þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware (State or other jurisdiction of incorporation or organization) |
43-2004527 (I.R.S. Employer Identification No.) |
Title of Each Class | Name of Each Exchange on which Registered | |
Common Stock, par value $0.001 per share | The New York Stock Exchange |
Large accelerated filer o | Accelerated filer o | Non-accelerated filer
þ (Do not check if a smaller reporting company) |
Smaller Reporting Company o |
1. | to amend and restate Item 10 of Part III of the Original 10-K by deleting the reference to the section of our proxy statement entitled Audit Committee Report and adding a reference to those sections of our proxy statement entitled Board Committees and Committee Membership and Financial Expert; and | ||
2. | to furnish a corrected version of the Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act, filed as Exhibit 32.1 to the Original 10-K because the original certification included an erroneous reference to the quarter ended March 28, 2008 (instead of the year ended December 31, 2007) as the period that the certification covered. |
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Exhibit | ||||||||
No. | Title | Method of Filing | ||||||
3.1
|
Amended and Restated Certificate of Incorporation | Incorporated by reference to Exhibit 3.1 of our quarterly report on Form 10-Q filed with the SEC on September 14, 2007 | ||||||
3.2
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Second Amended and Restated Bylaws | Incorporated by reference to Exhibit 3.2 of our quarterly report on Form 10-Q filed with the SEC on September 14, 2007 | ||||||
4
|
Specimen Stock Certificate | Incorporated by reference to Exhibit 4 of our amendment to registration statement on Form S-1/A filed with the SEC on July 16, 2007 (Registration No. 333-142372) | ||||||
10.1*
|
Amended and Restated Employment Agreement of James P. Dolan | Incorporated by reference to Exhibit 10.1 of our amendment to registration statement on Form S-1/A filed with the SEC on June 6, 2007 (Registration No. 333-142372) | ||||||
10.2*
|
Employment Agreement of David A. Trott | Incorporated by reference to Exhibit 10.2 of our registration statement on Form S-1 filed with the SEC on April 26, 2007 (Registration No. 333-142372) | ||||||
10.3*
|
Employment Agreement of Scott J. Pollei | Incorporated by reference to Exhibit 10.3 of our amendment to registration statement on Form S-1/A filed with the SEC on June 6, 2007 (Registration No. 333-142372) | ||||||
10.4*
|
Employment Agreement of Mark W.C. Stodder | Incorporated by reference to Exhibit 10.4 of our amendment to registration statement on Form S-1/A filed with the SEC on June 6, 2007 (Registration No. 333-142372) | ||||||
10.5*
|
2007 Incentive Compensation Plan | Incorporated by reference to Exhibit 10.5 of our amendment to registration statement on Form S-1/A filed with the SEC on July 11, 2007 (Registration No. 333-142372) | ||||||
10.6*
|
Form of Non-Qualified Stock Option Award Agreement | Incorporated by reference to Exhibit 10.6 of our amendment to registration statement on Form S-1/A filed with the SEC on July 11, 2007 (Registration No. 333-142372) |
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Exhibit | ||||||||
No. | Title | Method of Filing | ||||||
10.7*
|
Form of Restricted Stock Award Agreement | Incorporated by reference to Exhibit 10.7 of our amendment to registration statement on Form S-1/A filed with the SEC on July 11, 2007 (Registration No. 333-142372) | ||||||
10.8
|
Services Agreement between American Processing Company, LLC, Trott & Trott, P.C. and David A. Trott | Incorporated by reference to Exhibit 10.8 of our amendment to registration statement on Form S-1/A filed with the SEC on June 6, 2007 (Registration No. 333-142372). Portions of this exhibit were omitted and have been filed separately with the Secretary of the SEC pursuant to an application for confidential treatment under Rule 406 of the Securities Act | ||||||
10.9
|
Services Agreement between American Processing Company, LLC, Feiwell & Hannoy Professional Corporation, Michael Feiwell and Douglas Hannoy | Incorporated by reference to Exhibit 10.9 of our amendment to registration statement on Form S-1/A filed with the SEC on June 6, 2007 (Registration No. 333-142372). Portions of this exhibit were omitted and have been filed separately with the Secretary of the SEC pursuant to an application for confidential treatment under Rule 406 of the Securities Act | ||||||
10.10
|
Amended and Restated Operating Agreement of Detroit Legal News Publishing, LLC | Incorporated by reference to Exhibit 10.10 of our amendment to registration statement on Form S-1/A filed with the SEC on June 6, 2007 (Registration No. 333-142372) | ||||||
10.11
|
Amended and Restated Registration Rights Agreement between Dolan Media Company and certain initial and preferred investors | Incorporated by reference to Exhibit 10.16 of our amendment to registration statement on Form S-1/A filed with the SEC on June 6, 2007 (Registration No. 333-142372) | ||||||
10.12
|
Amended and Restated Operating Agreement of American Processing Company, LLC | Incorporated by reference to Exhibit 10.12 of our registration statement on Form S-1 filed with the SEC on April 26, 2007 (Registration No. 333-142372). That Exhibit 10.12 also included Amendment No. 1 to the Amended and Restated Operating Agreement of American Processing Company, LLC, identified here as Exhibit 10.20 | ||||||
10.13*
|
Form of Incentive Stock Option Award Agreement | Incorporated by reference to Exhibit 10.8 of our amendment to registration statement on Form S-1/A filed with the SEC on July 11, 2007 (Registration No. 333-142372) | ||||||
10.14*
|
Executive Change in Control Plan | Incorporated by reference to Exhibit 10.12 of our amendment to registration statement on Form S-1/A filed with the SEC on July 11, 2007 (Registration No. 333-142372) | ||||||
10.15
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Form of Indemnification Agreement | Incorporated by reference to Exhibit 10.18 of our amendment to registration statement on Form S-1/A filed with the SEC on June 29, 2007 (Registration No. 333-142372) | ||||||
10.16*
|
2007 Employee Stock Purchase Plan | Incorporated by reference to Exhibit 10.18 of our amendment to registration statement on Form S-1/A filed with the SEC on July 11, 2007 (Registration No. 333-142372) | ||||||
10.17
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Second Amended and Restated Credit Agreement | Incorporated by reference to Exhibit 10.1 of our current report on Form 8-K filed with the SEC on August 13, 2007 |
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Exhibit | ||||
No. | Title | Method of Filing | ||
10.18
|
Common Unit Purchase Agreement between Dolan APC, LLC and Trott & Trott | Incorporated by reference to Exhibit 10.1 of our current report on Form 8-K filed with the SEC on December 3, 2007 | ||
10.19
|
Common Unit Purchase Agreement between Dolan APC, LLC and Feiwell & Hannoy | Incorporated by reference to Exhibit 10.2 of our current report on Form 8-K filed with the SEC on December 3, 2007 | ||
10.20
|
Amendment No. 1 to Amended and Restated Operating Agreement of American Processing Company, LLC | Incorporated by reference to Exhibit 10.12 of our registration statement on Form S-1 filed with the SEC on April 26, 2007 (Registration No. 337-142372). That Exhibit 10.12 also included the Amended and Restated Operating Agreement of American Processing Company, LLC identified here as Exhibit 10.12 | ||
10.21
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Amendment No. 2 to Amended and Restated Operating Agreement of American Processing Company, LLC | Incorporated by reference to Exhibit 10.3 of our current report on Form 8-K filed with the SEC on December 3, 2007 | ||
10.22
|
Consent Agreement of Dolan Media Company, Dolan Finance Company, Dolan APC LLC, American Processing Company, LLC, US Bank National Association and the banks that are parties to the Second Amended and Restated Credit Agreement | Incorporated by reference to Exhibit 10.4 of our current report on Form 8-K filed with the SEC on December 3, 2007 | ||
10.23
|
Asset Purchase Agreement between American Processing Company, LLC and Wilford & Geske, Professional Association | Incorporated by reference to Exhibit 10.1 of our current report on Form 8-K filed with the SEC on February 25, 2008 | ||
10.24
|
Services Agreement between American Processing Company, LLC and Wilford & Geske Professional Association | Incorporated by reference to Exhibit 10.2 of our current report on Form 8-K filed with the SEC on February 25, 2008. Portions of this exhibit were omitted and have been filed separately with the Secretary of the SEC pursuant to an application for confidential treatment under Rule 406 of the Securities Act | ||
10.25
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Amendment No. 3 to Amended and Restated Operating Agreement of American Processing Company, LLC | Incorporated by reference to Exhibit 10.3 of our current report on Form 8-K filed with the SEC on February 25, 2008 | ||
21
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Subsidiaries of the Registrant | Incorporated by reference to Exhibit 21 of our registration statement on Form S-1 filed with the SEC on April 26, 2007 (Registration No. 333-142372) | ||
23.1
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Consent of McGladrey & Pullen, LLP | ** | ||
23.2
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Consent of Virchow Krause | ** | ||
31.1
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Section 302 Certification of James P. Dolan dated March 28, 2008 | ** | ||
31.2
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Section 302 Certification of Scott J. Pollei dated March 28, 2008 | ** | ||
31.3
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Section 302 Certification of James P. Dolan dated April 22, 2008 | Filed herewith | ||
31.4
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Section 302 Certification of Scott J. Pollei dated April 22, 2008 | Filed herewith | ||
32.1
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Section 906 Certification of James P. Dolan dated March 28, 2008 (corrected) | Furnished herewith | ||
32.2
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Section 906 Certification of Scott J. Pollei dated March 28, 2008 | ** | ||
32.3
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Section 906 Certification of James P. Dolan dated April 22, 2008 | Furnished herewith |
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Exhibit | ||||
No. | Title | Method of Filing | ||
32.4
|
Section 906 Certification of Scott J. Pollei dated April 22, 2008 | Furnished herewith |
* | Management contract or compensatory plan, contract or arrangement required to be filed as exhibit to this annual report on Form 10-K. | |
** | Filed with our annual report on Form 10-K on March 28, 2008 |
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DOLAN MEDIA COMPANY |
||||
Dated: April 22, 2008 | By: | /s/ SCOTT J. POLLEI | ||
Scott J. Pollei | ||||
Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
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Exhibit No. | Title | Method of Filing | ||
31.3
|
Section 302 Certification of James P. Dolan dated April 22, 2008 | Filed herewith | ||
31.4
|
Section 302 Certification of Scott J. Pollei | Filed herewith | ||
32.1
|
Section 906 Certification of James P. Dolan dated March 28, 2008 (corrected) | Furnished herewith | ||
32.3
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Section 906 Certification of James P. Dolan dated April 22, 2008 | Furnished herewith | ||
32.4
|
Section 906 Certification of Scott J. Pollei dated April 22, 2008 | Furnished herewith |
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