SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-----------------
FORM 10-K/A
AMENDMENT NO. 1
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1996
OR
| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ______________ to ______________
Commission file number 001-12421
Nu Skin Asia Pacific, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 87-0565309
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
75 West Center Street, Provo, Utah 84601
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (801) 345-6100
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which Registered
Class A Common Stock New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
(Title of Class)
(Title of Class)
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.
As of March 3, 1997, the aggregate market value of the voting stock held by
non-affiliates of the Company was $770,535,365 (includes 10,473,011 shares of
Class A Common Stock and 16,097,174 shares of Class B Common Stock held by non-
affiliates of the Company). For purposes of calculating the aggregate market
value of the voting stock held by non-affiliates, the shares of Class B Common
Stock included in such calculation were valued at the closing price of the
Company's Class A Common Stock on March 3, 1997. The Company's Class B Common
Stock is convertible at any time into shares of Class A Common Stock on a
1-for-1 basis.
As of March 3, 1997, 11,723,011 shares of the Company's Class A Common
Stock, $.001 par value per share, 71,696,675 shares of the Company's Class B
Common Stock, $.001 par value per share, and no shares of the Company's
Preferred Stock, $.001 par value per share, were outstanding.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Documents filed previously as part of the Form 10-K of Nu Skin Asia Pacific,
Inc. filed March 18, 1997:
1. Financial Statements (pursuant to Part II, Item 8)
Report of Independent Accountants...............................F-2
Consolidated Balance Sheets at December 31, 1995 and 1996 ......F-3
Consolidated Statements of Income for the year ended
September 30, 1994, the three months ended
December 31, 1994 and the years ended
December 31, 1995 and 1996..................................F-4
Consolidated Statements of Stockholders' Equity for the
year ended September 30, 1994, the three months
ended December 31, 1994 and the years ended
December 31, 1995 and 1996..................................F-5
Consolidated Statements of Cash Flows for the
year ended September 30, 1994, the three months
ended December 31, 1994 and the years ended
December 31, 1995 and 1996..................................F-6
Notes to Consolidated Financial Statements......................F-7
2. Financial Statement Schedules: Financial statement schedules have been
omitted because they are not required or are not applicable, or because the
required information is shown in the financial statements or notes thereto.
3. Exhibits: Except for Exhibit 27 which is added as the amended portion of this
Item 14(a)3, the following Exhibits were previously filed with the
Form 10-K of Nu Skin Asia Pacific, Inc. filed March 18, 1997:
Exhibit
Number Exhibit Description
3.1 Amended and Restated Certificate of
Incorporation of the Company incorporated by
reference to Exhibit 3.1 to the Company's
Registration Statement on Form S-1 (File No.
333-12073) (the "Form S-1").
3.2 Amended and Restated Bylaws of the Company
incorporated by reference to Exhibit 3.2
to the Company's Form S-1.
4.1 Specimen Form of Stock Certificate for Class
A Common Stock incorporated by reference to
Exhibit 4.1 to the Company's Form S-1.
4.2 Specimen Form of Stock Certificate for Class B
common Stock incorporated by reference
to Exhibit 4.2 to the Company's Form S-1.
10.1 Form of Indemnification Agreement to be
entered into by and among the Company and
certain of its officers and directors
incorporated by reference to Exhibit 10.1 to
the Company's Form S-1.
10.2 Form of Stockholders' Agreement by and among
the initial stockholders of the Company
incorporated by reference to Exhibit 10.2 to
the Company's Form S-1.
10.3 Employment Contract, dated December 12,
1991, by and between Nu Skin Taiwan and John
Chou incorporated by reference to Exhibit
10.3 to the Company's Form S-1.
10.4 Employment Agreement, dated May 1, 1993, by
and between Nu Skin Japan and Takashi Bamba
incorporated by reference to Exhibit 10.4 to
the Company's Form S-1.
10.5 Service Agreement, dated January 1, 1996, by
and between Nu Skin Korea and Sung-Tae Han
incorporated by reference to Exhibit 10.5 to
the Company's Form S-1.
10.6 Form of Purchase and Sale Agreement between
Nu Skin Hong Kong and NSI incorporated by
reference to Exhibit 10.6 to the Company's
Form S-1.
10.7 Form of Licensing and Sales Agreement
between NSI and each Subsidiary (other than
Nu Skin Korea) incorporated by reference to
Exhibit 10.7 to the Company's Form S-1.
10.8 Form of Regional Distribution Agreement
between NSI and Nu Skin Hong Kong
incorporated by reference to Exhibit 10.8 to
the Company's Form S-1.
10.9 Form of Wholesale Distribution Agreement
between NSI and each Subsidiary (other than
Nu Skin Hong Kong incorporated by reference
to Exhibit 10.9 to the Company's Form S-1.
10.10 Form of Trademark/Tradename License
Agreement between NSI and each Subsidiary
incorporated by reference to Exhibit 10.10
to the Company's Form S-1.
10.11 Form of Management Services Agreement
between NSIMG and each subsidiary
incorporated by reference to Exhibit 10.11
to the Company's Form S-1.
10.12 Form of Licensing and Sales Agreement
between NSI and Nu Skin Korea incorporated
by reference to Exhibit 10.12 to the
Company's Form S-1.
10.13 Form of Independent Distributor Agreement by
and between NSI and Independent Distributors
in Hong Kong/Macau incorporated by reference
to Exhibit 10.13 to the Company's Form S-1.
10.14 Form of Independent Distributor Agreement by
and between NSI and Independent
Distributor Agreement by and between
NSI and Independent Distributors in Japan
10.15 Form of Independent Distributor Agreement by
and between NSI and Independent Distributors
in South Korea incorporated by reference to
Exhibit 10.15 to the Company's Form S-1.
10.16 Form of Independent Distributor Agreement by
and between NSI and Independent Distributors
in Taiwan incorporated by reference to
Exhibit 10.16 to the Company's Form S-1.
10.17 Nu Skin Asia Pacific, Inc. 1996 Stock Incentive
Plan incorporated by reference to Exhibit
10.17 to the Company's Form S-1.
10.18 Form of bonus Incentive Plan for Subsidiary
Presidents incorporated by reference to
Exhibit 10.18 to the Company's Form S-1.
10.19 Option Agreement, by and between the Company and
M. Truman Hunt incorporated by
reference to Exhibit 10.19 to the Company's Form S-1.
10.20 Form of Mutual Indemnification Agreement by
and between the Company and NSI
10.21 Manufacturing Sublicense Agreement, dated
July 27, 1995, by and between NSI and Nu
Skin Japan incorporated by reference to
Exhibit 10.21 to the Company's Form S-1.
10.22 1996 Option Agreement by and between the
Company and NSI incorporated by reference
to Exhibit 10.22 to the Company's Form S-1.
10.23 Form of Addendum to Amended and Restated
Licensing and Sales Agreement incorporated
by reference to Exhibit 10.23 to the
Company's Form S-1.
10.24 Form of Administrative Services Agreement
incorporated by reference to Exhibit 10.24
to the Company's Form S-1.
21.1 Subsidiaries of the Company
23.1 Consent of Price Waterhouse LLP
27 Financial Data Schedule
(b) On December 10, 1996, the Company filed a Current Report on
Form 8-K to report the sale of equity securities pursuant to
Regulation S promulgated under the Securities Act of 1933, as
amended.
(c) The exhibits required by Item 601 of Regulation S-K are set
forth in (a)3 above.
(d) The financial statement schedules required by Regulation S-K
are set forth in (a)2 above.
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, on this 14th day of
May, 1997.
NU SKIN ASIA PACIFIC, INC.
By: /s/ Corey B. Lindley
Corey B. Lindley
Its: Vice President of Finance (Principal
Financial and Accounting Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
Nu Skin Asia Pacific, Inc.
Year Ended December 31, 1996
(in thousands)
This schedule contains summary financial information extracted from the audited
financial statements contained in the Company's annual report on Form 10-K for
the fiscal year ended December 31, 1996 and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 207,106
<SECURITIES> 0
<RECEIVABLES> 8,937
<ALLOWANCES> 0
<INVENTORY> 44,860
<CURRENT-ASSETS> 280,158
<PP&E> 15,592
<DEPRECIATION> 6,708
<TOTAL-ASSETS> 331,715
<CURRENT-LIABILITIES> 213,923
<BONDS> 0
0
0
<COMMON> 84
<OTHER-SE> 107,708
<TOTAL-LIABILITY-AND-EQUITY> 331,715
<SALES> 678,596
<TOTAL-REVENUES> 678,596
<CGS> 193,158
<TOTAL-COSTS> 550,238
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 131,191
<INCOME-TAX> 49,494
<INCOME-CONTINUING> 81,697
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 81,697
<EPS-PRIMARY> 1.01
<EPS-DILUTED> 1.01
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