CMC 10-Q/A filed 5-11-06

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q/A

AMENDMENT NO. 1 TO
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended

DECEMBER 31, 2005

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 000-30205
 
CABOT MICROELECTRONICS CORPORATION
(Exact name of registrant as specified in its charter)

 
DELAWARE
36-4324765
(State of Incorporation)
(I.R.S. Employer Identification No.)

870 NORTH COMMONS DRIVE
60504
AURORA, ILLINOIS
(Zip Code)
(Address of principal executive offices)
  


Registrant's telephone number, including area code: (630) 375-6631

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
 
YES 
X
NO 
 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer 
X
Accelerated filer 
 
Non-accelerated filer 
 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
 
YES 
 
NO 
X

 
As of January 31, 2006 the Company had 24,324,616 shares of Common Stock, par value $0.001 per share, outstanding.


EXPLANATORY NOTE

    Cabot Microelectronics Corporation filed its original quarterly report on Form 10-Q for the fiscal quarter ended December 31, 2005, on February 8, 2006.  This amendment on Form 10-Q/A is filed solely to correct typographical errors in the certifications pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.  The certifications of the Chief Executive Officer and Chief Financial Officer, as filed in Exhibits 31.1 and 31.2, inadvertently referred to the annual report on Form 10-K instead of the correct periodic report, which was the quarterly report on Form 10-Q.  In addition, the certifications referenced the registrant's fourth fiscal quarter instead of the most recent (first) fiscal quarter.  Exhibits 31.1 and 31.2 are being refiled in their entirety.


ITEM 6. EXHIBITS
 
 
The exhibit numbers in the following list correspond to the number assigned to such exhibits in the Exhibit Table of Item 601 of Regulation S-K:

 
Exhibit
Number
 
Description
   
31.1
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
   
31.2
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
   
32.1
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

 
* Previously filed as an exhibit to Cabot Microelectronics Corporation's quarterly report on Form 10-Q filed with the Commission on February 8, 2006.