UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K/A
Amendment No. 1
 
Annual Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934
 
For the Fiscal Year Ended March 31, 2013
Commission File No. 001-32632
UROPLASTY, INC.
(Exact name of registrant as specified in its Charter)

Minnesota
 
41-1719250
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)

5420 Feltl Road
Minnetonka, Minnesota 55413-2820
(Address of principal executive offices)

(952) 426-6140
(Issuer’s telephone number, including area code)
Securities registered under Section 12(b) of the Exchange Act:

Title of class
 
Name of Exchange on which registered
Common Stock, $.01 par value
 
NASDAQ
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  YES o NO x
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.  YES o NO x
 
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 x NO o
 
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 (§ 229.405 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 x NO o
 
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. x
 
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. (Check one):
 
Large Accelerated Filer o
Accelerated Filer x
Non-Accelerated Filer o
Smaller Reporting Company o
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  YES o  NO x
 
The aggregate market value of the voting stock held by non-affiliates computed by reference to the price at which the stock was sold or the average bid and asked prices of such stock as of September 30, 2011 was $85,630,295.
 
As of June 28, 2013, the registrant had 20,934,245 shares of common stock outstanding.
 
Documents Incorporated By Reference: Portions of our Proxy Statement for our 2013 Annual Meeting of Shareholders (the “Proxy Statement”), are incorporated by reference in Part III.
 
Explanatory Note:  This Form 10-K/A is filed to solely to include the correct version of Exhibit 99.1.  The the Annual Report on Form 10-K as originally filed included the earnings release dated  May 30, 2013 rather than the press release dated June 23, 2013 relating to the filing of the 10-K, and the appointment of Robert C. Kill as our Chief Executive Officer..

 
PART IV
Item 15.  Exhibits and Financial Statement Schedules

(a) Documents filed as part of this Annual Report on Form 10-K:

1. Consolidated Financial Statements:

 
 
PAGE
Reports of Independent Registered Public Accounting Firm
 
39 - 40
Consolidated Balance Sheets
 
41
Consolidated Statements of Operations
 
43
Consolidated Statements of Comprehensive Loss
 
44
Consolidated Statements of Shareholders’ Equity
 
45
Consolidated Statements of Cash Flows
 
46
Notes to Consolidated Financial Statements
 
47

2. Financial Statement Schedules:

Schedule II – Valuation and Qualifying Accounts

 
  
Balance at
beginning of
fiscal year
    
Additions
charged to
expenses
    
Written off,
less recoveries
    
Effects of
foreign
currency 
fluctuations
    
Balance at
end of
fiscal year
  
Allowance for doubtful accounts
  
   
   
   
   
 
Fiscal year ended March 31, 2013
  
$
31,000
    
$
17,000
    
$
(27,000
)
  
$
-
    
$
21,000
  
Fiscal year ended March 31, 2012
    
11,000
      
30,000
      
(9,000
)
    
(1,000
)
    
31,000
  
Fiscal year ended March 31, 2011
    
11,000
      
5,000
      
(5,000
)
    
-
      
11,000
  

 
  
Balance at
beginning of
fiscal year
    
Additions
charged
against
revenues
    
Returns
written off
    
Effects of
foreign
currency
fluctuations
    
Balance at
end of
fiscal year
  
Allowance for sales returns
  
   
   
   
   
 
Fiscal year ended March 31, 2013
  
$
62,000
    
$
26,000
    
$
(35,000
)
  
$
-
    
$
53,000
  
Fiscal year ended March 31, 2012
    
59,000
      
82,000
      
(79,000
)
    
-
      
62,000
  
Fiscal year ended March 31, 2011
    
61,000
      
29,000
      
(31,000
)
    
-
      
59,000
  
3. Exhibits

(a) Exhibits incorporated by reference.

Number Description

  3.1 Amended & Restated By Laws of Uroplasty, Inc. (Incorporated by reference to Exhibit 3.1 to Registrant’s Form 8-K filed November 20, 2009)
  3.2 Restated Articles of Incorporation of Uroplasty, Inc. (Incorporated by reference to Exhibit 3.1 to Registrant’s Registration Statement on Form SB-2 filed October 18, 2007 (File No. 333-146787))
10.1 Settlement Agreement and Release dated November 30, 1993 by and between Bioplasty, Inc., Bio-Manufacturing, Inc., Uroplasty, Inc., Arthur A. Beisang, Arthur A. Beisang III, MD and Robert A. Ersek, MD (Incorporated by reference to Exhibit 6.1 to Registrant’s Registration Statement on Form 10SB filed July 10, 1996)
10.2* Employment Agreement between Uroplasty, Inc. and Susan Holman dated December 7, 1999. (Incorporated by reference to Exhibit 10.13 to Registrant’s Form 10-KSB for the year ended March 31, 2000 filed June 26, 2000)
10.3* Employment Agreement between Uroplasty, Inc. and Larry Heinemann dated December 7, 1999. (Incorporated by reference to Exhibit 10.14 to Registrant’s Form 10-KSB for the year ended March 31, 2000, filed June 26, 2000)
10.4 Agreement, dated October 14, 1998, by and between Uroplasty, Inc. and Samir M. Henalla (pertaining to Macroplastique Implantation System). (Incorporated by reference to Exhibit 10.15 to Registrant’s Form 10-KSB/A for the year ended March 31, 2001, filed March 27, 2002)
10.5* 2002 Employee Stock Option Plan (Incorporated by reference to the copy filed as Appendix B to the Proxy Statement filed with the SEC on August 1, 2002)
10.6* Employment Agreement between Uroplasty, Inc. and Mr. Marc Herregraven dated November 15, 2002. (Incorporated by reference to Exhibit 10.15 to Registrant’s Form 10-KSB for the year ended March 31, 2003, filed May 20, 2003)
10.7* Employment Agreement between Uroplasty, Inc. and Mahedi A. Jiwani dated November 14, 2005 (Incorporated by reference to Exhibit 10.24 to Registrant’s Form 10-QSB filed November 14, 2005)
10.8* Employment Agreement between Uroplasty, Inc. and David B. Kaysen dated May 17, 2006 (Incorporated by reference to Exhibit 10.30 to Registrant’s Form 10-KSB filed June 29, 2006)
10.9* 2006 Amended Stock and Incentive Plan (Incorporated by reference to the copy attached as Appendix A to the Company’s Definitive Proxy Statement filed on July 25, 2008)
10.10* Amendment to the Employment Agreement between Uroplasty, Inc. and Mr. David B. Kaysen. (Incorporated by reference to Exhibit 10.1 to Registrant’s Form 8-K dated April 26, 2011)
10.11 Lease Agreement between Uroplasty, Inc. and Liberty Property Limited Partnership dated January 20, 2006 (Incorporated by reference to Exhibit 10.25 to Registrant’s Form 8-K filed January 24, 2006)
10.12 Form of Purchase Agreement, dated as of March 15, 2007, by and between Uroplasty, Inc. and CystoMedix, Inc. (Incorporated by reference to Exhibit 10.36 to Registrant’s Form 8-K filed March 20, 2007
10.13* Employment Agreement between Uroplasty, Inc. and Nancy Kolb dated May 22, 2012 (Incorporated by reference to Exhibit 10.13 to Registrant’s Form 10-K filed May 24, 2012)
10.14*# Employment Agreement between Uroplasty, Inc. and Darin Hammers dated February 11, 2013
10.15*# Employment Agreement between Uroplasty, Inc. and Robert C. Kill dated July 22, 2013
10.16*# Amended and Restated Separation Agreement July 22, 2013, between Uroplasty, Inc. and David B. Kaysen
10.17*# Separation Agreement dated July 19, 2013 between Uroplasty and Mahedi Jiwani
14.1 Revised Code of Ethics titled Code of Business Conduct and Ethics for Directors, Officers and Employees (Incorporated by reference to Exhibit 14.1 to Registrant’s Form 8-K filed April 12, 2007)
21.0# List of Subsidiaries
24.1# Power of Attorney
23.1# Consent of Independent Registered Public Accounting Firm – Grant Thornton LLP
31# Certification by the CEO and CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32# Certification by the CEO and CFO pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101# Financial statements from the Annual Report on Form 10-K for the year ended March 31, 2013, formatted in Extensible Business Reporting Language: (i) Financial Statement Schedules, (ii) the Consolidated Balance Sheets, (iii) the Consolidated Statements of Operations, (iv) the Consolidated Statements of Shareholders’ Equity and Comprehensive Loss, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to Consolidated Financial Statements
#  Filed with the first filing of this Form 10-K
*  Management contract, compensation plan or arrangement

(c) Exhibits filed herewith.  

Number Description

99.1 Press Release dated July 23, 2013.
SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: July 23, 2013
UROPLASTY, INC.
 
 
 
 
By
   /s/ Robert C. Kill
 
Robert C. Kill
 
President and Chief Executive Officer

In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Name
Title / Capacity
Date
 
 
 
/s/ Robert C. Kill                                                      
Chief Executive Officer, Acting Chief
July 23, 2013
Robert C. Kill
 Financial Officer and Director
 
(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
/s/ R. Patrick Maxwell*  
Director
July 23, 2013
R. Patrick Maxwell
 
/s/ Thomas E. Jamison*  
Director
July 23, 2013
Thomas E. Jamison
 
 
/s/ Lee A. Jones*                                                      
Director
July 23, 2013
Lee A. Jones
 
 
 
 
/s/ James P. Stauner*  
Chairman of the Board of Directors
July 23, 2013
James P. Stauner
 
 
 
/s/ Sven A. Wehrwein*  
Director
July 23, 2013
Sven A. Wehrwein
 

*Robert C. Kill, by signing his name hereto, does hereby sign this document on behalf of each of the above named directors of the registrant pursuant to powers of attorney duly executed by such persons.