XNAS:ZIPR ZipRealty Inc Quarterly Report 10-Q/A Filing - 6/30/2012

Effective Date 6/30/2012

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q/A

 

(Mark one)

  x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2012

 

OR

 

  ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission file number: 000-51002

 

ZIPREALTY, INC.

(Exact name of registrant as specified in its charter)

 

 

DELAWARE 94-3319956
(State of incorporation) (IRS employer
  identification number)

 

2000 POWELL STREET, SUITE 300  
EMERYVILLE, CA 94608
(Address of principal executive offices) (Zip Code)

 

(510) 735-2600

(Registrant’s telephone number)

 

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  ¨

 

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  x    No  ¨

 

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. (Check one):

 

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company x
    (Do not check if  
    a smaller reporting company)  

 

 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

 

We had 20,637,304 shares of common stock outstanding at July 30, 2012.

 

 
 

 

EXPLANATORY NOTE

 

The purpose of this Amendment No. 1 to the Quarterly Report on Form 10-Q of ZipRealty, Inc. for the quarterly period ended June 30, 2012, filed with the Securities and Exchange Commission on August 10, 2012 (the “Form 10-Q”), is solely to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the unaudited condensed consolidated financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language). As permitted by Rule 405(a)(2)(ii) of Regulation S-T, Exhibit 101 is required to be furnished by amendment within 30 days of the original filing date of the Form 10-Q.

 

No other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.

 

Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

 

PART II — OTHER INFORMATION

 

  Item 6. Exhibits:

 

The exhibits listed in the Exhibit Index are filed as a part of this report.

 

SIGNATURE

 

Pursuant to the requirements of Section 13 or 15(d) 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.

 

 

  ZIPREALTY
   
   
Date:  September 7, 2012 By:

/s/    Eric L. Mersch 

    Eric L. Mersch
    Chief Financial Officer

 

 
 

 

Exhibit Index

 

Exhibit

number

  Description
3.1(1)++   Certificate of Correction to Amended and Restated Certificate of Incorporation
     
3.2(a)(2)++   Bylaws
     
4.1(2)++   Form of Common Stock Certificate
     
10.15(3)*++   Offer Letter of Eric L. Mersch effective April 9, 2012
     
10.16(4)*++   Offer Letter of Franklin V. (Van) Davis effective May 7, 2012
     
31.1++   Certification of Chief Executive Officer, as required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934
     
31.2++   Certification of Chief Financial Officer, as required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934
     
32.1++   Certification of Chief Executive Officer, as required by Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350)
     
32.2++   Certification of Chief Financial Officer, as required by Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350)
     
101 INS+   XBRL Instance Document
     
101 SCH+   XBRL Taxonomy Extension Schema Document
     
101  CAL+   XBRL Taxonomy Extension Calculation Linkbase Document
     
101 DEF+   XBRL Taxonomy Extension Definition Linkbase Document
     
101 LAB+   XBRL Taxonomy Extension Label Linkbase Document
     
101 PRE+   XBRL Taxonomy Extension Presentation Linkbase Document

 

  + Furnished with this Quarterly Report on Form 10-Q and included in Exhibit 101 to this report are the following documents formatted in XBRL (eXtensible Business Reporting Language): (i) the Unaudited Condensed Consolidated Balance Sheets as of June 30, 2012 and December 31, 2011, (ii) the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income for the three and six months ended June 30, 2012 and 2011, (iii) the Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2012 and 2011and (iv) related notes.

 

  ++ These exhibits were previously filed with or incorporated by reference into the Quarterly Report on Form 10-Q of ZipRealty, Inc. for the quarterly period ended June 30, 2012, filed with the Securities and Exchange Commission on August 10, 2012.
  * Identifies a management contract or compensatory plan of arrangement required to be filed as an exhibit to the Quarterly Report on Form 10-Q referenced above.

 

 

 

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