ALIGN TECHNOLOGY INC — Interim / Quarterly Report 2009

Feb 24, 2010

*UNITED STATES*

*SECURITIES AND EXCHANGE COMMISSION*

*Washington, D.C. 20549*

*FORM 10-Q/A*

*Amendment No. 1*

*(Mark One)*

*x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934*

*For the quarterly period ended September 30, 2009*

*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: 0-32259*

*Align Technology, Inc.*

(Exact name of registrant as specified in its charter)

Delaware	94-3267295
(State or other
jurisdiction of	(I.R.S. Employer
incorporation or
organization)	Identification Number)

*881 Martin Avenue*

*Santa Clara, California 95050*

(Address of principal executive offices)

*(408) 470-1000*

(Registrant’s telephone number, including area code)

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 o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

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

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

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

The number of shares outstanding of the registrant’s Common Stock, $0.0001 par value, as of October 30, 2009 was 74,461,321.

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*EXPLANATORY NOTE*

The registrant has prepared this Amendment No. 1 to its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2009 (the “Form 10-Q”) for the purpose of re-filing Exhibits 10.1 and 10.3 to the Form 10-Q. No other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q speaks as of the original filing date and has not been updated to reflect events occurring after the original filing date.

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*ITEM 6. EXHIBITS*

(a) Exhibits:

Exhibit Number	Description	Filing	Date	Exhibit Number
10.1	Settlement Agreement dated as if August 16,
2009 between Align Technology, Inc. and Ormco Corporation.			*
10.2	Stock Purchase Agreement dated as of the 16 th day of August by and between
Align Technology, Inc. and Danaher Corporation.	Form 10-Q	11/05/2009	10.2
10.3†	Joint Development, Marketing and Sales Agreement
entered in as of August 16, 2009 by and between Align
Technology, Inc. and Ormco Corporation.			*
31.1	Certification of Chief Executive Officer pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.			*
31.2	Certification of Chief Financial Officer pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.			*
32.1	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.	Form 10-Q	11/05/2009	32.1

† Portions of the exhibit have been omitted pursuant to a request for confidential treatment. The confidential portions have been filed with the SEC.

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*SIGNATURES*

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: February 24, 2010
By:	/s/ Thomas M. Prescott
	Thomas M. Prescott
	President and Chief Executive
Officer
By:	/s/ Kenneth B. Arola
	Kenneth B. Arola
	Chief Financial Officer and Vice
President, Finance

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*EXHIBIT INDEX*

Exhibit Number	Description	Filing	Date	Exhibit Number
10.1	Settlement Agreement dated as if August 16,
2009 between Align Technology, Inc. and Ormco Corporation.			*
10.2	Stock Purchase Agreement dated as of the 16 th day of August by and between
Align Technology, Inc. and Danaher Corporation.	Form 10-Q	11/05/2009	10.2
10.3†	Joint Development, Marketing and Sales Agreement
entered in as of August 16, 2009 by and between Align
Technology, Inc. and Ormco Corporation.			*
31.1	Certification of Chief Executive Officer pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.			*
31.2	Certification of Chief Financial Officer pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.			*
32.1	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.	Form 10-Q	11/05/2009	32.1

† Portions of the exhibit have been omitted pursuant to a request for confidential treatment. The confidential portions have been filed with the SEC.

5

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