<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K/A
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Amendment No. 1 to
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Fiscal Year Ended December 31, 1999
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Commission File No. 0-23021
EDUTREK INTERNATIONAL, INC.
A Georgia Corporation
(IRS Employer Identification No. 58-2255472)
500 Embassy Row
6600 Peachtree Dunwoody Road
Atlanta, Georgia 30328
(404) 965-8000
Securities Registered Pursuant to Section 12(b)
of the Securities Exchange Act of 1934:
None
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Securities Registered Pursuant to Section 12(g)
of the Securities Exchange Act of 1934:
Class A Common Stock, without par value
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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. [ ]
The aggregate market value of the Class A Common Stock of the registrant held
by nonaffiliates of the registrant (2,765,727 shares) on April 25, 2000 was
$4,148,591. For the purposes of this response, officers, directors and holders
of 5% or more of the registrant's common stock are considered the affiliates of
the registrant at that date.
The number of shares outstanding of the registrant's Common Stock as of April
25, 2000: 4,535,095 Class A shares and 7,359,667 Class B shares.
The following items are amended:
Part III:
Item 10. Directors and Executive Officers of the Registrant.
Item 11. Executive Compensation.
Item 12. Security Ownership of Certain Beneficial Owners and
Management
Item 13. Certain Relationships and Related Transactions.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The executive officers and directors of the Company are as follows:
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Steve Bostic 56 Chairman of the Board and Chief Executive
Officer
Tina A. Garrison 37 Senior Vice President of Campus Operations
David J. Horn 47 Chief Financial Officer and Corporate
Secretary
Donna L. West 42 Vice President, Human Resources
Paul D. Beckham 56 Director
Fred C. Davison 70 Director
Gaylen D. Kemp 47 Director
J. Robert Fitzgerald 60 Director
Ronald P. Hogan 59 Director
Gerald Tellefsen 61 Director
</TABLE>
Steve Bostic has served as Chairman of the Board and Chief Executive
Officer of the Company since its inception in July 1996. Since October 1996,
Mr. Bostic has also served on AIU's Governing Board, and since June 1997, Mr.
Bostic has served as the President of AIU. Prior to founding the Company in
1996, from 1993 to 1996 Mr. Bostic was the Chairman of the Board of EduTrek
Systems, Inc. From 1989 to 1993, Mr. Bostic was the Chairman of the Board of
Delphi Technology, Inc., a company specializing in the scientific development
and application of cognitive-based learning systems. Mr. Bostic was the
principal owner and Chairman of American Photo Group, an operator of consumer
photo processing labs, from 1981 to 1987. In addition, Mr. Bostic serves as a
member of the Board of Trustees of Presbyterian College, the Dean's Advisory
Council of the Indiana School of Business, and the Board of the School of
Public Policy at Georgia Institute of Technology.
Tina Garrison has served as the Senior Vice President of Campus
Operations for the Company since February 1999. Ms. Garrison has been with AIU
for 11 years in various positions including serving as the Buckhead (Atlanta)
Campus President, Program Chair for Business, Institutional Effectiveness
Coordinator, Acting Dean of Students, and Program Chair of Fashion Marketing.
She is concluding her Ph.D. in Higher Education Administration (A.B.D.) at
Georgia State University. Prior to her career at AIU, she worked in retail
operations where she managed multiple retail sites.
David J. Horn was appointed Chief Financial Officer effective November
3, 1999. Prior to joining the Company, Mr. Horn served as the interim Chief
Financial Officer of the Atlanta Public School System from September 1998 to
October 1999. From June 1996 through September 1998, Mr. Horn was Chief
Financial Officer of AJC International, Inc., a privately held global food
distributor. From 1995 to 1996, Mr. Horn served as Corporate Controller at ECC
International, a global minerals and chemical company. From 1990 through 1995,
Mr. Horn was at Cabot Corporation, where he was first Director of Finance for
the North American Carbon Black Division and later Global Raw Materials
Director.
Donna L. West has served as Vice President of Human Resources since
January 2000. Prior to joining the Company, from 1991 to 2000, Ms. West was the
Vice President of Human Resources at Lynk Systems, Inc., a national provider of
electronic payment, cash dispensing and e-commerce services, where she provided
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long-range planning, analysis and strategies in such areas as human resources,
risk management, facilities development and employee welfare.
Paul D. Beckham has served as a Director of the Company since June
1997. Mr. Beckham currently serves as a consultant to Wireless Communications,
Inc., and since 1993 has been the co-owner of Hope-Beckham, Inc., a sports
marketing firm. From 1970 to 1993, Mr. Beckham served in various capacities
with Turner Broadcasting System, Inc., including most recently, President of
Turner Cable Sales, a wholly-owned subsidiary of Turner Broadcasting System,
Inc.
Fred C. Davison has served as a Director of the Company since June
1997 and has served on AIU's Governing Board since October 1996. Dr. Davison
has a Ph.D. in biochemistry and pathology and has served as the President and
Chief Executive Officer of the National Science Foundation, Augusta, Georgia
since 1988. From July 1967 through June 1986, Dr. Davison served as the
President of the University of Georgia. Dr. Davison is currently a member of
the Board of Trustees of Presbyterian College as well as a member of the Board
of Directors of First Union Bank of Georgia, the Augusta Chamber of Commerce
and the Business Higher Education Forum.
Gaylen D. Kemp has served as a Director of the Company since June 1997
and has served on AIU's Governing Board since October 1996. Ms. Kemp has been
Of Counsel in the Atlanta, Georgia office of the law firm of Dow, Lohnes &
Albertson since January 1996. From 1987 to December 1995, Ms. Kemp was a
partner in the law office of Dow, Lohnes & Albertson practicing with a focus on
mergers and divestitures, financial transactions and public and private
securities offerings. Ms. Kemp has been a member of the Executive Committee of
the Corporate and Banking Law Section of the State Bar of Georgia since 1989
and served as Chairperson of the Section from 1993 to 1994. Ms. Kemp is
currently a member of the Executive Committee of the Board of Directors of the
Atlanta Legal Aid Society.
J. Robert Fitzgerald has served as a Director of the Company since
October 1997. Mr. Fitzgerald retired as Vice President - Corporate
Responsibility and Compliance with BellSouth Corporation in October 1996. Mr.
Fitzgerald served in various capacities with BellSouth and its predecessors
from 1970 to 1996. Since his retirement, Mr. Fitzgerald has been involved in
numerous civic activities.
Ronald P. Hogan has served as a Director of the Company since October
1997. Since August 1995, Mr. Hogan has served as President and Chief Executive
Officer of Saint Joseph's Health System, Atlanta, Georgia. From April 1994 to
August 1995, Mr. Hogan was an investment advisor with the Wilkinson Group,
Atlanta, Georgia.
Gerald Tellefsen has served as a Director of the Company since October
1997. Since 1984, Mr. Tellefsen has been Chief Executive Officer of the
Tellefsen Consulting Group, Inc., a company based in New York City which serves
as a consultant to the financial industry.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors, certain officers and persons who own more than 10% of the
outstanding common stock of the Company, to file with the Securities and
Exchange Commission reports of changes in ownership of the common stock of the
Company held by such persons. Officers, directors and greater than 10%
shareholders are also required to furnish the Company with copies of all forms
they file under this regulation. To the Company's knowledge, based solely on a
review of the copies of such reports furnished to the Company and
representations that no other reports were required, during fiscal 1999, all
Section 16(a) filing requirements applicable to its officers, directors and
greater than 10% shareholders were complied with, except that Ms. Garrison
failed to timely file a Form 3 upon becoming an executive officer, Mr. Beckham
failed to timely file a Form 4 with respect to two transactions
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and Messrs. Beckham, Davison, Hogan, Tellefsen, Fitzgerald and Ms. Kemp,
failed to timely file a Form 5 to report an option grant.
ITEM 11. EXECUTIVE COMPENSATION.
The following table provides certain summary information concerning
compensation paid or accrued by the Company to or on behalf of the Company's
Chief Executive Officer and the four next most highly compensated officers
whose cash compensation during fiscal 1999 exceeded $100,000 (the "Named
Executive Officers"), for (i) fiscal 1999, (ii) the 12-month period ended
December 31, 1998 (shown because during calendar year 1998, but after the end
of the fiscal year on May 31, 1998, the Company changed its fiscal year end
from May 31 to December 31, 1999), and (iii) fiscal 1998, which ended May 31,
1998.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION
COMPENSATION AWARDS
------------ -------------
SECURITIES
UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION PERIOD SALARY BONUS OPTIONS COMPENSATION(1)
--------------------------- ------ ------ ----- ---------- ------------
<S> <C> <C> <C> <C> <C>
Steve Bostic ..................... Fiscal 1999 $250,000 -- -- --
Chairman and Chief ............. 12/31/97-12/31/98 250,007(2) -- -- --
Executive Officer ........... Fiscal 1998 250,000 -- -- --
Rafael A. Lago* .................. Fiscal 1999 $195,000 -- 6,000 $3,360
President, ..................... 12/31/97-12/31/98 195,000(3) -- -- --
London Campus ............... Fiscal 1998 195,000 -- -- --
Barbara S. Butterfield(4) ........ Fiscal 1999 $175,000 $ -- 10,000 $3,360
Senior Vice President, ......... 12/31/97-12/31/98 135,007(5) 25,000 16,000(6) --
Human Resources ............. Fiscal 1998 124,439 -- 16,000(6) --
Daniel D. Moore(7) ............... Fiscal 1999 $152,565 -- -- --
Chief Financial Officer ........ 12/31/97-12/31/98 55,080 -- 50,000 --
Fiscal 1998 -- -- -- --
Tina A. Garrison ................. Fiscal 1999 $107,029 -- 10,000 $2,248
Senior Vice President, .......... 12/31/97-12/31/98 69,967(8) -- 6,500(9) --
Campus Operations ............... Fiscal 1998 52,350 -- 6,500(9) --
</TABLE>
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* Not an executive officer
(1) Represents matching contribution paid by the Company under the Company's
profit sharing plan.
(2) Includes $104,167 of salary which is also included in the salary amount
listed for fiscal 1998.
(3) Includes $81,250 of salary which is also included in the salary amount
listed for fiscal 1998.
(4) Ms. Butterfield resigned as an officer of the Company effective December
31, 1999.
(5) Includes $56,250 of salary which is also included in the salary amount
listed for fiscal 1998.
(6) Represents the same grant of options to purchase 16,000 shares granted on
March 27, 1998.
(7) Mr. Moore resigned as an officer of the Company effective September 30,
1999.
(8) Includes $26,217 of salary which is also included in the salary amount
listed for fiscal 1998.
(9) Represents the same grant of options to purchase 6,500 shares granted
on March 27, 1998.
EMPLOYMENT AGREEMENT
On November 3, 1999, David J. Horn became Chief Financial Officer of the
Company pursuant to the terms of an Employment and Reimbursement Agreement
among the Company, Mr. Horn and Tatum CFO Partners, LLP ("Tatum"). Tatum, of
which Mr. Horn is a partner, provides personnel for the performance of chief
financial officer services. The agreement provides that Mr. Horn, who is an
employee of the Company, is to receive a salary of $12,152.78 per month and
that Tatum is to receive a fee of $2,430.56 per month.
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Pursuant to the agreement, the Company granted Mr. Horn and Tatum options to
purchase 37,500 and 12,500 shares, respectively, of the Company's Class A
Common Stock at $1.00 per share. The options vest 25% per year over a four year
period commencing on November 3, 1999 (the date of the grant). The agreement
further provides that if Mr. Horn serves as the Company's Chief Financial
Officer for 12 uninterrupted months, he and Tatum will receive another option
grant of 37,500 and 12,500 shares, respectively, exercisable at the greater of
$2.50 per share or the market price of the Company's Class A Common Stock on
November 3, 2000. In the event of a change in control of the Company, all
options issued pursuant to the agreement become immediately exercisable. The
agreement entitles Mr. Horn to vacation consistent with the Company's policy
for senior management but not to participation in the Company's retirement
plan or any other benefit plan. The agreement may be terminated by the
Company, Mr. Horn or Tatum on 30 days advance written notice.
OPTIONS
The following table provides information regarding option grants in
fiscal 1999 to the Named Executive Officers:
OPTION GRANTS IN FISCAL 1999
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
--------------------------------------------------------
% OF TOTAL POTENTIAL REALIZABLE VALUE
NUMBER OF OPTIONS AT ASSUMED ANNUAL RATES
SECURITIES GRANTED TO OF STOCK PRICE
UNDERLYING EMPLOYEES IN EXERCISE APPRECIATION FOR OPTION
OPTIONS FISCAL PRICE(2) EXPIRATION TERM(3)
NAME GRANTED(#) YEAR(1) ($/SHARE) DATE 5% 10%
- --------------------------------- ----------- -------- --------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Steve Bostic..................... -- -- -- -- -- --
Rafael A. Lago................... 6,000 1.5% 5.00 10/27/09 $(21,143) $(15,897)
Barbara S. Butterfield........... 10,000 2.5 4.00 6/10/09 19,047 54,023
Daniel D. Moore.................. -- -- -- -- -- --
Tina A. Garrison................. 10,000 2.5 1.9375 10/1/09 12,185 30,879
</TABLE>
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(1) The Company granted options to purchase an aggregate of 403,700 shares to
employees in the year ended December 31, 1999.
(2) Stock options generally granted with an exercise price equal to the fair
market value of the Company's Class A Common Stock on the date of grant.
(3) The dollar amounts under these columns represent the potential realizable
value of each grant of options assuming that the market price of the
Company's Class A Common Stock appreciates in value from the date of grant
at the 5% and 10% annual rates prescribed by the Securities and Exchange
Commission and therefore are not intended to forecast possible future
appreciation, if any, of the price of the Company's Class A Common Stock.
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The following table presents information regarding stock options
exercised by the Named Executive Officers during 1999 and the value of options
outstanding at December 31, 1999.
AGGREGATED OPTION EXERCISES IN 1999 AND
FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
SHARES ACQUIRED AT FISCAL YEAR-END AT FISCAL YEAR-END
NAME ON EXERCISE VALUE REALIZED EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- ----------------------------- --------------- -------------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Steve Bostic................. -- -- -- $0/$0
Rafael A. Lago............... -- -- 2,800/14,400 $640/$1,920
Barbara S. Butterfield....... 12,200 $18,714 26,000/0 $0/$0
Daniel D. Moore.............. -- -- 0/0 $0/$0
Tina A. Garrison............. -- -- 4,000/15,300 $160/$480
</TABLE>
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COMPENSATION OF DIRECTORS
Non-management directors of the Company receive an annual retainer of
$5,000 and are entitled to receive awards under the Company's 1997 Incentive
Plan. Directors are not separately compensated for serving on the Committees of
the Board of Directors and no director who is an officer or employee of the
Company receives compensation for services rendered as a director.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee currently consists of Gaylen D. Kemp, J.
Robert Fitzgerald and Gerald Tellefsen. During 1999, none of such individuals
engaged in transactions with the Company requiring disclosure.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
Based solely on information made available to the Company, the
following table sets forth certain information as of April 25, 2000 with
respect to the beneficial ownership of the Company's Common Stock by (i) each
person known by the Company to own beneficially more than five percent (5%) of
any class of outstanding Common Stock of the Company, (ii) each director of the
Company, (iii) each of the Named Executive Officers, and (iv) all directors and
executive officers of the Company as a group. Steve Bostic, the Company's
Chairman and Chief Executive Officer, and certain of his affiliates, are the
only holders of Class B Common Stock. Such shares are entitled to ten votes per
share. If at any time any shares of Class B Common Stock are beneficially owned
by any person other than Mr. Bostic (or entities controlled by him) or upon his
death, such shares automatically convert to an equal number of shares of Class
A Common Stock.
<TABLE>
<CAPTION>
Shares Beneficially Owned(1) Percent of Class Percent of
---------------------------- ------------------ Total Voting
Beneficial Owner Class A Class B Class A Class B Power
- ---------------- ------- -------- ------- ------- ---------
<S> <C> <C> <C> <C> <C>
Steve Bostic ........................... 42,000(2) 4,493,517(3) * 61.1% 57.6%
Alice Bostic ........................... -- 2,866,150 -- 38.9 36.7
Stratford Capital Partners, L.P.(4) .... 444,318 -- 9.8% -- *
Oregon Public Employees'
Retirement Fund ..................... 425,000(5) -- 9.4 -- *
Firstar Corporation .................... 362,500(6) -- 8.0 -- *
State Retirement and Pension
System of Maryland .................. 255,000(7) -- 5.6 -- *
Frank Russell Company .................. 230,000(8) -- 5.0 -- *
Paul D. Beckham ........................ 8,000(9) -- * -- *
Fred C. Davison ........................ 4,350(9) -- * -- *
Ronald P. Hogan ........................ 8,300(10) -- * -- *
Gaylen D. Kemp ......................... 4,200(9) -- * -- *
Gerald Tellefsen ....................... 5,800(10) -- * -- *
J. Robert Fitzgerald ................... 5,800(10) -- * -- *
Barbara S. Butterfield(11) ............. 18,000 -- * -- *
Tina A. Garrison ....................... 6,000(12) -- * -- *
Daniel D. Moore(13) ................... -- -- * -- *
Rafael A. Lago ......................... 11,400(14) -- * -- *
All executive officers and
directors as a group
(11 persons)......................... 84,450(15) 4,493,517 1.8% 61.1% 57.6%
</TABLE>
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*Less than 1%.
(1) Unless otherwise indicated, each person has sole voting and investment
power as to all such shares. Shares of Common Stock underlying
exercisable options to purchase Common Stock are deemed to be
outstanding for the purpose of computing the outstanding Common Stock
owned by the particular person and by the group, but are not deemed
outstanding for any other purpose.
(2) Shares held by The Bostic Family Foundation, Inc. over which Mr.
Bostic exercises voting and investment power.
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(3) Includes 602,700 shares of Class B Common Stock owned by the Bostic
Family Limited Partnership over which Mr. Bostic exercises voting and
investment power. Mr. Bostic's business address is 6600
Peachtree-Dunwoody Road, Embassy Row 500, Atlanta, Georgia 30328.
(4) The business address of Stratford Capital Partners, L.P. is 200
Crescent Court, 16th Floor, Dallas, Texas 75201.
(5) Based upon a Schedule 13G dated February 22, 2000 filed by Oregon
Public Employees' Retirement Fund ("OPER"). The Schedule 13G reports
that the OPER shares voting and dispositive power with respect to
425,000 shares. The Company makes no representation as to the accuracy
or completeness of the information reported. The business address of
OPER is 100 Labor and Industries Building, 350 Winter Street, Salem,
Oregon 97310.
(6) Based upon a Schedule 13G/A dated February 14, 2000 filed by Firstar
Corporation ("Firstar"), Firstar Investment Research & Management Co.,
LLC and Firstar MicroCap Fund. The Schedule 13G/A states that Firstar
and Firstar Investment Research & Management Co., LLC have sole voting
and dispositive power with respect to 362,500 shares and that Firstar
MicroCap Fund has sole voting and dispositive power with respect to
309,500 shares. The Firstar MicroCap Fund is an open-end investment
company, the advisor of which is Firstar Investment Research &
Management Co., LLC. The Company makes no representation as to the
accuracy or completeness of the information reported. The business
address of Firstar, Firstar Investment Research & Management Co., LLC
and Firstar MicroCap Fund is 777 East Wisconsin Avenue, Milwaukee,
Wisconsin 53202.
(7) Based upon a Schedule 13G dated February 10, 1999 filed by the State
Retirement and Pension System of Maryland ("SRPSM"). The Schedule 13G
states that SRPSM has sole voting and shared dispositive power with
respect to the shares. The 13G also states that Wellington Management
Company, LLP acts as investment advisor to SRPSM. The Company makes no
representation as to the accuracy or completeness of the information
reported. The business address of SRPSM is 301 West Preston Street,
Room 901-A, Baltimore, Maryland 21201.
(8) Based upon a Schedule 13G dated February 16, 2000 filed by Frank
Russell Company ("FRC"). The Schedule 13G reports that FRC has sole
voting power and shared dispositive power with respect to 230,000
shares. It also reports that all such shares are owned by the Equity
II Fund of Frank Russell Trust Company, a non depository trust
company. FRC is the parent of Frank Russell Trust Company. The Company
makes no representations as to the accuracy or completeness of the
information reported. The business address of FRC is 909 A Street,
Tacoma, Washington 98402.
(9) Includes 4,000 shares of Class A Common Stock subject to presently
exercisable stock options.
(10) Includes 3,300 shares of Class A Common Stock subject to presently
exercisable stock options.
(11) Ms. Butterfield resigned all positions with the Company effective
December 31, 1999.
(12) Represents shares of Class A Common Stock subject to presently
exercisable stock options.
(13) Mr. Moore resigned all positions with the Company effective September
30, 1999.
(14) Includes 5,600 shares of Class A Common Stock subject to presently
exercisable stock options.
(15) Includes 27,900 shares of Class A Common Stock subject to presently
exercisable stock options.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
On August 27, 1999, the Company borrowed $1.0 million from Steve
Bostic, the Company's Chairman and Chief Executive Officer. The amount
outstanding under the promissory note was convertible, at any time at the
option of Mr. Bostic, into shares of the Company's Class B Common Stock at a
price equal to the lower of $2.875 per share or the closing price of the
Company's Class A Common Stock on the date of notice of such conversion. On
December 2, 1999, Mr. Bostic gave notice of his conversion of the promissory
note into the Company's Class B Common Stock. Based on the closing price of the
Company's Class A Common Stock on December 2, 1999, the promissory note was
converted into 1,066,667 shares of the Company's Class B Common Stock.
It is the policy of the Company not to enter into any transaction with
a related party, without the approval of a majority of disinterested directors.
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SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Amendment to be signed on its
behalf by the undersigned, thereunto duly authorized.
EDUTREK INTERNATIONAL, INC.
Date: April 27, 2000 By: /s/ Steve Bostic
-------------------------------------------------
Steve Bostic
Chairman of the Board and Chief Executive Officer
Date: April 27, 2000 By: /s/ Daivd J. Horn
-------------------------------------------------
David J. Horn
Chief Financial Officer
