**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D.C. 20549**

 

**FORM 10-Q/A**

 
| **ý** | **QUARTERLY REPORT PURSUANT TO  SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |
|------------|----------------------------------------------------------------------------------------------|

 

**For thequarterly period ended June 30, 2002**

 

**or**

 
| o | **TRANSITION REPORT PURSUANT TO  SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |
|---|-----------------------------------------------------------------------------------------------|

 

**F****or the transition period from                    **** to                     **

 

**Commissionfile number 0-31807**

 

**SureBeamCorporation**

(Exact name of registrant as specified in its charter)

 
| **DELAWARE**                                                                        |   | **33-0921003**                         |
|-------------------------------------------------------------------------------------|--------|----------------------------------------|
| (State  or other jurisdiction of   incorporation or organization)                   |   | (I.R.S.  Employer  Identification No.) |
|                                                                                |   |                                   |
| **9276  Scranton Road, Suite 600**                                                  |
| **San  Diego, California 92121**                                                    |
| (Address  of principal executive offices, zip code)                                 |
|                                                                                |   |                                   |
| **(858) 795-6300**

(Registrant’s  telephone number, including area code) |
|                                                                                |
| ** **

(Former  address if changed since last report)                          |

 

 

Indicateby check mark whether the registrant (1) has filed all reports required tobe filed by Section 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject tosuch filing requirements for the past 90 days. Yes  ý       No  o

 

Thenumber of shares of registrant’s Class A common stock, $.001 par value,outstanding as of August 9, 2002, was 67,297,362.

 

Thenumber of shares of registrant’s Class B common stock, $.001 par value,outstanding as of August 9, 2002, was zero.

 

OnApril 9, 2002, SureBeam dismissed Arthur Andersen LLP as its independent publicaccountant and, on April 15, 2002, SureBeam appointed KPMG LLP as itsindependent public accountant.  KPMG LLPdid not complete its review of SureBeam’s financial statements for the quarterended March 31, 2002, prior to the deadline for filing SureBeam’s Form 10-Qcontaining such financial statements. Therefore, as permitted by the guidance issued by the Securities andExchange Commission in Release Nos. 33-8070/34-45590, SureBeam’s Form 10-Q forthe quarter ended March 31, 2002 was filed with financial statements which hadnot been reviewed by an independent public accountant according to Rule10-01(d) under the Securities Exchange Act of 1934, as amended.  The review of SureBeam’s financialstatements for the quarter ended March 31, 2002 has now been completed by KPMGLLP in conjunction with its review of SureBeam’s financial statements for thequarter and cumulative interim period ending June 30, 2002.

 

 

----

 

**SUREBEAMCORPORATION**

**FORM 10-Q/A**

**FOR THEQUARTER ENDED JUNE 30, 2002**

 

**INDEX**

 

| **PART II** | **OTHER INFORMATION**             |   |
|-------------|-----------------------------------|--------|
|        |                              |   |
| **ITEM 6.** | EXHIBITS  AND REPORTS ON FORM 8-K |

 

 

2

----

**Item 6.Exhibits and Reports on Form 8-K**

 
| (a) | Exhibits: |
|-----|-----------|

 
| 10.38* |   | Joint  Venture Agreement dated April 30, 2002 between RESAL Saudi Corp. and the  Company.                                                                                                                                                                                                                                                                             |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.39  |   | Senior  Secured Credit Agreement, dated as of August 2, 2002, between The Titan  Corporation, as the Lender, and the Company, as the Borrower.                                                                                                                                                                                                                        |
| 10.40* |   | Tax  Sharing and Disaffiliation Agreement dated as of August 2, 2002 between The  Titan Corporation and the Company.                                                                                                                                                                                                                                                  |
| 10.41* |   | Employee  Benefits Agreement dated as of August 2, 2002 between The Titan Corporation  and the Company.                                                                                                                                                                                                                                                               |
| 10.42* |   | Reimbursement  Agreement dated as of August 2, 2002 between The Titan Corporation and the  Company.                                                                                                                                                                                                                                                                   |
| 10.43* |   | Sub-sub-lease  Agreement dated as of August 2, 2002 between The Titan  Corporation, as Sublandlord, and the Company, as Subtenant, for  certain space located at 2640 Murray Street, Sioux City, Iowa.                                                                                                                                                                |
| 10.44* |   | Sublease  Agreement dated as of August 2, 2002 between The Titan Corporation, as  Sublandlord, and the Company, as Subtenant, for certain space located at 9300  Underwood Avenue, Omaha, Douglas County, Nebraska 68114.                                                                                                                                             |
| 10.45* |   | Sublease  Agreement dated as of August 2, 2002 between The Titan Corporation, as  Sublandlord, and the Company, as Subtenant, for certain space consisting of  approximately 133 square meters and located at King Fahed Road, North to King  Fahed Library, Olaya Area, Riyadh, Kingdom of Saudi Arabia, in the building  commonly known as Abraj Atta’awuneya. |
| 10.46* |   | Sub-sub-lease  Agreement dated as of August 2, 2002 between The Titan Corporation, as  Sublandlord, and the Company, as Subtenant, for certain space located at 6780  Sierra Court, Suite A, Dublin, CA.                                                                                                                                                              |
| 10.47* |   | Sublease  Agreement dated as of August 2, 2002 between The Titan Corporation, as  Sublandlord, and the Company, as Subtenant, for certain space located at 6780  Sierra Court, Suite R, Q, L and O, Dublin, CA.                                                                                                                                                       |
| 99.1*  |   | Periodic  Report Certification by Chief Executive Officer of Quarterly Report on Form  10-Q for the quarterly period ended June 30, 2002.                                                                                                                                                                                                                             |
| 99.2*  |   | Periodic  Report Certification by Chief Financial Officer of Quarterly Report on Form  10-Q for the quarterly period ended June 30, 2002.                                                                                                                                                                                                                             |

----

*              Previously filed with theCompany's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002, asfiled on August 14, 2002.

 
|   |                                                                                                                                                                                                                                                  |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (b)    | Reports  on Form 8-K:                                                                                                                                                                                                                            |
|   | (1)  Current report on Form 8-K dated April 9, 2002 to report a change  in Registrant’s certifying accountant from Arthur Andersen LLP to KPMG LLP,  to serve as the Company’s principal public accountants for fiscal year 2002. |
|   |                                                                                                                                                                                                                                                  |
|   | (2)  Current report on Form 8-K dated August 5, 2002 describing the  spin-off of Titan’s ownership interest in SureBeam to Titan’s shareholders.                                                                                  |

 

 

3

----

**SIGNATURES**

 

Pursuantto the requirements of the Securities Exchange Act of 1934, the Registrant hasduly caused this report to be signed on its behalf by the undersigned,thereunto duly authorized.

 
| Dated: January 27, 2002 |                 |                                     |
|-------------------------|----------------------|------------------------------------------|
|                    |                 |                                     |
|                    |                 |                                     |
|                    | SUREBEAM CORPORATION |
|                    |                 |                                     |
|                    |                 |                                     |
|                    | By:                  | /s/ Lawrence A.  Oberkfell               |
|                    |                 | Lawrence A. Oberkfell                    |
|                    |                 | *President  and Chief Executive Officer* |
|                    |                 |                                     |
|                    |                 |                                     |
|                    | By:                  | /s/ David A. Rane                        |
|                    |                 | David A. Rane                            |
|                    |                 | *Senior  Vice President,*                |
|                    |                 | *Chief  Financial Officer*               |
|                    |                 | *(Principal  Accounting Officer)*        |

 

4

----