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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
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For the quarterly period ended September 30, 2005 |
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OR |
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o
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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 |
Washington
(State or other jurisdiction of incorporation or organization) |
93-0962605
(I.R.S. Employer Identification No.) |
Page No. | ||||||||
PART
I FINANCIAL INFORMATION
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Item 1. Unaudited Condensed Consolidated Financial Statements:
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3 | ||||||||
4 | ||||||||
5 | ||||||||
6 | ||||||||
7 | ||||||||
15 | ||||||||
34 | ||||||||
35 | ||||||||
36 | ||||||||
36 | ||||||||
36 | ||||||||
37 | ||||||||
EXHIBIT 10.1 | ||||||||
EXHIBIT 31.1 | ||||||||
EXHIBIT 31.2 | ||||||||
EXHIBIT 32.1 |
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
(in thousands, except share data)
(unaudited)
December 31,
September 30,
2004
2005
$
41,732
$
22,723
11,437
34,253
33,185
56,703
71,521
95,480
5,225
4,623
197,353
179,529
36,875
34,758
3,590
3,498
55,644
56,476
6,197
5,250
9,130
9,945
$
308,789
$
289,456
$
23,875
$
21,175
14,970
13,324
8,214
15,328
53,219
76,353
100,278
126,180
1,662
1,332
1,549
4,742
80,000
80,000
413,911
419,374
4,173
758
(4,220
)
(280
)
4,560
5,555
(293,124
)
(348,205
)
125,300
77,202
$
308,789
$
289,456
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(in thousands, except per share data)
(unaudited)
Three Months Ended
Nine Months Ended
September 30,
September 30,
2004
2005
2004
2005
$
34,806
$
33,285
$
72,713
$
99,796
11,118
11,456
37,056
35,998
45,924
44,741
109,769
135,794
46,052
29,005
75,089
96,567
6,909
7,546
23,274
22,652
13,344
6,472
34,779
32,932
8,720
5,778
24,950
19,951
4,974
3,617
12,354
12,491
7,129
1,201
7,129
2,933
43,400
87,128
53,619
220,975
187,526
(41,204
)
(8,878
)
(111,206
)
(51,732
)
91
(254
)
(111
)
(602
)
171
(1,115
)
339
(2,319
)
(40,942
)
(10,247
)
(110,978
)
(54,653
)
70,057
3
58,368
428
$
(110,999
)
$
(10,250
)
$
(169,346
)
$
(55,081
)
$
(1.27
)
$
(0.12
)
$
(2.06
)
$
(0.62
)
87,236
88,618
82,013
88,376
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(unaudited and in thousands)
Accumulated
Common Stock
Exchangeable Shares
Other
Number of
Number of
Deferred
Accumulated
Comprehensive
Shares
Amount
Shares
Amount
Compensation
Deficit
Income (Loss)
Total
87,349
$
413,911
571
$
4,173
$
(4,220
)
$
(293,124
)
$
4,560
$
125,300
207
770
770
140
440
440
88
138
138
65
475
(65
)
(475
)
1,199
1,199
(63
)
(63
)
47
(1,032
)
(985
)
(21,035
)
(21,035
)
87,849
415,734
506
3,698
(2,974
)
(314,159
)
3,465
105,764
221
351
351
6
43
(6
)
(43
)
219
219
(116
)
116
1,794
1,794
87
87
30
(449
)
(419
)
(23,796
)
(23,796
)
88,076
416,231
500
3,655
(1,034
)
(337,955
)
3,103
84,000
241
246
246
396
2,897
(396
)
(2,897
)
781
781
(27
)
2,452
2,425
(10,250
)
(10,250
)
88,713
$
419,374
104
$
758
$
(280
)
$
(348,205
)
$
5,555
$
77,202
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(unaudited and in thousands)
For the Nine Months Ended
September 30,
2004
2005
$
(169,346
)
$
(55,081
)
12,043
14,775
4,229
3,772
43,400
8,397
4,883
56,335
48
1,294
72
105
288
20,705
(27,861
)
(31,609
)
(37,165
)
705
(58
)
141
8,084
(954
)
9,521
(3,160
)
(2,506
)
(1,926
)
2,441
9,139
(655
)
17,426
28,658
2,153
(20,122
)
(61,585
)
(6,270
)
(33,274
)
(10,161
)
64,839
44,414
(9,494
)
(3,771
)
15,801
30,482
6,221
138
2,405
1,807
11,437
(693
)
8,626
12,689
76
(595
)
4,381
(19,009
)
39,773
41,732
$
44,154
$
22,723
$
55
$
1,556
1,762
1,027
6,878
7,296
83,542
219
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(unaudited)
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December 31,
September 30,
2004
2005
$
20,905
$
26,401
6,770
11,298
4,015
12,410
2,934
6,887
34,624
56,996
(1,439
)
(293
)
$
33,185
$
56,703
December 31,
September 30,
2004
2005
$
24,615
$
14,880
19,541
6,864
27,365
73,736
$
71,521
$
95,480
December 31,
September 30,
2004
2005
$
37,519
$
60,989
16,685
17,715
42
29
54,246
78,733
(1,027
)
(2,380
)
$
53,219
$
76,353
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$
55,644
(378
)
1,210
$
56,476
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Three Months
Nine Months
Ended September 30,
Ended September 30,
2004
2005
2004
2005
$
(110,999
)
$
(10,250
)
$
(169,346
)
$
(55,081
)
(59
)
2
24
4,130
2,452
2,215
971
$
(106,928
)
$
(7,798
)
$
(167,129
)
$
(54,086
)
The Americas
EMEA
Asia Pacific
Total
Three months ended September 30,
2004
2005
2004
2005
2004
2005
2004
2005
$
34,425
$
31,058
$
381
$
1,374
$
$
853
$
34,806
$
33,285
8,393
8,509
1,629
1,692
1,096
1,255
11,118
11,456
$
42,818
$
39,567
$
2,010
$
3,066
$
1,096
$
2,108
$
45,924
$
44,741
$
64,270
$
65,373
$
3,804
$
19,131
$
4,639
$
15,292
$
72,713
$
99,796
27,133
25,982
6,478
6,347
3,445
3,669
37,056
35,998
$
91,403
$
91,355
$
10,282
$
25,478
$
8,084
$
18,961
$
109,769
$
135,794
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2004
2005
$
3,101
$
4,690
(1,338
)
(2,212
)
(236
)
21
(162
)
1,763
2,101
(1,404
)
(846
)
1,947
(49
)
359
3,153
(1,457
)
(1,410
)
7,062
1,148
55
5,964
2,946
(453
)
$
5,964
$
2,493
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Three Months Ended
Nine Months Ended
September 30,
September 30,
2004
2005
2004
2005
4.3%
4.1%
4.3%
3.9%
0%
0%
0%
0%
84%
87%
84%
87%
7.2 years
6 years
7.2 years
5.8 years
Three Months Ended
Nine Months Ended
September 30,
September 30,
2004
2005
2004
2005
$
(110,999
)
$
(10,250
)
$
(169,346
)
$
(55,081
)
2,190
781
4,229
3,772
(3,502
)
(2,406
)
(10,504
)
(23,295
)
$
(112,311
)
$
(11,875
)
$
(175,621
)
$
(74,604
)
$
(1.27
)
$
(0.12
)
$
(2.06
)
$
(0.62
)
$
(1.29
)
$
(0.13
)
$
(2.14
)
$
(0.84
)
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Three Months Ended
Nine Months Ended
September 30,
September 30,
2004
2005
2004
2005
$
1,152
$
696
$
2,224
$
3,264
452
85
873
495
586
1,132
13
$
2,190
$
781
$
4,229
$
3,772
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Cray X1/X1E and XT3 Product Lines:
We recognize revenue from product sales upon
customer acceptance of the system, when there are no significant unfulfilled Company
obligations stipulated by the contract that affect the customers final acceptance, price
is determinable, and collection is reasonably assured. A customer-signed notice of
acceptance or similar document is required from the customer prior to revenue recognition.
Cray XD1 Product Line:
We recognize revenue from product sales of Cray XD1 systems upon
shipment to or delivery to the customer, depending upon contract terms, when there are no
significant unfulfilled Company obligations stipulated by the contract, price is
determinable and collection is reasonably assured. If there is a contractual requirement
for customer acceptance, revenue is recognized upon receipt of the notice of acceptance and
when we have no unfulfilled obligations.
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The element could be sold separately;
The fair value of the undelivered element is established;
In cases with any general right of return, our performance
with respect to any undelivered element is within our control and
probable.
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Three Months Ended
Nine Months Ended
September 30,
September 30,
2004
2005
2004
2005
$
34,806
$
33,285
$
72,713
$
99,796
76%
74%
66%
73%
$
11,118
$
11,456
$
37,056
$
35,998
24%
26%
34%
27%
$
45,924
$
44,741
$
109,769
$
135,794
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Three Months Ended
Nine Months Ended
September 30,
September 30,
2004
2005
2004
2005
$
46,052
$
29,005
$
75,089
$
96,567
132%
87%
103%
97%
$
6,909
$
7,546
$
23,274
$
22,652
62%
66%
63%
63%
Three Months
Nine Months
Ended September 30,
Ended September 30,
2004
2005
2004
2005
$
24,156
$
24,198
$
68,352
$
70,693
(5,332
)
(4,907
)
(16,873
)
(14,442
)
(5,480
)
(12,819
)
(16,700
)
(23,319
)
$
13,344
$
6,472
$
34,779
$
32,932
29
%
14
%
32
%
24
%
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Ended September 30,
Ended September 30,
2004
2005
2004
2005
$
188
$
76
$
394
$
491
(17
)
(1,191
)
(55
)
(2,810
)
$
171
$
(1,115
)
$
339
$
(2,319
)
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Payments Due By Periods
Less than
1-3
4-5
Contractual Obligations
Total
1 year
years
years
$
19,581
$
14,762
$
4,819
$
7,880
2,573
5,307
$
27,461
$
17,335
$
10,126
$
successfully selling the Cray XT3, Cray X1E and Cray XD1 systems and other products,
and the timing and funding of government purchases, especially in the United States;
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the level of product margin contribution in any given period;
maintaining our other product development projects on schedule and within budgetary
limitations, including integration of dual core processor technology into our Cray XD1 and
Cray XT3 systems;
the level of revenue in any given period, particularly for the high average sales
prices and limited number of sales of our larger systems in any quarter, including the
timing of product acceptances by customers and contractual provisions affecting revenue
recognition;
our expense levels, including research and development net of government co-funding;
the terms and conditions of sale or lease for our products;
whether we conclude that all or some part of our recorded
goodwill has been impaired, which may be due to changes in our
business plans and strategy and/or a decrease in our fair
value (i.e., the market value of our outstanding shares of
common stock); and
the impact of expensing our stock-based compensation under SFAS 123(R), once effective.
the timely availability of acceptable components in sufficient quantities to meet customer delivery schedules;
changes in levels of customer capital spending;
the introduction or announcement of competitive products;
the receipt and timing of necessary export licenses; and
currency fluctuations, international conflicts or economic crises.
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if a supplier did not provide components that met our specifications in sufficient
quantities, then production and sale of our systems would be delayed;
if a reduction or an interruption of supply of our components occurred, either because
of a significant problem with a supplier or a single-source supplier deciding to no longer
provide those components to us, it could take us a considerable period of time to identify
and qualify alternative suppliers to redesign our products as necessary and to begin
manufacture of the redesigned components or we may not be able to so redesign such
components;
if we were ever unable to locate a supplier for a key component, we would be unable to
deliver our products;
one or more suppliers could make strategic changes in their product offerings, which
might delay, suspend manufacture or increase the cost of our components or systems; and
some of our key suppliers are small companies with limited financial and other
resources, and consequently may be more likely to experience financial and operational
difficulties than larger, well-established companies.
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make it difficult or impossible for us to make payments on the Notes;
increase our vulnerability to general economic and industry conditions, including recessions;
require us to use cash flow from operations to service our indebtedness, thereby
reducing our ability to fund working capital, capital expenditures, research and
development efforts and other expenses;
limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
place us at a competitive disadvantage compared to competitors that have less indebtedness; and
limit our ability to borrow additional funds that may be needed to operate and expand our business.
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reducing our operating expenses;
reducing or delaying capital expenditures or research and development;
selling assets;
raising additional equity capital and/or debt; and
seek legal protection from our creditors.
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88,712,894 shares of common stock, and 103,770 shares of common stock issuable
upon exchange of certain exchangeable securities issued in connection with the acquisition
of OctigaBay Systems Corporation in April 2004;
warrants to purchase 5,639,850 shares of common stock;
stock options to purchase an aggregate of 16,790,492 shares of common stock, of which
13,258,407 options were then exercisable; and
Notes convertible into 16,576,016 shares of common stock.
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removal of a director only in limited circumstances and only upon the affirmative vote
of not less than two-thirds of the shares entitled to vote to elect directors;
the ability of our board of directors to issue preferred stock, without shareholder
approval, with rights senior to those of the common stock;
no cumulative voting of shares;
calling a special meeting of the shareholders only upon demand by the holders of not
less than 30% of the shares entitled to vote at such a meeting;
amendments to our Restated Articles of Incorporation require the affirmative vote of
not less than two-thirds of the outstanding shares entitled to vote on the amendment,
unless the amendment was approved by a majority of our continuing directors, who are
defined as directors who have either served as a director since August 31, 1995, or were
nominated to be a director by the continuing directors;
special voting requirements for mergers and other business combinations, unless the
proposed transaction was approved by a majority of continuing directors;
special procedures to bring matters before our shareholders at our annual shareholders meeting; and
special procedures to nominate members for election to our board of directors.
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36
Bylaws, as amended through August 8, 2005 (1)
Offer Letter, dated May 16, 2005, between Cray Inc. and Brian C. Henry
Executive Severance Policy, as amended on August 8, 2005 (1)
Rule 13a-14(a) / 15d-14(a) Certification of Mr. Ungaro, Chief Executive Officer and President
Rule 13a-14(a) / 15d-14(a) Certification of Mr. Henry, Executive Vice President and Chief Financial and Accounting Officer
Certification pursuant to 18 U.S.C. Section 1350 by the Chief Executive Officer and President and the Chief Financial and Accounting Officer
(1)
Incorporated by reference to the Companys Current Report on Form 8-K, as filed with the
Commission on August 8, 2005.
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37
CRAY INC.
November 9, 2005
By:
/s/ PETER J. UNGARO
Peter J. Ungaro
Chief Executive Officer and President
/s/ BRIAN C. HENRY
Brian C. Henry
Chief Financial and Accounting Officer
Exhibit 10.1
[Cray Letterhead]
May 16, 2005
Dear Brian,
As Chief Executive Officer of Cray Inc., I am pleased to offer you employment with Cray as Executive Vice President and Chief Financial Officer. In your position you will report directly to me. As the senior financial officer in the company you will have responsibility for all accounting, financial reporting, tax and risk management tasks at Cray and be expected to work with other senior managers to take those steps necessary to return Cray to leadership. Peter Ungaro and I are certain that you are the right person to work as one of the top executives in the company to move Cray to the next level. There is little doubt that you'll make a valuable contribution to the Company's future success.
Your base salary will be $325,000. In addition, you will participate in the annual executive bonus plans as approved from time to time by the Board of Directors. Your target bonus will be 50%. Under the executive bonus plan, the actual bonus can vary from no bonus to 100% of your base. While this bonus is generally dependent upon corporate performance established by the Board and senior management, and you will participate in the establishment of goals for future periods, for 2005 50% of your targeted bonus (or $81,250) will be based on our accomplishing the following: a significant cost restructuring, rebuilding of the financial team and receipt of a clean Sarbanes opinion for 2005 filed with the Form 10-K.
In addition, we will pay you a sign-on bonus within 30 days after employment of $200,000. If you decide to leave Cray before 12 months, you will have to return a ratable portion of the sign-on bonus to Cray. That is, one-twelfth of the bonus is freed from any repayment obligation after each month of employment.
When you become an employee you will receive an option to purchase 500,000 shares of the Company's common stock. The exercise price will be the closing price of Cray shares on the first day of employment and the option will become exercisable as follows:
- 125,000 shares 90 days after employment;
- 125,000 shares 150 days after employment; and
- the balance on December 31, 2005.
Obviously, we all hope that the Company prospers, that the Company's stock reflects that success, and that the option shares become a valuable investment for you. In the future you will be considered for additional equity-based or other long-term compensation in a manner consistent with other Cray senior executives.
We have previously provided you a copy of the Cray Executive Severance Policy. Concurrently with your joining the company. If terminated other than for cause under this plan you will be provided severance of one year's base pay at that time plus your targeted bonus. Cray also has a policy covering change of control which provides for severance and option acceleration in the event of termination under those circumstances which you shall have the benefit of on terms consistent with the President.
Cray provides a variety of benefits including health and dental care, life insurance, a Section 125 Flexible Spending Plan, a 401 (k) Plan, a stock purchase plan, as well as paid holidays and sick leave. Your benefits will be the same as those of other Cray senior management, including me and the President. As an officer, your vacation will not have a limit and will not be accrued.
We consider the terms of this offer to be confidential except, of course, as required to be disclosed. Employment would commence on May 23, 2005.
I'm sure that you know how excited we are about the chance to work with you and while there clearly is a lot of work ahead, there should also be a lot of success and fun. To indicate your acceptance of this offer, please sign and return one copy of this letter to my confidential fax number, 206-701-2256.
Sincerely,
/s/ James E. Rottsolk James E. Rottsolk Chairman and Chief Executive Officer Accepted By: ___/s/ Brian C. Henry ________, this 16th day of May, 2005 Brian C. Henry |
EXHIBIT 31.1
Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Peter J. Ungaro, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Cray Inc.;
2. Based on my knowledge, this 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 report;
3. Based on my knowledge, the financial statements, and other financial information included in this 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 report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;
(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) evaluated the effectiveness of the registrant's disclosure controls and procedures, and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by the report based on such evaluation; and
(d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: November 9, 2005 /s/ PETER J. UNGARO ------------------------------------------- Peter J. Ungaro Chief Executive Officer and President |
EXHIBIT 31.2
Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Brian C. Henry, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Cray Inc.;
2. Based on my knowledge, this 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 report;
3. Based on my knowledge, the financial statements, and other financial information included in this 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 report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;
(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) evaluated the effectiveness of the registrant's disclosure controls and procedures, and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by the report based on such evaluation; and
(d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: November 9, 2005 /s/ BRIAN C. HENRY ------------------------------------------ Brian C. Henry Chief Financial and Accounting Officer |
EXHIBIT 32.1
Certificate pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
Pursuant to 18 U.S.C. Section 1350, as adopted to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officers of Cray Inc. (the "Company") hereby certify, to such officers' knowledge, that:
(i) the accompanying Quarterly Report on Form 10-Q of the Company for the period
ended September 30, 2005 (the "Report") fully complies with the requirements of
Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of
1934, as amended; and
(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: November 9, 2005 /s/ PETER J. UNGARO ------------------------------------------ Peter J. Ungaro Chief Executive Officer and President /s/ BRIAN C. HENRY ------------------------------------------ Brian C. Henry Chief Financial and Accounting Officer |
The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. Section 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.