes have been made to the Original Form 10-K.

 

This Amendment speaks as of the filing date of the Original Form 10-K, does not reflect events that may have occurred subsequent to the filing date of the Original Form 10-K and does not modify or update in any way disclosures made in the Original Form 10-K , except to file the exhibit above referenced .   As required by the rules of the SEC, Exhibits 31.1 and 31.2 are also being filed with this Amendment.

 

 

 


 

 

 

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, in the City of Houston, State of Texas, on March   1 , 201 6 .

 

CARDTRONICS, INC.

 

 

 

 

/s/ Steven A. Rathgaber

 

Steven A. Rathgaber

 

Chief Executive Officer and Director

 

(Principal Executive Officer)

 

 

 


 

EXHIBIT INDEX

 

Exhibit Number

 

Description

21.1*

 

Subsidiaries of Cardtronics, Inc.

31.1*

 

Certification of the Chief Executive Officer of Cardtronics, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*

 

Certification of the Chief Financial Officer of Cardtronics, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 


*   Filed herewith.

 

 


Exhibit 21.1

 

Subsidiaries of Cardtronics, Inc.  

 

Subsidiaries are not shown in the list below if, considered in the aggregate as a single subsidiary, they would not constitute a significant subsidiary.

 

Entity

    

Jurisdiction of Organization

 

 

 

 

 

 

Cardtronics Holdings, LLC

 

Delaware

Cardtronics USA, Inc.

 

Delaware

Cardpoint Limited

 

United Kingdom

Cardtronics Europe

 

United Kingdom

Cardtronics Limited

 

United Kingdom

Cardtronics UK Limited

 

United Kingdom

Cardtronics Cayman-II, Inc.

 

Cayman Islands

 


Exhibit 31.1

 

 

CERTIFICATION OF CHIEF EXECUTIVE OFFICER OF CARDTRONICS, INC.

PURSUANT TO RULE 13a-14(a) UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED,
AS ADOPTED PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002

 

I, Steven A. Rathgaber,   certify that:

 

1. I have reviewed this Amendment No. 1 (this “Amendment”) to the Annual Report on Form 10- K for the fiscal year ended December 31, 20 1 5 of Cardtronics, Inc. ; and

 

2. Based on my knowledge, this Amendment does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to th e period covered by this Amendment .

 

 

 

 

Date:  March 1, 2016

 /s/ Steven A. Rathgaber

 

Steven A. Rathgaber

 

Chief Executive Officer

 


Exhibit 31.2

 

CERTIFICATION OF CHIEF FINANCIAL OFFICER OF CARDTRONICS, INC.

PURSUANT TO RULE 13a-14(a) UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED,
AS ADOPTED PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002

 

I, Edward H. West , certify that:

 

1.

I have reviewed this Amendment No. 1 (this “Amendment”) to the Annual Report on Form 10-K for the fiscal year ended December 31, 20 1 5   of Cardtronics, Inc.; and

 

2.

Based on my knowledge, this Amendment does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to th e period covered by this Amendment .

 

 

Date:  March 1, 2016

/s/ Edward H. West

 

Edward H. West

 

Chief Financial Officer