UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K-A
(Amendment No. 1)
FOR ANNUAL AND TRANSITION REPORTS PURSUANT
TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
(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, 2017
OR
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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 1-07265
AMBASE CORPORATION
(Exact name of registrant as specified in its charter)
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DELAWARE
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95-2962743
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(State of incorporation)
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(I.R.S. Employer Identification No.)
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One South Ocean Boulevard, Suite 301, Boca Raton, Fl. 33432
(Address of principal executive offices)
Registrant's telephone number, including area code: (201) 265-0169
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Title of each class
Common Stock ($0.01 par value)
Rights to Purchase Common Stock
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes
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No
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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
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No
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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
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No
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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
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No
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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 the Form 10-K.
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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 "accelerated filer", "large accelerated filer", and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer
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Accelerated Filer
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Non-Accelerated Filer
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Smaller Reporting Company
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Emerging Growth Company
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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.
Yes
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No
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
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No
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At February 28, 2018, there were 40,737,751 shares of registrant's Common Stock outstanding. At June 30, 2017, the aggregate market value of registrant's voting securities (consisting of its Common Stock) held by nonaffiliates of the registrant, based on the average bid and asking price on such date of the Common Stock of $1.00 per share was approximately $24 million. The Common Stock constitutes the registrant's only outstanding class of security.
Portions of the registrant's definitive Proxy Statement for its 2018 Annual Meeting of Stockholders, which Proxy Statement the registrant intends to file with the Securities and Exchange Commission not later than 120 days after the close of its fiscal year, are incorporated by reference with respect to certain information contained therein, in Part III of this Annual Report.
EXPLANATORY NOTE
This Amendment No. 1 (this "Amendment") to the Annual Report on Form 10-K of AmBase Corporation (the "Company") is being filed to update the Exhibit Index in Part IV, Item 15 of the Company's Annual Report on Form 10-K originally filed with the Securities and Exchange Commission on March 30, 2018 (the "Report") to include the the hyperlinks to previously filed exhibits incorporated by reference that were inadvertently omitted from the Report. Except for the updated hyperlinks in the Exhibit Index, no other changes have been made to the Report.
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PART IV
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ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
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(b) Exhibits:
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3.1
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3.2
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4
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Rights Agreement
dated as of February 10, 1986 between the Company and American Stock Transfer and Trust Co. as amended through November 10, 2015.
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10.4
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Employment Agreement
dated as of March 30, 2006 between Richard A. Bianco and the Company, (incorporated by reference to Exhibit 10H to the Company's Annual Report on Form 10-K for the year ended December 31, 2005).
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10.5
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Amendment to Employment Agreement
dated as of January 1, 2008 between Richard A. Bianco and the Company, (incorporated by reference to Exhibit 10E to the Company's Annual Report on Form 10-K for the year ended December 31, 2007)
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10.6
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10.7
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10.8
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10.9
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10.10
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Litigation Funding Agreement
dated September 2017, between Mr. Richard A. Bianco, the Company's Chairman, President and Chief Executive Officer ("Mr. R. A. Bianco") and the Company (incorporated by reference to Exhibit 10.1 to the Company's Current report on Form 8-K dated September 26, 2017 and Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarterly period ending September 30, 2017).
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10.11
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14
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AmBase Corporation - Code of Ethics
as adopted by Board of Directors (incorporated by reference to Exhibit 14 to the Company's Annual Report on Form 10-K for the year ended December 31, 2003).
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21
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Rule 13a-14(a) Certification of Chief Executive Officer Pursuant to Rule 13a-14.
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Rule 13a-14(a) Certification of Chief Financial Officer Pursuant to Rule 13a-14.
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32.1
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32.2
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99.1
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101.1
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The following financial statements from AmBase Corporation's Annual Report on Form 10-K for the year ended December 31, 2017 formatted in XBRL: (i) Consolidated Statement of Operations; (ii) Consolidated Balance Sheets; (iii) Consolidated Statements of Cash Flow: and (iv) Notes to Consolidated Financial Statements.
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Exhibits, except as otherwise indicated above, are filed herewith.
* filed herewith.
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Signatures
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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to Report on Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized.
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AMBASE CORPORATION
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/s/JOHN FERRARA
Vice President and Chief Financial
Officer (Principal Financial Officer)
Date: April 30, 2018
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