Tableof Contents

** **

 

** **

**UNITEDSTATES**

**SECURITIESAND EXCHANGE COMMISSION**

**Washington, D. C. 20549**

 

**FORM 10-K/A**

 

**AMENDMENT No. 1**

 

**ANNUALREPORT PURSUANT TO SECTION 13 OR 15(d) OF**

**THE SECURITIESEXCHANGE ACT OF 1934**

 

**For the Fiscal Year Ended March 31, 2008**

**Commission File Number 0-146-02**

 

**CYANOTECHCORPORATION**

(Exact name of registrant as specified in itscharter)

 

| **Nevada**                                            | ** ** | **91-1206026**      |
|-------------------------------------------------------|------------|---------------------|
| (State or other jurisdiction of                       |       | (I. R. S. Employer  |
| incorporation or organization)                        |       | Identification No.) |
| ** **                                            | ** ** | ** **          |
| **73-4460 Queen Kaahumanu Highway,  Suite 102,** | ** ** | ** **          |
| **Kailua-Kona, Hawaii**                               | ** ** | **96740**           |
| (Address of principal executive offices)              |       | (Zip Code)          |

 

Registrant’s telephone number, including areacode:  **(808)326-1353**

 

| Securities registered pursuant to  Section 12(b) of the Act: |       | Name of each exchange on which registered: |
|------------------------------------------------------------------------|------------|--------------------------------------------|
| **None**                                                               | ** ** | **NASDAQ Capital Market**                  |

 

Securities registered pursuant to Section 12(g) ofthe Act:

 

**Common Stock, $.02 par value**

(Title of Class)

 

Indicate by check mark if the registrant is a well-known seasonedissuer, as defined in Rule 405 of the Securities Act.     ̈ Yes    xNo

 

Indicate by check mark if the registrant is not required to filereports pursuant to Section 13 or Section 15(d) of the Act.     ̈ Yes    xNo

 

Indicate by check mark whether the registrant (1) has filed allreports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter periodthat the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days.    xYes     ̈No

 

Indicate by check mark if disclosure of delinquent filers pursuant toItem 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 definitiveproxy or information statements incorporated by reference in Part III ofthis Form 10-K/A or any amendment to this Form l0-K/A.    x

 

Indicate by check mark whether the registrant is a large acceleratedfiler, an accelerated filer, or a non-accelerated filer. See definition of “acceleratedfiler and large accelerated filer” in Rule 12b-2 of the Exchange Act.(Check one):

 

| Large accelerated filer o |   | Accelerated filer o |   | Non-accelerated filer  ̈ |   | Smaller Reporting Company x |
|---------------------------|--------|---------------------|--------|------------------------------|--------|-----------------------------|

 

Indicated by check mark whether the registrant is a shell company (asdefined in Rule 12b-2 of the Act). o Yes xNo

 

The aggregate market value of the Registrant’s Common Stock held bynon-affiliates of the Registrant on June 23, 2008 was approximately$7,631,000 based on the closing sale price of the Common Stock on the NASDAQCapital Market on that date.

 

Number of shares outstanding of Registrant’s Common Stock at June 26,2008 was 5,242,270.

 

**DOCUMENTS INCORPORATED BY REFERENCE**

None.

 

 

 

----

Tableof Contents

 

**CYANOTECH CORPORATION**

 

**TABLE OF CONTENTS**

 
| ** **                                                      | ** **                                                                                                                                                                                   | **Page** |
|-----------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------|
|                                                            |                                                                                                                                                                                         |     |
| Explanatory  Note                                               | 3                                                                                                                                                                                            |
|                                                            |                                                                                                                                                                                         |     |
| **PART II**                                                |                                                                                                                                                                                         |
|                                                            |                                                                                                                                                                                         |
| **REPORT OF INDEPENDENT  REGISTERED PUBLIC ACCOUNTING FIRM**    |                                                                                                                                                                                         |
|                                                            |                                                                                                                                                                                         |     |
| Item 8: Report of Independent Registered Public Accounting Firm | 4                                                                                                                                                                                            |
|                                                            |                                                                                                                                                                                         |     |
| **PART IV**                                                |                                                                                                                                                                                         |
|                                                            |                                                                                                                                                                                         |     |
| ITEM 15:                                                        | Exhibits and Financial  Statement Schedules                                                                                                                                                  |     |
|                                                            |                                                                                                                                                                                         |     |
| Report of Independent Registered Public Accounting Firm         | 5                                                                                                                                                                                            |
|                                                            |                                                                                                                                                                                         |     |
| Signatures                                                      | 6                                                                                                                                                                                            |
|                                                            |                                                                                                                                                                                         |     |
| Exhibits:                                                       |                                                                                                                                                                                         |     |
|                                                            |                                                                                                                                                                                         |     |
| Exhibit 23.1                                               | Consent of Independent Registered Public Accounting Firm                                                                                                                                     |     |
| Exhibit 31.1                                               | Certifications  of Chief Executive Officer Pursuant To 18 U.S.C. Section 1350, As  Adopted Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002                               |     |
| Exhibit 31.2                                               | Certifications of Chief Financial Officer Pursuant To 18 U.S.C.  Section 1350, As Adopted Pursuant To Section 302 of the  Sarbanes-Oxley Act of 2002                               |     |
| Exhibit 31.3                                               | Certifications of Executive Vice President and Chief Scientific  Officer Pursuant To 18 U.S.C. Section  350, As Adopted Pursuant To  Section 302 of the Sarbanes-Oxley Act of 2002 |     |
| Exhibit 32.1                                               | Certifications of Chief Executive Officer Pursuant To 18 U.S.C.  Section 1350, As Adopted Pursuant To Section 906 of the  Sarbanes-Oxley Act of 2002                               |     |
| Exhibit 32.2                                               | Certifications of Chief Financial Officer Pursuant To 18 U.S.C.  Section 1350, As Adopted Pursuant To Section 906 of the  Sarbanes-Oxley Act of 2002                               |     |
| Exhibit 32.3                                               | Certifications of Executive Vice President and Chief Scientific  Officer Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To  Section 906 of the Sarbanes Oxley Act of 2002 |     |

 

2

----

Table of Contents

 

**ExplanatoryNote**

 

Cyanotech Corporation is filing this Amendment No. 1 to its AnnualReport on Form 10-K for the year ended March 31, 2008, previouslyfiled on June 26, 2008:  (a) toadd the conformed signature to the Report of Independent Registered AccountingFirm inadvertently omitted in Part II, Item 8; (b) to add theconformed signature to the Report of Independent Registered Public AccountingFirm inadvertently omitted in Part IV, Item 15; and (c) to add theconformed signature to Exhibit 23.1, Consent of Independent RegisteredPublic Accounting Firm which was also inadvertently omitted.  In addition, the third line in theintroductory clause of paragraph 4, omitted by inadvertent error, in Exhibits31.1, 31.2 and 31.3 has been added to each of those refiled exhibits.  The certifications required by Rule 13a-14(a) ofthe Securities Exchange Act of 1934 and 18 U.S.C. Section 1350 areincluded herein as Exhibits 32.1, 32.2 and 32.3.  Except for the foregoing items, theinformation herein continues to describe conditions as of the filing of the Form 10-Kon June 26, 2008.

 

3

----

Table of Contents

 

**Part II**

 

**Item 8.****                                   FinancialStatements and Supplementary Data**

 

**Report ofIndependent Registered Public Accounting Firm**

 

The Board of Directors and Stockholders

Cyanotech Corporation:

 

We have audited the accompanying consolidated balance sheets ofCyanotech Corporation and subsidiaries (the Company) as of March 31, 2008and 2007, and the related consolidated statements of operations, stockholders’equity and comprehensive income (loss), and cash flows for each of the years inthe three-year period ended March 31, 2008.  These consolidated financial statements arethe responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidatedfinancial statements based on our audits.

 

We conducted our audits in accordance with the standards of the PublicCompany Accounting Oversight Board (United States).  Those standards require that we plan andperform the audit to obtain reasonable assurance about whether the financialstatements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting theamounts and disclosures in the financial statements.  An audit also includes assessing theaccounting principles used and significant estimates made by management, aswell as evaluating the overall financial statement presentation.  We believe that our audits provide areasonable basis for our opinion.

 

In our opinion, the consolidated financial statements referred to abovepresent fairly, in all material respects, the financial position of Cyanotechcorporation and subsidiaries as of March 31, 2008 and 2007, and theresults of their operations and their cash flows for each of the years in thethree-year period ended March 31, 2008, in conformity with U.S. generallyaccepted accounting principles.

 

 
| /s/ KPMG LLP |   |
|--------------|--------|

KPMG LLP

Honolulu, Hawaii

June 26, 2008

 

4

----

Table of Contents

 

**Part IV**

 

**Item 15.         Exhibits and Financial StatementSchedules**

 

**Report ofIndependent Registered Public Accounting Firm**

 

The Board of Directors and Stockholders

Cyanotech Corporation:

 

Under date of June 26, 2008, we reported on the consolidatedbalance sheets of Cyanotech Corporation and subsidiaries (the Company) as of March 31,2008 and 2007, and the related consolidated statements of operations, stockholders’equity and comprehensive income (loss), and cash flows for each of the years inthe three-year period ended March 31, 2008.  These consolidated financial statements andour report thereon are included in the Company’s annual report on Form 10-Kfor the year 2008.  In connection withour audits of the aforementioned consolidated financial statements, we alsoaudited the related financial statement as listed in Item 15(a)(2).  The financial statement schedule is theresponsibility of the Company’s management. Our responsibility is to express an opinion on the financial statementschedule based on our audits.

 

In our opinion, such financial statement schedule, when considered inrelation to the basic consolidated financial statements taken as a whole,presents fairly, in all material respects, the information set forth therein.

 

 
| /s/ KPMG LLP |   |
|--------------|--------|

KPMG LLP

Honolulu, Hawaii

June 26, 2008

 

5

----

Table of Contents

 

**SIGNATURE**

 

Pursuantto the requirements of the Section 13 or 15(d) of the SecuritiesExchange Act of 1934, the registrant has duly caused this report to be signedon its behalf by the undersigned, thereunto duly authorized, on the 30th day ofSeptember, 2008.

 
|   | **CYANOTECH CORPORATION** |
|--------|---------------------------|
|   | By:                       | /s/  William R. Maris |
|   |                      | William  R. Maris |
|   |                      | Vice  President - Finance and Administration and |
|   |                      |    Chief  Financial Officer |

 

6

----