<PAGE>
As filed with the Securities and Exchange Commission on June 26, 1998
Registration No. 000-28822
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM 10-K/A #1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended March 31, 1998
Commission File Number 0-28822
--------------------------
ROCKSHOX, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 401 Charcot Avenue 77-0396555
(State or other jurisdiction of San Jose, CA 95131 (I.R.S. Employer
incorporation or organization) (408) 435-7469 Identification Number)
(Address of principal executive offices, including zip code
and telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
Common Stock, par value $.01 per share REGISTERED
NASDAQ Stock Market
Securities registered pursuant to Section 12(g) of the Act: None
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 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 /X/ No / /
As of June 22, 1998, the aggregate market value of the voting stock held
by non-affiliates of the Registrant was $23,402,083.
As of June 22, 1998, the Registrant had 13,761,147 shares of Common
Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the ROCKSHOX, INC. Proxy Statement to be mailed in connection
with the Registrant's 1998 Annual Meeting of Stockholders to be held on
August 20, 1998, are incorporated by reference in Part III hereof.
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1
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
ROCKSHOX, INC.
Date: June 25, 1998 By: /s/ CHARLES E. NOREEN, Jr.
---------------------------------
Charles E. Noreen, Jr.
Vice President, Finance and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1934, this report
has been signed by the following persons in the capacities and on the dates
indicated.
<TABLE>
<S> <C> <C>
By: /s/ GEORGE NAPIER Chief Executive Officer, President and June 25, 1998
--------------------------------- Director
George Napier (Principal Executive Officer)
By: Chairman of the Board and Director
---------------------------------
Stephen W. Simons
By: /s/ CHARLES E. NOREEN, JR. Vice President, Finance June 25, 1998
--------------------------------- Chief Financial Officer and Secretary
Charles E. Noreen, Jr. (Principal Financial and Accounting
Officer)
By: /s/ PAUL H. TURNER Director June 25, 1998
---------------------------------
Paul H. Turner
By: /s/ JOHN W. JORDAN II Director June 25, 1998
---------------------------------
John W. Jordan II
By: Director
---------------------------------
Adam E. Max
By: /s/ MICHAEL R. GAULKE Director June 25, 1998
---------------------------------
Michael R. Gaulke
By: Director
---------------------------------
Edward Post
</TABLE>
39
<PAGE>
PART IV
<TABLE>
<CAPTION>
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
<S> <C>
(a)(1) See page 21 for a listing of financial statements submitted as part of this report.
(a)(2) The financial statements listed on the accompanying Index to Consolidated
Financial Statements and Financial Statement Schedule are filed as part of this
report.
(a)(3) The following exhibits are included in this report:
2 Form of Agreement and Plan of Merger between RSx Holdings, Inc. and
RockShox, Inc. *
3.1 Form of Amended and Restated Certificate of Incorporation of RockShox,
Inc. *
3.2 Form of Amended and Restated Bylaws of RockShox, Inc. *
4 Form of Common Stock Certificate of RockShox, Inc. *
10.1 Management Consulting Agreement, dated as of March 24, 1995, between TJC
Management Corporation and RSx Holdings, Inc. *
10.2 Form of Registration Rights Agreement among RockShox, Inc., Stephen
Simons, Debra Simons, Paul Turner and other stockholders named therein. *
10.3 Form of Amended and Restated Employment Agreement, dated October 2, 1996,
between RockShox, Inc. and Paul Turner. *
10.4 Noncompetition Agreement, dated March 24, 1995, between RSx Holdings,
Inc. and Stephen Simons. *
10.5 Noncompetition Agreement, dated March 24, 1995, between RSx Holdings,
Inc. and Debra Simons. *
10.6 Noncompetition Agreement, dated March 24, 1995, between RSx Holdings,
Inc. and Paul Turner. *
10.7 Consultant Agreement, dated January 1, 1994 by and between Simons &
Susslin, Inc. and Stephen Simons. *
10.8 Form of Lease, dated as of May 1, 1994 between Charcot Center Joint
Venture and RockShox, Inc. *
10.9 Form of First Amendment to Lease, dated as of August 15, 1994, between
Charcot Center Joint Venture and RockShox, Inc. *
10.10 Form of Lease, dated as of October 1, 1995, between Whitecliffe I
Apartments, Ltd. and RockShox, Inc. *
10.11 Form of Indemnity Agreement. *
10.12 Form of Lease, dated as of March 7, 1997, between S. Stephen Nakashima
and RockShox, Inc. **
10.13 Amended and Restated RSx Holdings, Inc. 1996 Stock Plan. *
10.14 Letter Agreement, dated as of May 7, 1996, between RockShox, Inc. and
Charles E. Noreen, Jr. **
10.15 Form of First Amendment to Standard Industrial/Commercial Multi-Tenant
Lease-modified net, dated November 4, 1997, between S. Stephen Nakashima
and Sally S. Nakashima and RockShox, Inc. ***
10.16 Employment Agreement, dated November 1, 1997, between RockShox, Inc. and
George Napier. ***
10.17 Standard Industrial Sublease, dated December 8, 1997, between RockShox,
Inc. and First American Records Management, Inc.****
10.18 RockShox, Inc. 1998 Stock Option Plan.****
21 List of Subsidiaries of RockShox, Inc. *
23 Consent of Coopers & Lybrand L.L.P.****
27.1 Financial Data Schedule.
27.2 Financial Data Schedule restated for fiscal year end 1997, 2nd and 3rd
quarters of fiscal 1997 and 1st and 2nd quarters of fiscal 1998.****
</TABLE>
19
<PAGE>
<TABLE>
<CAPTION>
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(CONTINUED)
<S> <C>
27.3 Financial Data Schedule restated for the 3rd quarter of fiscal
1998.****
</TABLE>
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* Previously filed with the Registration Statement on Form S-1 of
ROCKSHOX, INC. (Registration No. 333-8069).
** Previously filed with Form 10-K of RockShox, Inc. for the year ended
March 31, 1997.
*** Previously filed with Form 10-Q of RockShox, Inc. for the quarter ended
December 31, 1997.
**** Previously filed with Form 10K of Rockshox, Inc. for the year ended
March 31, 1998.
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the Company during the fourth
quarter of the Company's fiscal year ended March 31, 1998.
(c) See (a)(3) above for a listing of exhibits included as a part of this
report.
20
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-START> APR-01-1997
<PERIOD-END> MAR-31-1998
<CASH> 10,554
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 1,037
<INVENTORY> 11,581
<CURRENT-ASSETS> 36,866
<PP&E> 23,326
<DEPRECIATION> 8,102
<TOTAL-ASSETS> 52,259
<CURRENT-LIABILITIES> 14,494
<BONDS> 0
0
0
<COMMON> 138
<OTHER-SE> 37,627
<TOTAL-LIABILITY-AND-EQUITY> 52,259
<SALES> 102,203
<TOTAL-REVENUES> 102,203
<CGS> 73,183
<TOTAL-COSTS> 21,562
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 8,064
<INCOME-TAX> 2,944
<INCOME-CONTINUING> 5,120
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,120
<EPS-PRIMARY> 0.37
<EPS-DILUTED> 0.36
</TABLE>
