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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-K/A
 (Amendment No. 1)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the fiscal year ended September 30, 2010
 or
 o
    
    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: 000-05663
 LIBERATOR MEDICAL HOLDINGS, INC.
  NEVADA
    
    87-0267292(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)
 2979 SE Gran Park Way, Stuart, Florida 34997  (Address of principal executive offices)
 (772) 287-2414  (Registrants telephone number, including area code)
   o þ
 o þ
 þ o
 o o
 þ
  Large accelerated filer o
    
    Accelerated filer  o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
 o þ
   DOCUMENTS INCORPORATED BY REFERENCE




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TABLE OF CONTENTS  PART IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPART IVItem 15. Exhibits and Financial Statement SchedulesSIGNATURESEX-31.1EX-31.2EX-32.1EX-32.2    Table of Contents  EXPLANATORY NOTE
    2




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PART III
 
 Item 10. Directors, Executive Officers and Corporate Governance
  Name
    
    Age
    
    Position(s) with the CompanyMark A. Libratore
    
    
    60
    
    
    Director, President, and Chief Executive OfficerRobert J. Davis
    
    
    64
    
    
    Chief Financial OfficerJohn Leger
    
    
    55
    
    
    Chief Operating OfficerRobert Cuillo
    
    
    75
    
    
    DirectorJeannette Corbett
    
    
    60
    
    
    DirectorMorgan Duke
    
    
    35
    
    
    DirectorTyler Wick
    
    
    40
    
    
    Director
   Mark A. Libratore
 Robert J. Davis
 John Leger
 Robert Cuillo
 3




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Jeannette Corbett
 Morgan Duke
 Tyler Wick
 Director Compensation
   DIRECTOR COMPENSATION
 Fees EarnedorPaid in Cash
    
    OptionName
    
    ($)
    
    Awards ($)
    
    Total ($)Mark A. Libratore (1)
    
    
    
    
    
    
    
    
    
    
    Joseph D. Farish, Jr. (2)
    
    $
    13,170
    
    
    $
    24,570
    
    
    $
    37,740Robert Cuillo
    
    $
    12,330
    
    
    $
    20,550
    
    
    $
    32,880Jeannette Corbett
    
    $
    9,830
    
    
    $
    13,220
    
    
    $
    23,050
 4




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Fees EarnedorPaid in Cash
    
    OptionName
    
    ($)
    
    Awards ($)
    
    Total ($)Morgan Duke (3)
    
    $
    5,250
    
    
    $
    6,220
    
    
    $
    11,470Tyler Wick (4)
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    Mr. Libratore is not compensated for his services as a director.(2)
    
    Mr. Farish was a Board member until his death on September 13, 2010.(3)
    
    At the direction of Mr. Duke his compensation is paid to Kinderhook Partners, L.P. See Item
12, Security Ownership of Certain Beneficial Owners and Management, footnote (10).(4)
    
    Tyler Wick succeeded Mr. Farish as a Board member on October 21, 2010. Board of Directors and Committees
 Leadership Structure and Risk Oversight
      5




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Director Meetings and Committees
   Nominations Process, Executive Compensation; Director Independence; Board Diversity
   Audit Committee
   6




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Compensation Committee
   Governance and Nominating Committee
 www.liberatormedical.com
  Board Diversity
   7




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Board Leadership Structure
  Compensation Committee Interlocks and Insider Participation
  Annual Meeting Attendance
  Communications with Directors
  
 Item 11. Executive Compensation
 Compensation Discussion and Analysis
 Overview
   8




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Goals
  
    
    to attract, motivate, and retain highly qualified executives;
    
    to reflect our Companys culture and approach to total rewards, which includes benefits, work
environment, and development opportunities;
    
    to reflect our philosophy of pay-for-performance;
    
    to provide a rational and consistent approach to compensation, which is understood by senior leadership;
    
    to align compensation to the interests of our Company as a whole and its stockholders; and
    
    to recognize corporate stewardship and fiscal responsibility.
 Code of Ethics
 www.liberatormedical.com
 Employment Agreements
  9




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Cause
 Disability
 Good Reason
 10




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SUMMARY COMPENSATION TABLE
  All OtherName
    
    
    
    
    
    
    
    
    
    
    
    
    
    Option
    
    Compensationand Principal Position
    
    Year
    
    Salary($)
    
    Bonus ($)
    
    Awards($)
    
    ($)(1)
    
    Total ($)Mark A. Libratore
    
    
    2010
    
    
    $
    317,000
    
    
    $
    190,480
    
    
    $
    22,520
    
    
    $
    42,700
    
    
    $
    572,700President and Chief
    
    
    2009
    
    
    $
    230,000
    
    
    $
    88,070
    
    
    $
    2,810
    
    
    $
    43,090
    
    
    $
    363,970Executive Officer
    
    
    2008
    
    
    $
    130,013
    
    
    $
    24,713
    
    
    $
    12,894
    
    
    $
    40,078
    
    
    $
    207,698Robert Davis
    
    
    2010
    
    
    $
    247,000
    
    
    $
    115,020
    
    
    $
    33,310
    
    
    $
    4,120
    
    
    $
    399,450Chief Financial Officer
    
    
    2009
    
    
    $
    166,920
    
    
    $
    56,870
    
    
    $
    9,680
    
    
    $
    5,650
    
    
    $
    239,1202008
    
    
    $
    92,497
    
    
    $
    19,951
    
    
    $
    15,892
    
    
    $
    2,458
    
    
    $
    130,798John Leger
    
    
    2010
    
    
    $
    179,000
    
    
    $
    117,510
    
    
    $
    25,250
    
    
    $
    5,770
    
    
    $
    327,530Chief Operating Officer
    
    
    2009
    
    
    $
    151,920
    
    
    $
    55,850
    
    
    $
    6,470
    
    
    $
    6,040
    
    
    $
    220,2802008
    
    
    $
    125,017
    
    
    $
    17,332
    
    
    $
    9,536
    
    
    $
    2,458
    
    
    $
    154,343
 
 (1)
    
    All Other Compensation includes expenses paid on behalf of the named
executive officers for health insurance, life insurance,
transportation and certain other personal expenses. Outstanding Equity Awards at 2010 Fiscal Year End
  11




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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
 Number of
    
    Number ofSecurities
    
    SecuritiesUnderlying
    
    UnderlyingUnexercised
    
    Unexercised
    
    Option
    
    OptionOptions (#)
    
    Options (#)
    
    Exercise
    
    ExpirationName
    
    Exercisable
    
    Unexercisable
    
    Price ($)
    
    DateMark A. Libratore
    
    
    100,000
    
    
    
    
    
    
    $
    0.825
    
    
    April 14, 201345,000
    
    
    
    45,000
    
    
    $
    1.10
    
    
    August 18, 2014Robert J. Davis
    
    
    100,000
    
    
    
    
    
    
    $
    0.75
    
    
    April 14, 201350,000
    
    
    
    50,000
    
    
    $
    0.60
    
    
    October 30, 201350,000
    
    
    
    50,000
    
    
    $
    1.00
    
    
    August 18, 2014John Leger
    
    
    60,000
    
    
    
    
    
    
    $
    0.75
    
    
    April 14, 201330,000
    
    
    
    30,000
    
    
    $
    0.60
    
    
    October 30, 201340,000
    
    
    
    40,000
    
    
    $
    1.00
    
    
    August 18, 2014
 
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
 Equity Compensation Plans
 2007 Stock Plan
     12




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Equity Compensation Plan Information
 Number of securities remainingavailable for future issuance underNumber of securities to be
    
    Weighted-average
    
    equity compensation plansissued upon exercise of
    
    exercise price of
    
    (excluding securities reflected inoutstanding options
    
    outstanding options
    
    column (a))Plan Category
    
    (a)
    
    (b)
    
    (c)2007 Employee Stock Incentive Plan
    
    
    1,655,000
    
    
    $
    0.92
    
    
    
    345,000
 Stock Repurchase Program
   Total Number of
    
    
    Approximate DollarTotal
    
    
    
    
    
    
    Shares Purchased as
    
    
    Value of Shares thatNumber of
    
    
    Average
    
    
    Part of Publicly
    
    
    May Yet BeShares
    
    
    Price Paid
    
    
    Announced Plans or
    
    
    Purchased Under thePurchased
    
    
    per Share
    
    
    Programs (2)
    
    
    Plans or Programs(2)October 131, 2009 (1)
    
    
    
    
    
    $
    November 130, 2009(1)
    
    
    4,000
    
    
    $
    2.26December 131, 2009 (1)
    
    
    
    
    
    $
    Total
    
    
    4,000
    
    
    $
    2.26
    
    
    
    89,600
    
    
    $
    0
 
 (1)
    
    In December 2008, we opened a separate money market account with an investment bank pursuant to which we
transferred $50,000 into the account, of which $9,055 was used to purchase 4,000 shares during the fiscal year
ended September 30, 2010. 13




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(2)
    
    As of September 30, 2010, 89,600 cumulative shares have been purchased under our stock repurchase program for
$49,634. The stock repurchase program ended on December 31, 2009, and no additional shares have been
authorized to be repurchased. Security Ownership of Certain Beneficial Owners and Management
  
    
    by each person known by us to be the beneficial owner of 5% or more of our common stock;
    
    by each of our directors and executive officers; and
    
    by all of our directors and executive officers as a group.
  Name and Address
    
    Number of Shares
    
    Percent5% Beneficial Owners:Millennium Partners, L.P.(1)
c/o Millennium Management LLC
666 Fifth Avenue, 8th Floor
New York, NY 10103
    
    
    8,838,202
    (2)
    
    
    16.12
    %Kinderhook Partners, L.P.
One Executive Drive, Suite 160
Fort Lee, NJ 07024
    
    
    4,679,167
    (3)
    
    
    8.53
    %Directors and Executive Officers:Mark A. Libratore
President and Chief Executive Officer and Director
    
    
    19,750,117
    (4)
    
    
    36.02
    %Robert Davis
Chief Financial Officer
    
    
    539,023
    (5)
    
    
    *John Leger, Vice President, Operations
    
    
    274,749
    (6)
    
    
    *Tyler Wick
    
    
    87,500
    (7)
    
    
    *Robert S. Cuillo
    
    
    25,000
    (8)
    
    
    *Jeannette Corbett
    
    
    25,000
    (9)
    
    
    *Morgan Duke
    
    
    0
    (10)
    
    
    0
    %All directors and executive officers as a group (7 persons)
    
    
    20,701,389
    (11)
    
    
    37.75
    %
 14




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*
    
    Less than one percent (1%).(1)
    
    Millennium Management LLC, a Delaware limited liability company (Millennium Management), is
the general partner of Millennium Partners, L.P., a Cayman Islands exempted limited partnership
(Millennium Partners), and may be deemed to have shared voting control and investment
discretion over securities owned by Millennium Partners. Millennium Management is also the
general partner of the 100% shareholder of ICS Opportunities, Ltd., and may be deemed to have
shared voting control and investment discretion over securities owned by ICS Opportunities,
Ltd. Millennium International Management, L.P., a Delaware limited liability partnership, is
the investment manager of ICS Opportunities, Ltd., and may be deemed to have shared voting
control and investment discretion over securities owned by ICS Opportunities, Ltd. Millennium
International Management GP LLC, a Delaware limited liability company, is the general partner
of Millennium International Management, and may also be deemed to have shared voting control
and investment discretion over securities owned by ICS Opportunities, Ltd. Israel A. Englander
is the managing partner of Millennium Management and Millennium International Management GP
LLC, and consequently may also be deemed to have shared voting control and investment
discretion over securities owned by Millennium Partners or ICS Opportunities, as the case may
be. The foregoing information is derived from the reporting persons as set forth in a Schedule
13D Amendment filed with the SEC on behalf of the reporting persons on October 19, 2010.(2)
    
    Represents as of January 11, 2011, an aggregate 7,899,079 shares owned beneficially by
Millennium Partners, L.P., 8,838,202 shares owned beneficially by Millennium Management LLC and
Israel Englander (See footnote (1), above), and 939,123 shares owned beneficially by Millennium
International Management GP LLC, Millennium International Management LP, and ICS Opportunities,
Ltd. Does not include 4,375,000 shares of our common stock issuable upon exercise of a warrant
held by Millennium Partners at an initial exercise price of $1.25 per share, subject to
adjustment, which has a term of three years. The number of shares of our common stock for
which such warrants can be exercised is limited pursuant to the terms of the warrants so that
number of shares of the common stock which will result in Millennium Partners, together with
its affiliates, having aggregate beneficial ownership of not more than 9.99% of our total
issued and outstanding common stock. Thus, as of January 11, 2011, Millennium Partners may be
deemed not to beneficially own any of the shares of common stock underlying its warrants
pursuant to Rule 13d-3 under the Securities Exchange Act of 1934.(3)
    
    In connection with the Kinderhook Partners, L.P.s (the Partnership) election of Mr. Morgan
Duke, an associate of the Partnership, to the Board of Directors of the Issuer, Kinderhook
Capital Management LLC (Kinderhook Capital), an affiliate of the Partnership, received an
option to purchase 50,000 shares of the Companys Common Stock at $1.55 per share, vesting
semi-annually over two years beginning on December 4, 2010. Shah Tushar Shah and Stephen J.
Clearman are the co-managing members of the Kinderhook GP, LLC (the General Partner)
responsible for making investment decisions with respect to the Partnership and, as a result,
Mr. Shah and Mr. Clearman may be deemed to control such entities. In addition, Mr. Shah and Mr.
Clearman are responsible for making investment decisions with respect to Kinderhook Capital.
Accordingly, Mr. Shah and Mr. Clearman may be deemed to have a beneficial interest in the
shares of Common Stock by virtue of their indirect control of the Partnerships, the General
Partners and Kinderhook Capitals power to vote and/or dispose of the shares of Common Stock.
Mr. Shah and Mr. Clearman each disclaims beneficial ownership of the shares of Common Stock
except to the extent of his respective pecuniary interest, if any, therein.(4)
    
    Includes 4,107,259 shares underlying options exercisable by Mr. Libratore within 60 days of
January 11, 2011. Does not include 78,750 shares underlying options that are not exercisable
within 60 days of January 11, 2011.(5)
    
    Includes 268,750 shares underlying options exercisable, and 6,000 shares underlying warrants
exercisable by Mr. Davis within 60 days of January 11, 2011. Does not include 106,250 shares
underlying options that are not exercisable within 60 days of January 11, 2011.(6)
    
    Includes 170,000 shares underlying options exercisable by Mr. Leger within 60 days of January
11, 2011. Does not include 50,000 shares underlying options that are not exercisable within 60
days of January 11, 2011.(7)
    
    Includes 12,500 shares underlying options exercisable by Mr. Wick within 60 days of January 11,
2011. Does not include 37,500 shares underlying options that are not exercisable within 60 days
of January 11, 2011.(8)
    
    Includes 25,000 shares underlying options exercisable by Mr. Cuillo within 60 days of January
11, 2011. Does not include 25,000 shares underlying options that are not exercisable within 60
days of January 11, 2011.(9)
    
    Includes 25,000 shares underlying options exercisable by Ms. Corbett within 60 days of January
11, 2011. Does not include 25,000 shares underlying options that are not exercisable within 60
days of January 11, 2011.(10)
    
    Mr. Duke is a director of the Company and is an associate at Kinderhook Partners, L.P.
(Kinderhook). Mr. Dukes appointment to the Board of Directors of the Company was made
pursuant to commitments of the Company and its 15




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principal shareholder and President, Mark
Libratore, to Kinderhook in connection with Kinderhooks purchase of common stock of the
Company on March 9, 2010. Pursuant to a Form 3 filed by Mr. Duke on June 11, 2010, Mr. Duke
disclaims beneficial ownership in any securities of the Company.(11)
    
    See Footnote Nos. (4) through (10) 
 Item 13. Certain Relationships and Related Transactions, and Director Independence
   SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
  16




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Item 14. Principal Accounting Fees and Services
  Berenfeld, Spritzer,Crowe Horwath, LLP
    
    
    Shechter, & Sheer, LLP2010
    
    
    2010
    
    
    2009Audit fees
    
    $
    82,125
    
    
    $
    34,825
    
    
    $
    103,175Audit related fees
    
    
    
    
    
    
    4,800
    
    
    
    1,225Tax fees
    
    
    
    
    
    
    4,975
    
    
    
    33,400All other fees
    
    
    
    
    
    
    
    
    
    
    Total Fees
    
    $
    82,125
    
    
    $
    44,600
    
    
    $
    137,800
  
 PART IV
 
 Item 15. Exhibits and Financial Statement Schedules
  Number
    
    Description31.1
    
    Section 302 Certificate of Chief Executive Officer (1)31.2
    
    Section 302 Certificate of Chief Financial Officer (1)32.1
    
    Section 906 Certificate of Chief Executive Officer (1)32.2
    
    Section 906 Certificate of Chief Financial Officer (1)
 
 (1)
    
    Filed herewith. 17




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SIGNATURES
  LIBERATOR MEDICAL HOLDINGS, INC.Dated: January 26, 2011
    By:

/s/ Mark A. LibratoreMark A. Libratore, President  Signature
    
    Title
    
    Date/s/ Mark A. Libratore
    
    President, Chief Executive Officer and Director
    
    January 26, 2011Mark A. Libratore
    
    (principal executive officer)/s/ Robert J. Davis
    
    Chief Financial Officer
    
    January 26, 2011Robert J. Davis
    
    (principal financial and accounting officer)/s/ Jeannette Corbett
    
    Director
    
    January 26, 2011Jeannette Corbett/s/ Robert Cuillo
    
    Director
    
    January 26, 2011Robert Cuillo/s/ Morgan Duke
    
    Director
    
    January 26, 2011Morgan Duke/s/ Tyler Wick
    
    Director
    
    January 26, 2011Tyler Wick
 18