SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM 10-K/A
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of l934
For the fiscal year ended April 1, 1995. Commission File No. 0-6882
URT INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Florida 59-1167907
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3451 Executive Way, Miramar, Florida 33025
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (305) 432-4200
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Class A Common Stock, par value $.01 per share
Class B Common Stock, par value $.01 per share
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 l934 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 if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
YES |_| NO |X|
The aggregate market value (based on the average high and low, bid and asked
prices) of the voting stock held by non-affiliates of the registrant was, as of
May 30, 1995, approximately $1,935,800.
At May 30, 1995, the registrant's transfer agent reported as issued and
outstanding:
11,191,293 Shares of Class A Common Stock
1,365,589 Shares of Class B Common Stock
<PAGE>
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
(a) The following documents are filed as part of this
report.
Page
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1. Consolidated Financial Statements
Independent Auditors' Report 14
URT Industries, Inc. and
Subsidiaries Consolidated
Financial Statements:
Consolidated Balance Sheets as
of April 1, 1995 and April 2, 1994. 15
Consolidated Statements of
Operations for each of the years
in the three year period ended
April 1, 1995. 16
Consolidated Statements of
Shareholders' Equity for each of
the years in the three year period
ended April 1, 1995. 17
Consolidated Statements of Cash
Flows for each of the years in
the three year period ended
April 1, 1995. 18
Notes to Consolidated Financial
Statements. 20
2. Financial Statement Schedules
Schedules have been omitted which are not applicable or where the
required information is shown in the financial statements or the
notes thereto.
3. Exhibits.
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<PAGE>
Exhibit No.
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3.1 Articles of Incorporation of URT Industries, Inc. ("URT") and all
amendments thereto through January 11, 1973, incorporated by reference
to Exhibit No. 3.1 to URT's Registration Statement No. 2-36263.
3.1-1 Amendment to URT's Articles of Incorporation dated January 2, 1975,
incorporated by reference to Exhibit No. 3.1-1 to URT's Registration
Statement No. 2-59153.
3.1-2 Amendment to URT's Articles of Incorporation dated November 10, 1976,
incorporated by reference to Exhibit No. 3.1-2 to URT's Registration
Statement No. 2-59153.
3.1-3 Amendment to URT's Articles of Incorporation dated September 21, 1979,
incorporated by reference to Exhibit No. 3.1-3 to URT's Registration
Statement No. 2-63747.
10 (ll) Lease dated July 1, 1984 between Shirley Wolk and Peaches
Entertainment Corporation ("PEC") applicable to North Miami Beach,
Florida premises, incorporated by reference to Exhibit No. 13.46 to
URT's Registration Statement No. 2-63747.
10 (mm) Lease dated December 13, 1984 between Allan Wolk and Sheffield
Wolk and PEC applicable to Orlando, Florida premises, incorporated by
reference to Exhibit No. 13.47 to URT's Registration Statement No.
2-63747.
10 (ss) Amendment to Lease dated February 25, 1986 between Allan Wolk and
Sheffield Wolk and PEC applicable to Orlando, Florida premises
incorporated by reference to Exhibit 10(ss) to URT's Form 10-K Annual
Report filed on June 27, 1986.
10 (kkk) Indemnification Agreement dated May 22, 1989 between Allan Wolk
and URT, incorporated by reference to Exhibit 10(kkk) to URT's Form
10-K Annual Report dated June 27, 1989.
10 (lll) Indemnification Agreement dated May 22, 1989 between David Jackowitz
and URT, incorporated by reference to Exhibit 10(lll) to URT's Form
10-K Annual Report dated June 27, 1989.
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<PAGE>
10 (nnn) Indemnification Agreement dated May 22, 1989 between Ann Krouse and
URT, incorporated by reference to Exhibit 10(nnn) to URT's Form 10-K
Annual Report dated June 27, 1989.
10 (ppp) By-Laws of URT, as amended and restated, incorporated by reference to
Exhibit 10 (ppp) to URT's Form 10-K Annual Report dated June 28, 1990.
10 (xxx) Promissory Note dated March 31, 1992 made by Allan Wolk to URT, as
payee, incorporated by reference to Exhibit 10(xxx) to URT's Form 10-K
Annual Report dated June 25, 1992.
10 (bbbb) Promissory Note dated March 31, 1992 made by David Jackowitz to URT,
as payee, incorporated by reference to Exhibit 10(bbbb) to URT's Form
10-K Annual Report dated June 25, 1992.
10 (dddd) Management and Intercorporate Agreement dated March 29, 1993 between
URT and PEC, incorporated by reference to Exhibit 10(dddd) to URT's
Form 10-K Annual Report dated June 25, 1993.
10 (eeee) Amended and Restated Employment Agreement, dated October 1, 1994,
between Allan Wolk and URT.
10 (ffff) Amended and Restated Employment Agreement, dated December 14, 1994,
between David Jackowitz and PEC.
10 (gggg) Second Amendment to Stock Purchase Agreement, dated as of October 1,
1994, between Allan Wolk and URT.
10 (hhhh Second Amendment to Stock Purchase Agreement, dated as of December 14,
1994, between David Jackowitz and URT.
10 (iiii) Amendment dated as of October 1, 1994 to Management and Intercorporate
Agreement dated March 29, 1993 between URT and PEC.
22 Subsidiaries of URT.
27 Financial Data Schedule.*
(b) Reports on Form 8-K.
None.
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* This Form 10-K/A is being submitted for the purpose of including the
Financial Data Schedule ("FDS") (Exhibit 27) which was omitted from the
Form 10-K for the indicated period. Other than inclusion of such FDS and
adding the appropriate cross-reference to the FDS in Item 14 above, there
are no changes to the Form 10-K or the exhibits thereto. Page numbers have
been left as in the Form 10-K, dated June 29, 1995, for the purpose of ease
of cross-reference.
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<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
URT INDUSTRIES, INC.
By: s/Allan Wolk
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Allan Wolk,
Chairman of the Board
Dated: August 1, 1995
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Title Date
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By: s/Allan Wolk August 1, 1995
---------------------------
Allan Wolk,
Chairman of the Board
(Principal Executive
Officer) and Director
By: s/David Jackowitz August 1, 1995
---------------------------
David Jackowitz,
President (Principal
Financial and Accounting
Officer) and Director
By: s/Brian Wolk August 1, 1995
---------------------------
Brian Wolk,
Director
By: s/Jason Wolk August 1, 1995
---------------------------
Jason Wolk,
Director
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