UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
 
 ________________
 
 
 Form 10-K/A
 (Amendment No. 1)
 
 R
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2010or£
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from          to
 
 Commission file number: 1-13521
 
 ________________
 Logo
 Hypercom Corporation
 (Exact name of registrant as specified in its charter)
 
 Delaware
86-0828608(State or other jurisdiction of
(I.R.S. Employerincorporation or organization)
Identification No.)
 
 8888 East Raintree Drive, Suite 300,
 Scottsdale, Arizona  85260
 (Address of principal executive offices) (Zip Code)
 
 (480) 642-5000
 (Registrant’s telephone number, including area code)
 
 Securities registered pursuant to Section 12(b) of the Act:
 
 Title of Each Class

Name of Each Exchange on Which RegisteredCommon Stock, $.001 par value per share

New York Stock Exchange
 
 Securities registered pursuant to Section 12(g) of the Act:
 None
 
 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
 Yes £     No R
 
 Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
 Yes £     No R
 
 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 R     No £
 
 
 
 
 
 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.  R
 
 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.
 
 Large accelerated filer £     Accelerated filer R     Non-accelerated filer £     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 R
 
 As of June 30, 2010, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $212,113,740 based on the closing sale price as reported on the New York Stock Exchange. Shares held by executive officers, directors and persons owning directly or indirectly more than 10% of the outstanding common stock have been excluded from the preceding number because such persons may be deemed to be affiliates of the registrant. This determination of affiliate status is not necessarily a conclusive determination for other purposes.
 
 Class

Outstanding at March 7, 2011Common Stock, $.001 par value per share

56,377,663 shares
 
 DOCUMENTS INCORPORATED BY REFERENCE
 
 Document

Parts Into Which IncorporatedNotice and Proxy Statement for the 2011 Annual

Part III (Items 10, 11, 12, 13 and 14)Meeting of Stockholders (Proxy Statement)


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EXPLANATORY NOTE





This Amendment No. 1 on Form 10-K/A amends the Annual Report on Form 10-K of Hypercom Corporation for the fiscal year ended December 31, 2010 as originally filed with the Securities and Exchange Commission on March 10, 2011 (the “Original Filing”). This Form 10-K/A amends the Original Filing to correct two inadvertent typographical errors on the second cover page of the Original Filing related to (i) the aggregate market value of the registrant’s common stock held by non-affiliates, and (ii) the documents incorporated by reference. In addition, this Form 10-K/A amends Item 15 of Part IV of the Original Filing to include new certifications by our principal executive officer and principal financial officer under Section 302 of the Sarbanes-Oxley Act of 2002 as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended. Because this Form 10-K/A includes no financial statements, we are not including certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.




Except for the amendments described above, we have not modified or updated disclosures presented in the Original Filing in this Form 10-K/A. Accordingly, this Form 10-K/A does not reflect events occurring after the filing of the Original Filing or modify or update those disclosures affected by subsequent events. Information not affected by this amendment remains unchanged and reflects the disclosures made at the time the Original Filing was filed. Therefore, this Form 10-K/A should be read in conjunction with any documents incorporated by reference therein and our filings made with the Securities and Exchange Commission subsequent to the Original Filing.





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TABLE OF CONTENTS


Item No.
Caption
PagePART IV15.
Exhibits and Financial Statement Schedules
3Signatures
4Exhibit Index
5




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PART IV





Item 15. Exhibits and Financial Statement Schedules





a. The following documents are filed as part of this Annual Report on Form 10-K/A:
 
 (1) Audited Consolidated Financial Statements
 No financial statements are filed with this Annual Report on Form 10-K/A. These items were included as part of the original filing of our Annual Report on Form 10-K on March 10, 2011.
 
 (3) Exhibits
 See Exhibit Index on page 5 of this Annual Report on Form 10-K/A.
 
 b. See Item 15(a)(3) above.








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SIGNATURES





Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report to be signed on our behalf by the undersigned, thereunto duly authorized.





HYPERCOM CORPORATION





By: /s/ Philippe Tartavull


Philippe Tartavull


Chief Executive Officer and President





Date: March 11, 2011






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EXHIBIT INDEX
 Exhibit

Number

Description of Exhibit and Method of Filing31.1
—
Certification of Chief Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*31.2
—
Certification of Chief Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
 
 *
Filed herewith.