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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q/A
(AMENDMENT NO. 1)
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|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2002
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
EXCHANGE ACT OF 1934
Commission File No. 1-14168
Globix Corporation
(Exact name of registrant as specified in its charter)
Delaware 13-3781263
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
139 Centre Street, New York, New York 10013
(address of principal executive offices) (Zip Code)
Registrant's Telephone number, including area code: (212) 334-8500
Indicate by check mark whether 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 |X|
Indicate by checkmark whether the registrant is an accelerated filer (as defined
in Exchange Act Rule 12b-2). Yes |_| No |X|
Indicate by checkmark whether the registrant has filed all documents
and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act
subsequent to the distribution of securities under a plan confirmed by a court.
Yes |_| No |X|
The number of shares of the registrant's common stock deemed to be
outstanding as of March 24, 2003 was 16,460,000.
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This Amendment No. 1 amends the registrant's quarterly report on Form
10-Q for the quarter ended December 31, 2002, filed with the Securities and
Exchange Commission on March 26, 2003 (the "Form 10-Q"), to delete from Part I,
Item 4 the subsection entitled "Limitations on the Effectiveness of Disclosure
Controls and Internal Controls." Pursuant to Rule 12b-15 promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), the complete
text of Part I, Item 4, as amended, is set forth below. This Amendment No. 1
also corrects two minor typographical errors on the cover page of the Form 10-Q.
In addition, pursuant to Rule 12b-15, our principal executive officer and
principal financial officer are providing the certifications required by Rule
13a-14 promulgated under the Exchange Act.
Except as described above, no other changes have been made to the Form
10-Q. This Amendment No. 1 continues to speak as of the date of the Form 10-Q,
and the registrant has not updated the disclosures contained therein to reflect
any events which occurred at a later date.
Item 4. Controls and Procedures
Our disclosure controls and procedures (as defined in Rule 13a-14(c)
under the Exchange Act) ("Disclosure Controls") are procedures that are designed
with the objective of ensuring that information required to be disclosed in our
reports filed under the Exchange Act, such as this quarterly report, is
recorded, processed, summarized and reported within the time periods specified
in the SEC's rules and forms. Disclosure Controls are also designed with the
objective of ensuring that this information is accumulated and communicated to
our management, including our Chief Executive Officer and Acting Chief Financial
Officer, as appropriate to allow timely decisions regarding required disclosure.
Internal controls and procedures for financial reporting ("Internal Controls")
are procedures that are designed with the objective of providing reasonable
assurance that:
o our transactions are properly authorized;
o assets are safeguarded against unauthorized or improper use;
and
o transactions are properly recorded and reported,
in each case all to permit the preparation of our financial statements in
conformity with U.S. generally accepted accounting principles.
Within the 90-day period prior to the filing of this quarterly report,
an evaluation was carried out under the supervision and with the participation
of our management, including our Chief Executive Officer and Acting Chief
Financial Officer, of the effectiveness of the design and operation of our
Disclosure Controls and Procedures. Based upon that evaluation, our Chief
Executive Officer and Acting Chief Financial Officer concluded, subject to the
limitations noted above, that:
o the design and operation of our Disclosure Controls were
effective to ensure that material information related to our
company which is required to be disclosed in reports filed
under the Securities Exchange Act of 1934 is recorded
processed, summarized and reported within the time periods
specified in SEC rules and forms.
o our Internal Controls are effective to provide reasonable
assurance that our financial statements are fairly presented
in conformity with U.S. generally accepted accounting
principles.
No significant changes were made to our Internal Controls or in other
factors that could significantly affect these controls subsequent to the date of
their evaluation.
1
SIGNATURES
Pursuant to the requirements 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.
GLOBIX CORPORATION
By: /S/ PETER K. STEVENSON
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Peter K. Stevenson
President and Chief Executive Officer
Date: April 11, 2003
By: /S/ JOHN D. MCCARTHY
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John D. McCarthy
Acting Chief Financial Officer (principal
financial officer)
Date: April 11, 2003
CERTIFICATIONS
I, Peter K. Stevenson, certify that:
1. I have reviewed this quarterly report on Form 10-Q/A of Globix
Corporation;
2. Based on my knowledge, this quarterly report 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 the period covered by this
quarterly report;
3. Based on my knowledge, the financial statements and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
(a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
(b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
(c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons performing the
equivalent function):
(a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
(b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls.
6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: April 11, 2003
/s/Peter K. Stevenson
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Name: Peter K. Stevenson
Title: President and
Chief Executive Officer
I, John D. McCarthy, certify that:
1. I have reviewed this quarterly report on Form 10-Q/A of Globix
Corporation;
2. Based on my knowledge, this quarterly report 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 the period covered by this
quarterly report;
3. Based on my knowledge, the financial statements and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
(a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
(b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
(c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
(a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
(b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls.
6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: April 11, 2003
/s/John D. McCarthy
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Name: John D. McCarthy
Title: Acting Chief Financial Officer