SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
AMENDMENT NO.1
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 25, 1997
OR
[ ] 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: 000-28590
Fine Host Corporation
Delaware 06 - 1156070
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3 Greenwich Office Park
Greenwich, CT 06831
(203) 629 - 4320
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
The Registrant had 9,045,444 shares of common stock, $.01 par value, outstanding
as of August 8, 1997.
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FINE HOST CORPORATION
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
The 1997 Annual Meeting of Stockholders of Fine Host Corporation(the "Company")
was held on May 23, 1997. At the meeting the stockholders acted on the
following matters:
1. Election of two directors, each for a term of three years;
2. Approval of amendments to the Company's Amended & Restated 1994 Stock
Option Plan;
3. Approval of the 1997 Long-Term Incentive Compensation Plan;
4. Approval of the 1998 Annual Incentive Compensation Plan; and
5. Ratification of the appointment of Deloitte & Touche LLP as the Company's
independent auditors for the 1997 fiscal year;
The results of the voting on these matters were as follows:
Matter For Withheld
1. Election of two directors,
each for a term of three years:
Jack H. Nusbaum 7,069,280 188,525
Randy B. Spector 7,077,980 179,825
Matter For Against Abstain
2. Approval of amendments to the
Company's Amended & Restated
1994 Stock Option Plan 4,604,406 2,081,797 475
3. Approval of the 1997 Long-Term
Incentive Compensation Plan 6,680,478 6,400 600
4. Approval of the 1998 Annual
Incentive Compensation Plan 6,682,141 11,900 2,000
5. Ratification of the appointment
of Deloitte & Touche LLP as the
Company's independent auditors
for the 1997 fiscal year 7,255,405 2,300 100
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Fine Host Corporation
By: /s/ Nelson A. Barber
Nelson A. Barber
Senior Vice President and Treasurer
(Duly Authorized Officer and Principal Accounting Officer)
Date: October 1, 1997
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