Amended Annual Report (10-k/a)
April 23 2021 - 4:35PM
Edgar (US Regulatory)
0001158114
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2020
--12-31
FY
to correct Items 11 and 13
0001158114
2020-01-01
2020-12-31
0001158114
2020-06-30
0001158114
2021-02-19
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
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☒
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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, 2020
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 for the transition period from
to
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Commission File Number 001-36083
Applied Optoelectronics, Inc.
(Exact name of registrant as specified in its
charter)
Delaware
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76-0533927
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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13139 Jess Pirtle Blvd.
Sugar Land, TX 77478
(Address of principal executive offices)
(281) 295-1800
(Registrant’s telephone number)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading symbol(s)
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Name of each exchange on which registered
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Common Stock, Par Value $0.001
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AAOI
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NASDAQ Global Market
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Securities registered pursuant to Section 12(g) of the Act: None
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Indicate by check mark if the Registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities 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
every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth
company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
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☐
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Accelerated Filer
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☒
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Non-accelerated filer
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☐
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Smaller reporting company
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☒
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report
on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under
Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its
audit report. ☒
Indicate by check mark whether the Registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of June 30, 2020, the aggregate market value of the common stock
held by non-affiliates of the Registrant was $187,049,677 based upon the closing sales price of the Registrant’s common stock as
reported on the NASDAQ Global Markets on June 30, 2020 of $10.87 per share. Shares of common stock held by officers, directors and holders
of more than ten percent of the outstanding common stock have been excluded from this calculation because such persons may be deemed to
be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.
As of February 19, 2021, the Registrant had 26,699,547 outstanding
shares of Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant’s definitive Proxy Statement for the
Registrant’s 2021 Annual Meeting of Stockholders are incorporated by reference in Part III of this Annual Report on Form 10-K to
the extent stated herein. The Proxy Statement will be filed with the Securities and Exchange Commission pursuant to Regulation 14A not
later than 120 days of the Registrant’s fiscal year ended December 31, 2020.
EXPLANATORY NOTE
Applied Optoelectronics, Inc. (the “Company” or "AOI")
is filing this Amendment No. 1 (this “Amendment No. 1”) to its annual report on Form 10-K for the fiscal year ended December
31, 2020, as filed with the Securities and Exchange Commission on February 25, 2021 (the “Original Form 10-K”), in order to
correct Items 11 and 13 of Part III of the Original Form 10-K.
This Amendment No. 1 should be read in conjunction with the Original
Form 10-K, which continues to speak as of the date of the Original Form 10-K. Other than the with respect to Items 11 and 13 of Part III,
this Amendment No. 1 does not modify or update the disclosures in the Original Form 10-K in any way. Accordingly, this Amendment
No. 1 does not reflect events occurring after the filing of the Original Form 10-K or modify or update any related or other disclosures.
Item 11.
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Executive Compensation
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The information required regarding the compensation
of our named executive officers and directors is incorporated herein by reference from the information contained our Proxy Statement.
The information required regarding pay ratio
disclosure is incorporated herein by reference from the information contained our Proxy Statement.
The information required regarding our Compensation
Committee and the Compensation Committee Report are incorporated by reference from the information contained in our Proxy Statement.
Item 13.
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Certain Relationships and Related Transactions, and Director Independence
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The information required regarding related
transactions is incorporated herein by reference from the information contained in our Proxy Statement.
The information required regarding the independence
of our directors is incorporated herein by reference from the information contained in our Proxy Statement.
SIGNATURES
Pursuant to the requirements of Section 13
or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned, thereunto duly authorized, on April 23, 2021.
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APPLIED OPTOELECTRONICS, INC.
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By:
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/s/ CHIH-HSIANG (THOMPSON) LIN
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CHIH-HSIANG (THOMPSON) LIN,
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President and Chief Executive Officer and Chairman of the Board of Directors
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