UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-K/A
(Mark
One)
|
x
|
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
|
|
|
|
For
the fiscal year ended June 30, 2006
|
OR
|
¨
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
|
|
|
|
For
the transition period from _______________
to ________________
|
Commission
file number 1-9728
Epoch
Holding Corporation
(Exact
name of registrant as specified in its charter)
|
Delaware
(State
or other jurisdiction of
incorporation
or organization)
|
|
20-1938886
(I.R.S.
Employer
Identification
No.)
|
|
640
Fifth Avenue, New York, NY, 10019
(Address
of principal executive offices),
(Zip
Code)
|
||
|
Registrant's
telephone number, including area code: (212)
303-7200
|
||
Securities
registered pursuant to Section 12(b) of the Act:
|
Title of each
class
|
|
Name
of each exchange on
which
registered
|
|
Common
Stock, $0.01 Per Share Par Value
|
|
NASDAQ
Capital Market
|
Securities
registered pursuant to Section 12(g) of the Act:
None.
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 ý
No o
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§229.405
of this
chapter) 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. ý
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.
|
Large
accelerated filer
o
|
|
Accelerated
filer o
|
|
Non-accelerated
filer ý
|
Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes o No ý
As
of
December 31, 2005, the registrant’s most recently completed second fiscal
quarter, the aggregate market value of common equity held by nonaffiliates
of
the registrant was $44,707,521, computed by reference to the closing price
of
$5.90 on the NASDAQ Capital Market on December 31, 2005.
As
of
September 22, 2006, there were 19,671,932 shares of the registrant's common
stock, $.01 par value per share, issued and outstanding.
DOCUMENTS
INCORPORATED BY REFERENCE
Portions
of the following documents are incorporated herein by reference into the
Form 10-K as indicated:
|
Document
|
|
Part
of Form 10-K into
Which
Incorporated
|
|
Company's
Definitive Proxy Statement for the 2006 Annual Meeting of
Shareholders
|
|
Part III
|
EXPLANATORY
NOTE
Epoch
Holding Corp. is filing this Form 10-K/A solely to include certain exhibits
in
Part IV, Item 15(c) of this document that were inadvertently omitted during
transmission. No other information contained in the Form 10-K is amended
by this
form 10-K/A.
All
information contained in this Amendment is as of the original filing date
of the
Form 10-K for the fiscal year ended June 30, 2006 and does not reflect any
subsequent information or events other than as described above. We are not
required to update and have not updated the forward-looking statements
previously included in the Form 10-K for events or operations subsequent
to
September 28, 2006.
PART
IV
|
ITEM15.
|
|
EXHIBITS
AND FINANCIAL STATEMENT SCHEDULES
|
(c)
Exhibits
|
10.46
|
Form
of Restricted Stock Award.
|
|
10.47
|
Office
lease between 680 Fifth Avenue Associates, L.P. (Landlord) and
JNet
Enterprises, Inc. (Tenant) dated May 10, 2000.
|
|
10.48
|
Office
sub-lease between JNet Enterprises, Inc. (Sublandlord) and The
Game Show
Network (Subtenant) dated December 27, 2001.
|
SIGNATURES
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.
| Dated: September 29, 2006 | EPOCH HOLDING CORPORATION | |
| |
(Registrant) | |
| By: | /s/ William W. Priest | |
|
William
W. Priest
Chief
Executive Officer
|
||
Pursuant
to the requirements of 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.
|
Signature
|
Title
|
Date
|
|
|
/s/
Allan R. Tessler
|
Chairman
of the Board
|
September
29, 2006
|
|
|
Allan
R. Tessler
|
|||
|
/s/
William W. Priest
|
Chief
Executive Officer
|
September
29, 2006
|
|
|
William
W. Priest
|
(Principal
Executive Officer)
|
||
|
/s/
Adam Borak
|
Chief
Financial Officer
|
September
29, 2006
|
|
|
Adam
Borak
|
(Principal
Financial Officer)
|
||
|
/s/
Enrique R. Arzac
|
Director
|
September
29, 2006
|
|
|
Enrique
R. Arzac
|
|||
|
/s/
Jeffrey L. Berenson
|
Director
|
September
29, 2006
|
|
|
Jeffrey
L. Berenson
|
|||
|
/s/
Peter A. Flaherty
|
Director
|
September
29, 2006
|
|
|
Peter
A. Flaherty
|
|||
|
/s/
Eugene M. Freedman
|
Director
|
September
29, 2006
|
|
|
Eugene
M. Freedman
|
|||
|
/s/
David R. Markin
|
Director
|
September
29, 2006
|
|
|
David
R. Markin
|
2