Hypercom Corporation Annual Report - CiteSeer

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Exhibit Number Description of Exhibit and Method of Filing 10.28 — Offer Letter dated March 24, 2009 by and between Hypercom Corporation and Thomas B. Sabol (incorporated by reference to Exhibit 10.1 to Hypercom Corporation’s Current Report on Form 8-K filed on March 30, 2009)*** 10.29 — Amendment No. 2 to Employment Agreement, dated April 29, 2009, by and between Hypercom Corporation and Norman Stout (incorporated by reference to Exhibit 10.1 to Hypercom Corporation’s Current Report on Form 8-K filed on April 30, 2009)*** 10.30 — Separation Agreement and General Release, dated May 19, 2009, by and between Hypercom Corporation and Robert M. Vreeland (incorporated by reference to Exhibit 10.1 to Hypercom Corporation’s Current Report on Form 8-K filed on May 22, 2009)*** 10.31 — Employment Contract, dated July 2, 2009, by and between Hypercom France SARL and Henry Gaillard (incorporated by reference to Exhibit 10.3 to Hypercom Corporation’s Current Report on Form 10-Q filed on August 7, 2009)*** 10.32 — Change of Control Agreement, dated August 6, 2009, by and between Hypercom Corporation and Shawn Rathje (incorporated by reference to Exhibit 10.4 to Hypercom Corporation’s Current Report on Form 10-Q filed on August 7, 2009)*** 10.33 — Amended and Restated Employment Agreement, dated as of December 30, 2009, by and between Hypercom Corporation and Philippe Tartavull (incorporated by reference to Exhibit 10.1 to Hypercom Corporation’s Current Report on Form 8-K filed on January 5, 2010)*** 21.1 — List of Subsidiaries (incorporated by reference to Exhibit 21.1 to Hypercom Corporation’s Annual Report on Form 10- K filed on March 16, 2009) 23.1 — Consent of Independent Registered Public Accounting Firm* 24.1 — Powers of Attorney* 31.1 — Certification of Chief Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* 31.2 — Certification of Chief Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* 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** * Filed herewith. ** Furnished herewith. *** Management or compensatory plan or agreement. † Certain Confidential Information contained in this Exhibit was omitted by means of redacting a portion of the text and replacing it with an asterisk. This Exhibit has been filed separately with the Secretary of the Securities and Exchange Commission without the redaction pursuant to Confidential Treatment Request under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. - 89 -
I, Philippe Tartavull, certify that: CERTIFICATION 1. I have reviewed this annual report on Form 10-K of Hypercom Corporation; EXHIBIT 31.1 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act rules 13a-15(f) and 15d-15(f)) for the registrant and we have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal year that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: March 12, 2010 /s/ Philippe Tartavull Philippe Tartavull Chief Executive Officer and President
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Hypercom Corporation Annual Report
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i. to our StoCkhoLderS, CuStomerS,
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iii. 2009 highLightS January - Febr
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v. iphone SeCure paymentS SoLutionS
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vii. SmartpaymentS wynid Server-baS
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iX. hyperCom Corporation End-to-End
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(This Page Left Blank Intentionally
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Yes � No � Indicate by check ma
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CAUTIONARY STATEMENT REGARDING FORW
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On April 1, 2008, we acquired all o
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solution against payment card fraud
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aggressively transitioning into the
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Trusted Transaction Services — Ou
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and biometric authentication and en
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Proprietary Rights We rely upon pat
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• the type, timing and size of or
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affecting our business. However, if
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Furthermore, we utilize contract ma
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economic climate, the credit market
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Our failure to properly comply with
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espect of the related indebtedness.
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Lisa Shipley v. Hypercom Corporatio
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(e) In September 2006, we completed
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of our stock grants and only recogn
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In 2009, we incurred employee sever
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Costs of Revenue and Gross Profit C
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Net Revenues Net revenues increased
Page 56 and 57: Our products revenues relate primar
Page 58 and 59: Changes in operating assets and lia
Page 60 and 61: significantly impacted by a 100 bas
Page 62 and 63: Report of Independent Registered Pu
Page 64 and 65: Item 13. Certain Relationships and
Page 66 and 67: REPORT OF INDEPENDENT REGISTERED PU
Page 68 and 69: HYPERCOM CORPORATION CONSOLIDATED S
Page 70 and 71: HYPERCOM CORPORATION CONSOLIDATED S
Page 72 and 73: Allowance for Doubtful Accounts Pay
Page 74 and 75: Revenue Recognition Revenue is reco
Page 76 and 77: The Company does not provide for fe
Page 78 and 79: The purchase price consisted of the
Page 80 and 81: and assuming no subsequent impairme
Page 82 and 83: Of the $2.9 million of costs incurr
Page 84 and 85: 7. Leases Sales-Type Leases The Com
Page 86 and 87: 12. Product Warranty Liability The
Page 88 and 89: Long-term debt, which approximates
Page 90 and 91: the issuance of non-qualified stock
Page 92 and 93: 17. Income Taxes Loss before income
Page 94 and 95: enefit obligations as of December 3
Page 96 and 97: In determining the asset allocation
Page 98 and 99: The Company’s cash and cash equiv
Page 100 and 101: The Company’s depreciation and am
Page 102 and 103: First Second Third Fourth Fiscal Qu
Page 104 and 105: EXHIBIT INDEX Exhibit Number Descri
Page 108 and 109: I, Thomas B. Sabol, certify that: C
Page 110 and 111: (This Page Left Blank Intentionally
Page 112 and 113: NOTES HYPERCOM CORPORATION
Page 114 and 115: Xi. StoCk perFormanCe Chart The fol
Page 116: World Headquarters: hypercom Corpor
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