**UNITEDSTATES**

**SECURITIESAND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

 

**FORM 10-K/A**

 

**AmendmentNo. 1**

** **

**x****        ****ANNUAL REPORT PURSUANT TOSECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

** **

**For thefiscal year ended December 31, 2009**

** **

**OR**

** **

**o****          ****TRANSITION REPORT PURSUANT TOSECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

** **

**For thetransition period from N/A to N/A**

 

**Commissionfile number: 0-10961**

 

**CardioNet, Inc.**

(Exact name ofregistrant as specified in its charter)

 

| **DELAWARE**  (State or other jurisdiction of  incorporation or organization)                    | ** ** | **94-2573850**  (I.R.S. Employer  Identification No.) |
|--------------------------------------------------------------------------------------------------|------------|-------------------------------------------------------|
| ** **                                                                                       | ** ** | ** **                                            |
| **227  Washington Street  Conshohocken, Pennsylvania**  (Address of principal executive offices) | ** ** | **19428**  (Zip Code)                                 |

 

**(610) 729-7000**

(Registrant’stelephone number, including area code)

 

**NotApplicable**

(Former name,former address and former fiscal year, if changed since last report)

 

Securities registeredpursuant to Section 12(b) of the Act:

 

| **Title  of Each Class**        | ** ** | **Name of  Each Exchange on Which Registered** |
|---------------------------------|------------|------------------------------------------------|
| Common Stock, $0.001 par  value |       | NASDAQ                                         |

 

Securities registeredpursuant to Section 12(g) of the Act: **None**

 

Indicate by check mark ifthe registrant is a well-known seasoned issuer, as defined in Rule 405 ofthe Securities Act. Yes o  No x

 

Indicate by check markwhether the registrant has submitted electronically and posted on its corporateWeb site, if any, every Interactive Data File required to be submitted andposted pursuant to Rule 405 of Regulation S-T (§ 229.405 of thischapter) during the preceding 12 months (or for such shorter period thatthe registrant was required to submit and post such files). Yes o  No o

 

Indicate by check mark ifthe registrant is not required to file reports pursuant to Section 13 orSection 15(d) of the Exchange Act. Yes o  No x

 

Indicate by check markwhether the registrant (1) has filed all reports required to be filed bySection 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant wasrequired to file such reports), and (2) has been subject to such filingrequirements for the past 90 days. Yes x  No o

 

Indicate by check mark ifdisclosure of delinquent filers pursuant to Item 405 ofRegulation S-K is not contained herein, and will not be contained, to thebest of registrant’s knowledge, in definitive proxy or information statementsincorporated by reference in Part III of this Form 10-K or anyamendment to this Form 10-K. o

 

Indicate by check markwhether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or a smaller reporting company. See the definitions of “largeaccelerated filer,” “accelerated filer,” and “smaller reporting company” inRule 12b-2 of the Exchange Act. (Check one):

 

| Large accelerated  filer o                                             |   | Accelerated filer x          |
|-----------------------------------------------------------------------------|--------|-----------------------------------|
|                                                                        |   |                              |
| Non-accelerated  filer o(Do not check if a  smaller reporting company) |   | Smaller reporting  company o |

 

Indicate by check markwhether the registrant is a shell company (as defined in Rule 12b-2 of theExchange Act). Yes o No x

 

The aggregate market valueof the registrant’s common stock held by non-affiliates of the registrant was$281,484,749 based on the closing sale price at which the common stock was lastsold on June 30, 2009, the last business day of the registrant’s mostrecently completed second fiscal quarter.

 

As of September 20,2010, 24,132,512 shares of the registrant’s common stock were outstanding.

 

DOCUMENTSINCORPORATED BY REFERENCE

 

Certain informationcontained in the registrant’s definitive Proxy Statement for the 2010 annualmeeting of stockholders is incorporated by reference into Part III of thisForm 10-K.

 

 

 

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*Explanatory Note*

 

Weoriginally filed our Form 10-K for the year ended December 31, 2009on February 23, 2010 (the “2009 10-K”).  We are filing thisAmendment No. 1 to the 2009 10-K (this “Amendment”) solely for the purposeof filing a revised consent of our Ernst & Young LLP, our independentregistered public accounting firm, to include the conformed signature of suchfirm, which, though we had received it from such firm at the time of theoriginal filing, was inadvertently omitted in the original filing.

 

Noother changes to our 2009 10-K are affected by this filing other thancertifications of our principal executive officer and principal financialofficer, which are being filed with this Amendment.

 

**Item 15.  Exhibitsand Financial Statement Schedules**

 

(a)                                 The followingfinancial statements, schedules and exhibits are filed as part of this report:

 

1.*                       **FinancialStatements*—The Financial Statements required by this item arelisted on the Index to Financial Statements in Part II, Item 8of this report.

 

2.*                       **FinancialStatement Schedules*—

 

·                  Schedule II—Valuationand Qualifying Accounts and Reserves; and

 

·                  Other financial statementschedules are not included because they are not required or the information isotherwise shown in the financial statements or notes thereto.

 

3.*                       **Exhibits*—The exhibitslisted on the accompanying Exhibit Index are filed as part of, or areincorporated by reference into, this report.

 

(b)                                 SeeItem 15(a)(3) above.

 

(c)                                  SeeItem 15(a)(2) above.

 

2

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**SCHEDULE II**

 
| ** **                          | ** ** | **Beginning  Balance** | ** ** | **Additions  Charged  To  Expense** | ** ** | **Additional  Reserve  From  PDSHeart  Acquisition** | ** ** | **Deductions  From  Reserve** | ** ** | **Ending  Balance** | ** ** |
|-------------------------------------|------------|------------------------|------------|-------------------------------------|------------|------------------------------------------------------|------------|-------------------------------|------------|---------------------|------------|
| **Allowance for Doubtful Accounts** |       |                   |       |                                |       |                                                 |       |                          |       |                |       |
| Year  ended December 31, 2009  |       | 14,426                 |       | 19,982                              |       | —                                               |       | (12,012                       | )          | 22,396              |       |
| Year  ended December 31, 2008  |       | 7,909                  |       | 13,253                              |       | —                                               |       | (6,736                        | )          | 14,426              |       |
| Year  ended December 31, 2007  |       | 6,263                  |       | 8,077                               |       | 2,500                                                |       | (8,931                        | )          | 7,909               |       |

 

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**EXHIBIT INDEX**

 
| **Exhibit  Number** | ** ** | **Description**                                                                                                                                                                                                                                                                                                                                                                             |
|---------------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **          | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                  |
|   3.1%    |       | Amended and Restated  Certificate of Incorporation (Incorporated by reference to the Registrant’s  registration statement on Form S-1 and amendments thereto (File  No. 33-145547)).                                                                                                                                                                                         |
|                |       |                                                                                                                                                                                                                                                                                                                                                                                        |
|   3.2%    |       | Amended and Restated  Bylaws (Incorporated by reference to the Registrant’s registration statement  on Form S-1 and amendments thereto (File No. 33-145547)).                                                                                                                                                                                                                |
|                |       |                                                                                                                                                                                                                                                                                                                                                                                        |
|   4.2%    |       | Form of Common Stock  Certificate (Incorporated by reference to the Registrant’s registration  statement on Form S-1 and amendments thereto (File No. 33-145547)).                                                                                                                                                                                                      |
|                |       |                                                                                                                                                                                                                                                                                                                                                                                        |
|   4.2%    |       | Warrant issued by  Registrant on August 9, 2000 to Silicon Valley Bank (Incorporated by  reference to the Registrant’s registration statement on Form S-1 and  amendments thereto (File No. 33-145547)).                                                                                                                                                                |
|                |       |                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.1%               |       | Form of Indemnity  Agreement (Incorporated by reference to the Registrant’s registration  statement on Form S-1 and amendments thereto (File No. 33-145547)).                                                                                                                                                                                                           |
|                |       |                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.2(1)%            |       | 2003 Equity Incentive Plan  and Form of Stock Option Agreement thereunder (Incorporated by reference  to the Registrant’s registration statement on Form S-1 and amendments  thereto (File No. 33-145547)).                                                                                                                                                             |
|                |       |                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.3(1)%            |       | 2008 Equity Incentive Plan  and Form of Stock Option Agreement thereunder (Incorporated by reference  to the Registrant’s registration statement on Form S-1 and amendments  thereto (File No. 33-145547)).                                                                                                                                                             |
|                |       |                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.4(1)%            |       | 2008 Equity Incentive Plan  and Form of Stock Option Agreement thereunder (Incorporated by reference  to the Registrant’s registration statement on Form S-1 and amendments  thereto (File No. 33-145547)).                                                                                                                                                             |
|                |       |                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.5(1)%            |       | 2008 Non-Employee  Directors’ Stock Option Plan and Form of Stock Option Agreement  thereunder (Incorporated by reference to the Registrant’s registration  statement on Form S-1 and amendments thereto (File No. 33-145547)).                                                                                                                                    |
|                |       |                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.6(1)%            |       | 2008 Employee Stock  Purchase Plan and Form of Offering Document thereunder (Incorporated by  reference to the Registrant’s registration statement on Form S-1 and  amendments thereto (File No. 33-145547)).                                                                                                                                                           |
|                |       |                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.7(1)%            |       | Forms of Employee  Innovations and Proprietary Rights Assignment Agreement (Incorporated by  reference to the Registrant’s registration statement on Form S-1 and  amendments thereto (File No. 33-145547)).                                                                                                                                                                 |
|                |       |                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.8%               |       | Second Amended and  Restated Investors Rights Agreement dated March 18, 2004 among the  Registrant and certain of its stockholders, as amended on March 8, 2007  (Incorporated by reference to the Registrant’s registration statement on  Form S-1 and amendments thereto (File No. 33-145547)).                                                                  |
|                |       |                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.9%               |       | Registration Rights  Agreement dated March 8, 2007 among the Registrant and certain of its  stockholders (Incorporated by reference to the Registrant’s registration  statement on Form S-1 and amendments thereto (File No. 33-145547)).                                                                                                                               |
|                |       |                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.10%              |       | Office Lease dated  February 6, 2004 between the Registrant and Executive One Associates, as  amended (Incorporated by reference to the Registrant’s registration statement  on Form S-1 and amendments thereto (File No. 33-145547)).                                                                                                                                  |
|                |       |                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.11%              |       | Office Space Lease dated  May 30, 2003 between the Registrant and Washington Street Associates  II, L.P., as amended (Incorporated by reference to the Registrant’s  registration statement on Form S-1 and amendments thereto (File  No. 33-145547)).                                                                                                             |
|                |       |                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.12%              |       | Lease Agreement dated  September 21, 2006 between the Registrant’s wholly-owned subsidiary,  PDSHeart, Inc. and HI/OCC, Inc (Incorporated by reference to the  Registrant’s registration statement on Form S-1 and amendments thereto  (File No. 33-145547)).                                                                                            |
|                |       |                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.13%              |       | Lease Agreement dated  November 14, 2001 between the Registrant’s indirect wholly-owned  subsidiary, Physician Diagnostic Services, LLC, and Navarro  Lowrey, L.P.—Centrepark Plaza I Partners Series, as amended  (Incorporated by reference to the Registrant’s registration statement on  Form S-1 and amendments thereto (File No. 33-145547)). |
|                |       |                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.14%              |       | Lease Agreement dated  November 18, 2002 between the Registrant’s indirect wholly-owned  subsidiary, Physician Diagnostic Services, LLC, and Navarro  Lowrey, L.P.—Centrepark Plaza I Partners Series, as amended  (Incorporated by reference to the Registrant’s registration statement on  Form S-1 and amendments thereto (File No. 33-145547)). |
|                |       |                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.15%              |       | Standard Commercial Lease  Agreement dated April 13, 2002 among the Registrant’s wholly-owned  subsidiary, PDSHeart, Inc., Travis Collins, David Wiedman and La Vista  Associates, Inc., as amended (Incorporated by reference to the  Registrant’s registration statement on Form S-1 and amendments thereto  (File No. 33-145547)).                    |

 

4

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| **Exhibit  Number** | ** ** | **Description**                                                                                                                                                                                                                                                                                                                                     |
|---------------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **          | ** ** | ** **                                                                                                                                                                                                                                                                                                                                          |
| 10.16†%        |       | Communications Voice and  Data Services Provider Agreement dated May 12, 2003 between the  Registrant and nPhase, Incorporated, as amended (Incorporated by  reference to the Registrant’s registration statement on Form S-1 and  amendments thereto (File No. 33-145547)).                                               |
|                |       |                                                                                                                                                                                                                                                                                                                                                |
| 10.17†%        |       | Amendment No. 6 dated  June 26, 2008 to Communications Voice and Data Services Provider Agreement  dated May 12, 2003 between the Company and nPhase, Incorporated, as  amended (Incorporated by reference to the Registrant’s registration statement  on Form S-1 and amendments thereto (File No. 33-145547)). |
|                |       |                                                                                                                                                                                                                                                                                                                                                |
| 10.18†%        |       | Purchase Agreement dated  September 14, 2001 between the Registrant and Varian, Inc. (a  wholly-owned subsidiary of Jabil Circuit, Inc.) (Incorporated by  reference to the Registrant’s registration statement on Form S-1 and  amendments thereto (File No. 33-145547)).                                            |
|                |       |                                                                                                                                                                                                                                                                                                                                                |
| 10.19†%        |       | Consignment Inventory  Agreement dated September 13, 2004 between the Registrant and  Varian, Inc. (a wholly-owned subsidiary of Jabil Circuit, Inc.)  (Incorporated by reference to the Registrant’s registration statement on  Form S-1 and amendments thereto (File No. 33-145547)).                               |
|                |       |                                                                                                                                                                                                                                                                                                                                                |
| 10.20%              |       | Form of Letter  Agreement between the Company and the stockholders selling shares of the  Registrant’s common stock in the initial public offering (Incorporated by  reference to the Registrant’s registration statement on Form S-1 and  amendments thereto (File No. 33-145547)).                                       |
|                |       |                                                                                                                                                                                                                                                                                                                                                |
| 10.21%              |       | Indemnification Agreement  between the Company and Randy H. Thurman, relating to service on the  Board of Directors, effective July 11, 2008 (Incorporated by reference  to Exhibit 10.3 to the Registrant’s Form 10-Q filed  November 7, 2008).                                                                      |
|                |       |                                                                                                                                                                                                                                                                                                                                                |
| 10.22%              |       | Indemnification Agreement  of Ronald A. Ahrens, relating to service on the Board of Directors,  effective August 19, 2008 (Incorporated by reference to  Exhibit 10.5 to the Registrant’s Form 10-Q filed November 7,  2008).                                                                                         |
|                |       |                                                                                                                                                                                                                                                                                                                                                |
| 10.23%              |       | Indemnification Agreement  of Kirk E. Gorman, relating to service on the Board of Directors,  effective August 19, 2008 (Incorporated by reference to  Exhibit 10.6 to the Registrant’s Form 10-Q filed November 7,  2008).                                                                                           |
|                |       |                                                                                                                                                                                                                                                                                                                                                |
| 10.24(1)%           |       | Letter Agreement, between  the Registrant and Randy H. Thurman, dated July 7, 2008  (Incorporated by reference to Exhibit 99.2 to the Registrant’s  Form 8-K filed July 11, 2008).                                                                                                                                    |
|                |       |                                                                                                                                                                                                                                                                                                                                                |
| 10.25(1)%           |       | Separation Agreement  between the Registrant and James M. Sweeney, dated July 14, 2008  (Incorporated by reference to Exhibit 99.1 to the Registrant’s  Form 8-K filed July 18, 2008).                                                                                                                                |
|                |       |                                                                                                                                                                                                                                                                                                                                                |
| 10.26(1)%           |       | CardioNet, Inc.  Management Incentive Plan (Incorporated by reference to Exhibit 10.1 to  the Registrant’s Form 8-K filed October 28, 2008).                                                                                                                                                                               |
|                |       |                                                                                                                                                                                                                                                                                                                                                |
| 10.27(1)%           |       | CardioNet, Inc. Long  Term Incentive Plan (Incorporated by reference to Exhibit 10.2 to the  Registrant’s Form 8-K filed October 28, 2008).                                                                                                                                                                                |
|                |       |                                                                                                                                                                                                                                                                                                                                                |
| 10.28(1)%           |       | Release and Waiver of  Claims, dated January 25, 2009, by Arie Cohen. (Incorporated by  reference to Exhibit 99.2 to the Registrant’s Form 8-K filed  January 28, 2009).                                                                                                                                                   |
|                |       |                                                                                                                                                                                                                                                                                                                                                |
| 10.29(1)%           |       | Compensation Program for  Non-Employee Directors. (Incorporated by reference to Exhibit 99.5 to  the Registrant’s Form 8-K filed January 28, 2009).                                                                                                                                                                             |
|                |       |                                                                                                                                                                                                                                                                                                                                                |
| 10.30%              |       | Building Lease Agreement  dated September 30, 2009, between the Registrant and EastGroup  Properties, L.P. (Incorporated by reference to Exhibit 10.5 to the  Registrant’s Form 10-Q filed November 6, 2009).                                                                                                         |
|                |       |                                                                                                                                                                                                                                                                                                                                                |
| 10.31(1)%           |       | Employment Agreement,  dated as of November 14, 2008, by and between the Registrant and  Martin P. Galvan. (Incorporated by reference to Exhibit 10.36 to  the Registrant’s Form 10-K filed March 3, 2009).                                                                                                           |
|                |       |                                                                                                                                                                                                                                                                                                                                                |
| 10.32(1)%           |       | Employment Agreement,  dated as of November 14, 2008, by and between the Registrant and  John F. Imperato. (Incorporated by reference to Exhibit 10.37 to  the Registrant’s Form 10-K filed March 3, 2009).                                                                                                           |
|                |       |                                                                                                                                                                                                                                                                                                                                                |
| 10.33(1)%           |       | Employment Agreement,  dated as of November 14, 2008, by and among the Registrant and  Manny S. Gerolamo. (Incorporated by reference to Exhibit 99.1 to  the Registrant’s Form 8-K filed January 13, 2009).                                                                                                           |
|                |       |                                                                                                                                                                                                                                                                                                                                                |
| 10.34(1)%           |       | Employment Agreement,  dated as of November 14, 2008, by and among the Registrant and Arie  Cohen. (Incorporated by reference to Exhibit 99.3 to the Registrant’s  Form 8-K filed January 28, 2009).                                                                                                                       |
|                |       |                                                                                                                                                                                                                                                                                                                                                |
| 10.35(1)%           |       | Employment Agreement,  dated as of October 19, 2009, by and among the Registrant and Anna  McNamara.                                                                                                                                                                                                                                           |
|                |       |                                                                                                                                                                                                                                                                                                                                                |
| 10.36(1)%           |       | Employment Agreement,  dated as of January 28, 2010, by and among the Registrant and Heather  Getz.                                                                                                                                                                                                                                            |
|                |       |                                                                                                                                                                                                                                                                                                                                                |
| 10.37(1)%           |       | Indemnity Agreement, dated  as of May 8, 2009, by and between the Registrant and Rebecca W.  Rimel.                                                                                                                                                                                                                                       |
|                |       |                                                                                                                                                                                                                                                                                                                                                |
| 10.38(1)%           |       | Employment Agreement,  dated as of February 24, 2009, by and among the Registrant and Randy  Thurman. (Incorporated by reference to Exhibit 99.2 to the Registrant’s  Form 8-K filed February 27, 2009.)                                                                                                                   |

 

5

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| **Exhibit  Number** | ** ** | **Description**                                                                                                                                                                                                                |
|---------------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **          | ** ** | ** **                                                                                                                                                                                                                     |
| 10.39(1)%           |       | Letter Agreement, dated as  of January 28, 2009, between the Registrant and Randy H. Thurman.  (Incorporated by reference to Exhibit 99.4 to the Registrant’s  Form 8-K filed January 28, 2009.) |
|                |       |                                                                                                                                                                                                                           |
| 23.1*               |       | Consent of Independent  Registered Public Accounting Firm.                                                                                                                                                                     |
|                |       |                                                                                                                                                                                                                           |
| 31.1*               |       | Certification of Chief  Executive Officer pursuant to Rules 13a-14(a) and  15d-14(a) promulgated under the Securities and Exchange Act of 1934, as  amended.                                                    |
|                |       |                                                                                                                                                                                                                           |
| 31.2*               |       | Certification of Chief  Financial Officer pursuant to Rules 13a-14(a) and  15d-14(a) promulgated under the Securities and Exchange Act of 1934, as  amended.                                                    |
|                |       |                                                                                                                                                                                                                           |
| 32%                 |       | Certification of Chief  Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.  Section 1350, as adopted pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002.                                    |

 

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*                                         Filed with thisAmendment No. 1 to Form 10-K.

 

%                                     Previouslyfiled.

 

†                                         Confidentialtreatment has been granted with respect to certain portions of this exhibit.Omitted portions have been filed separately with the Securities and ExchangeCommission.

 

(1)                                 Indicates amanagement plan or compensatory plan or arrangement.

 

6

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**SIGNATURES**

 

Pursuantto the requirements of Section 13 or 15(d) of the Securities ExchangeAct of 1934, the Registrant has duly caused this Report to be signed on itsbehalf by the undersigned, thereunto duly authorized.

 
| Date: September 23,  2010 | CardioNet, Inc. |
|--------------------------------|----------------------|
|                           |                 |
|                           | By                   | /S/ JOSEPH H. CAPPER |
|                           |                 | Joseph H. Capper |
|                           |                 | *President  and Chief Executive Officer* |

 

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