Table of Contents

 

 

 

**UNITED STATES**

**SECURITIES AND EXCHANGECOMMISSION**

**Washington, D.C. 20549**

 

----

 

**FORM 10-K/A**

**(Amendment No. 1)**

 

----

 

**(mark one)**
| **x**      | **ANNUAL  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES   EXCHANGE ACT OF 1934**                                            |
|------------|--------------------------------------------------------------------------------------------------------------------------------------------------|
|       |                                                                                                                                             |
|       | **For the fiscal year ended  December 31, 2007**                                                                                            |
|       |                                                                                                                                             |
|       | **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 Number000-51595**

 

----

 

**Website Pros, Inc.**

(Exact name of registrant as specified in itscharter)

 

| **Delaware**                                                   | ** ** | **94-3327894**                      |
|----------------------------------------------------------------|------------|-------------------------------------|
| (State or other  jurisdiction ofincorporation or organization) |       | (I.R.S. EmployerIdentification No.) |
|                                                           |       |                                |
| **12808 Gran Bay Parkway West, Jacksonville,  FL**             |       | **32258**                           |
| (Address of principal  executive offices)                      |       | (Zip Code)                          |

 

Registrant’s telephonenumber, including area code:**(904) 680-6600**

 

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

 

Securities registered pursuantto section 12(g) of the Act:

 

**Common Stock, $0.001 parvalue**

(Title of class)

 

----

 

Indicate by check mark if the registrant is awell-known seasoned issuer, as defined in Rule 405 of the Securities Act.o Yes    x  No

 

Indicate by check mark if the registrant is notrequired to file reports pursuant to Section 13 or Section 15(d) ofthe Act.o Yes    x  No

 

Indicate by checkmark whether the registrant (1) hasfiled all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for suchshorter period that the registrant was required to file such reports), and (2) hasbeen subject to such filing requirements for the past 90 days.    x  Yes    o  No

 

Indicate by checkmark if disclosure of delinquentfilers pursuant to Item 405 of Regulation S-K(§ 229.405 of this chapter) is notcontained herein, and will not be contained, to the best of registrant’sknowledge, in definitive proxy or information statements incorporated byreference in Part III of this Form 10-K or any amendment to this Form 10-K.    x

 

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

 

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

 

Indicate by check mark whether the registrant is ashell company (as defined in Rule 12b2 of the Act).    o  Yes    x  No

 

The aggregate market value of the voting andnon-voting common equity held by non-affiliates of the registrant was

approximately$137,595,566 as of June 30, 2007, based upon the closing sale price of thecommon stock as quoted by the NASDAQ Global Market reported for such date.Shares of common stock held by each executive officer and each director and byeach person who is known by the registrant to own 5% or more of the outstandingcommon stock have been excluded from this calculation as such persons may bedeemed affiliates. This determination of affiliate status is not necessarily aconclusive determination for other purposes.

 

As of February 29, 2008, the registrant had27,608,744 shares of common stock outstanding.

 

**DOCUMENTS INCORPORATED BYREFERENCE**

 

Parts of the Proxy Statement for the registrant’s2008 Annual Meeting of Stockholders, to be filed with the Securities and ExchangeCommission pursuant to Regulation 14A not later than 120 days after the end ofthe fiscal year covered by this Form 10-K/A, are incorporated by reference in Part III of this Form 10-K/A.

 

 

 

----

Tableof Contents

 

# **Explanatory Note**

# ** **

WebsitePros, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A(this “Amendment”) to its Annual Report on Form 10-K for the fiscal yearended December 31, 2007, which was filed on March 11, 2008 (the“Original Filing”). The Company is filing this Amendment in response to acomment letter received from the SEC in connection with its review of itsOriginal Filing and certain of its other filings. The sole purpose of thisAmendment is to file amended Exhibits 31.1 and 31.2 to be in compliance withItem 601(b)(31) of Regulation S-K.

 

Exceptas described above, no other changes have been made to the Original Filing, andthis Amendment No. 1 on Form 10-K/A does not amend, update or changethe financial statements or any other items or disclosures in the OriginalFiling.  This Amendment No. 1 on Form 10-K/Adoes not reflect events occurring after the filing of the Original Filing ormodify or update those disclosures, including any exhibits to the OriginalFiling affected by subsequent events. Information not affected by the changes described above is unchanged andreflects the disclosures made at the time of the Original Form 10-K.  Accordingly, the Amendment No. 1 on Form 10-K/Ashould be read in conjunction with our filings made with the Securities andExchange Commission subsequent to the filing of the Original Filing, includingany amendments to those filings.

 

2

----

Tableof Contents

 

Table of Contents

 
| ** **        | ** **                                  | **Page  No.** |
|-------------------|---------------------------------------------|---------------|
| ** **        | ** **                                  | ** **    |
|              | PART IV                                |          |
| Item 15.          | Exhibits  and Financial Statement Schedules | 4             |
|              |                                        |          |
|              | OTHER                                       |          |
| Signatures        |                                        | 5             |
| Index to Exhibits |                                        | 6             |

 

3

----

Tableof Contents

 

PART IV

 

ITEM 15.   EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 

 (2)   Exhibits required by Item 601 of RegulationS-K.

 

The information required by this item is setforth on the exhibit index that follows the signature page of this report.

 

4

----

Table of Contents

 

**SIGNATURES**

 

Pursuant to the requirements of the SecuritiesExchange Act of 1934, the registrant has duly caused this amended report to besigned on its behalf by the undersigned thereunto duly authorized.

 

 
|                |   | Website Pros, Inc.                      |
|---------------------|--------|----------------------------------------------|
|                |   | (Registrant)                                 |
|                |   |                                         |
| August 7, 2008 |   | /s/ David L. Brown                           |
| Date                |   | David L. Brown                               |
|                |   | Chief Executive Officer                      |
|                |   | (Principal Financial and Accounting Officer) |

 

 
| **Name**            | ** ** | **Title**                     | ** ** | **Date**            |
|---------------------|------------|-------------------------------|------------|---------------------|
| ** **          | ** ** | ** **                    | ** ** | ** **          |
| /s/ David L. Brown  |       | Chief Executive Officer and   |       | August 7, 2008 |
| David L. Brown      |       | Chairman of the Board         |       |                |
|                |       | (Principal Executive Officer) |       |                |
|                |       |                          |       |                |
| /s/ Kevin M. Carney |       | Chief Financial Officer       |       | August 7, 2008 |
| Kevin M. Carney     |       | (Principal Financial and      |       |                |
|                |       | Accounting Officer)           |       |                |
|                |       |                          |       |                |
| *                   |       | President and Director        |       | August 7, 2008 |
| Jeffrey M. Stibel   |       |                          |       |                |
|                |       |                          |       |                |
| *                   |       | Lead Director                 |       | August 7, 2008 |
| Timothy I. Maudlin  |       |                          |       |                |
|                |       |                          |       |                |
| *                   |       | Director                      |       | August 7, 2008 |
| Hugh M. Durden      |       |                          |       |                |
|                |       |                          |       |                |
| *                   |       | Director                      |       | August 7, 2008 |
| Alex Kazerani       |       |                          |       |                |
|                |       |                          |       |                |
| *                   |       | Director                      |       | August 7, 2008 |
| Julius Genachowski  |       |                          |       |                |
|                |       |                          |       |                |
| *                   |       | Director                      |       | August 7, 2008 |
| Robert S. McCoy     |       |                          |       |                |

 
| * By: /s/ Kevin M. Carney |   |   |   |   |
|---------------------------|--------|--------|--------|--------|
| Kevin M. Carney           |   |   |   |   |
| Under Power of Attorney   |   |   |   |   |

 

5

----

Table of Contents

 

INDEXTO EXHIBITS

 
| 2.1    |   | Agreement and Plan of Merger and Reorganization  dated June 26, 2007 by and among Website Pros, Inc. Augusta  Acquisition Sub, Inc., and Web.com, Inc.(1)**                                                                                                                                                                                     |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                |
| 3.1    |   | Amended and Restated Certificate of Incorporation  of Website Pros, Inc.(2)**                                                                                                                                                                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                |
| 3.2    |   | Amended and Restated Bylaws of Website  Pros, Inc.(3)**                                                                                                                                                                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                |
| 4.1    |   | Reference is made to Exhibits 3.1 and 3.2**                                                                                                                                                                                                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                |
| 4.2    |   | Specimen Stock Certificate.(2)**                                                                                                                                                                                                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                |
| 4.3    |   | Warrant dated December 10, 2003, exercisable  for 208,405 shares of common stock.(2)**                                                                                                                                                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                |
| 4.4    |   | Warrant dated April 27, 2004, exercisable for  72,942 shares of common stock.(2)**                                                                                                                                                                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                |
| 10.1   |   | 1999 Equity Incentive Plan and forms of related  agreements.(2)**                                                                                                                                                                                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                |
| 10.2   |   | 2005 Equity Incentive Plan and forms of related  agreements.(2)**                                                                                                                                                                                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                |
| 10.3   |   | 2005 Non-Employee Directors’ Stock Option Plan and  forms of related agreements.(2)**                                                                                                                                                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                |
| 10.4   |   | 2005 Employee Stock Purchase Plan.(2)**                                                                                                                                                                                                                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                |
| 10.5   |   | Executive Severance Benefit Plan.(2)+**                                                                                                                                                                                                                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                |
| 10.6   |   | Form of Indemnity Agreement entered into  between the registrant and certain of its officers and directors. (2)**                                                                                                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                |
| 10.7   |   | Employment Agreement with David L. Brown, dated  June 1, 2005.(2)+**                                                                                                                                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                |
| 10.8   |   | Employment Agreement with Kevin M. Carney, dated  June 1, 2005.(2)+**                                                                                                                                                                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                |
| 10.9   |   | Lease by and between Flagler Development Company  and the registrant, dated as of January 17, 2003.(2)**                                                                                                                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                |
| 10.10  |   | Commercial Rental Agreement by and between  Innuity, Inc. and R.I.N. Corporation, and Mountain Real  Estate & Property Management, Inc., dated as of April 21,  2000, as amended by Lease addendum to lease dated April 21, 2000 by and  between Points North Associates, LLC and the registrant, dated as of  May 26, 2004.(2)** |
|   |   |                                                                                                                                                                                                                                                                                                                                                                |
| 10.11  |   | Lease for 10021 Balls Ford Road, Manassas,  Virginia, by and between the registrant and GDR Manassas, LLP, dated  September 8, 2004.(2)**                                                                                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                                |
| 10.12  |   | Employment Agreement by and between Website  Pros, Inc. and Jeffrey M. Stibel, dated as of June 26, 2007.(4)+**                                                                                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                |
| 10.13  |   | Employment Agreement by and between Website Pros, Inc.  and William Henry Borzage, Jr., dated as of June 26, 2007.(4)+**                                                                                                                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                |
| 10.14  |   | Employment Agreement by and between Website  Pros, Inc. and Vikas Rijsinghani, dated as of June 26, 2007.(4)+**                                                                                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                |
| 10.15  |   | Noncompetition Agreement by Jeffrey M. Stibel, dated  as of June 26, 2007.(4)+**                                                                                                                                                                                                                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                                |
| 10.16  |   | Noncompetition Agreement by William Henry  Borzage, Jr., dated as of June 26, 2007.(4)+**                                                                                                                                                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                |
| 10.17  |   | Noncompetition Agreement by Vikas Rijsinghani,  dated as of June 26, 2007.(4)+**                                                                                                                                                                                                                                                                               |

 

6

----

Table of Contents

 
| 10.18  |   | Compensatory Arrangements of certain  officers.(5)+**                                                                                                                                |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                 |
| 14.1   |   | Code of Conduct.(2)**                                                                                                                                                                |
|   |   |                                                                                                                                                                                 |
| 21.1   |   | Subsidiaries of the registrant.**                                                                                                                                                    |
|   |   |                                                                                                                                                                                 |
| 23.1   |   | Consent of Ernst & Young LLP, Independent  Registered Public Accounting Firm.**                                                                                             |
|   |   |                                                                                                                                                                                 |
| 24.1   |   | Power of Attorney (included in the signature  page hereto).**                                                                                                                   |
|   |   |                                                                                                                                                                                 |
| 31.1   |   | CEO Certification required by  Rule 13a-14(a) or Rule 15d-14(a).                                                                                                      |
|   |   |                                                                                                                                                                                 |
| 31.2   |   | CFO Certification required by  Rule 13a-14(a) or Rule 15d-14(a).                                                                                                      |
|   |   |                                                                                                                                                                                 |
| 32.1   |   | Certification required by  Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of  Chapter 63 of Title 18 of the United States Code (18 U.S.C. §1350).** |
|   |   |                                                                                                                                                                                 |
| 32.2   |   | Certification required by Rule 13a-14(b) or  Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of  the United States Code (18 U.S.C. §1350).** |

 

----

** Previously Filed.

 

(1) Filed as an exhibit to the Registrant’scurrent report on Form 8-K (No. 000-51595), filed with the SEC on June 27,2007, and incorporated herein by reference.

 

(2) Filed as an exhibit to the Registrant’sregistration statement on Form S-1 (No. 333-124349), filed with theSEC on April 27, 2005, as amended, and incorporated herein by reference.

 

(3) Filed as an exhibit to the Registrant’scurrent report on Form 8-K (No. 000-51595), filed with the SEC on November 14,2007, and incorporated herein by reference.

 

(4) Filed as an exhibit to the Registrant’sregistration statement on Form S-4 (No. 333-144987), filed with theSEC on July 31, 2007, as amended, and incorporated herein by reference.

 

(5) Filed as an exhibit to the Registrant’scurrent report on Form 8-K (No. 000-51595), filed with the SEC on February 26,2008.

 

+ Indicates management contract or compensatoryplan.

 

7

----