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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K/A
[X]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended January 1, 2000
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: 01-13409
Midas, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware 36-4180556
(State or Other Jurisdiction (Employer Identification No.)
of Incorporation or Organization)
60143
1300 Arlington Heights Road, (Zip Code)
Itasca, Illinois
(Address of Principal Executive
Offices)
(630) 438-3000
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange
Common Stock, par value $.001 on Which Registered
Preferred Stock Purchase Rights New York Stock Exchange
New York Stock Exchange
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 ((S) 229.405 of this chapter) is not contained herein,
and will not be contained, to the best of the 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 10, 2000, the aggregate market value of the Registrant's voting
common equity held by non-affiliates was $368,165,264 (based on closing sale
price of $23.94 on March 10, 2000, as reported for the New York Stock
Exchange-Composite Transactions).
The number of shares of the Registrant's Common Stock, $.001 par value per
share, outstanding as of March 10, 2000 was 15,724,762.
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Item 14 of the report is amended to read as set forth below and Exhibit 99
referred to in amended Item 14(c) is filed herewith.
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) 1. Financial Statements
See Index to Financial Statements on Page F-1.
2. Financial Statement Schedules
See Index to Financial Statements on Page F-1.
(b) Reports on Form 8-K
No Report on Form 8-K was filed by the Registrant during the quarter
ended January 1, 2000.
(c) Exhibits
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Exhibit No. Description
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3(i).1 Certificate of Incorporation (incorporated by reference to
Exhibit 3(i).1 to Midas, Inc. Registration Statement on Form
10/A No. 3 (Post-Effective Amendment No. 1) (Commission File No.
1-13409) (the "Form 10")).
3(i).2 Certificate of Amendment of the Certificate of Incorporation,
dated December 30, 1997 (incorporated by reference to Exhibit
3(i).2 to the Form 10).
3(ii) By-Laws (as amended December 31, 1997) (incorporated by
reference to Exhibit 4.4 to Midas, Inc. Registration Statement
on Form S-8 relating to its Retirement Savings Plans
(Registration No. 333-44625) (the "RSP Form S-8")).
4.1 Certificate of Designation of Series A Junior Participating
Preferred Stock (incorporated by reference to Exhibit 4.3 to the
RSP Form S-8).
4.2 Rights Agreement, dated as of December 31, 1997, between Midas,
Inc. and First Chicago Trust Company of New York (incorporated
by reference to Exhibit 4.5 to the RSP Form S-8).
4.3 Midas' Canadian operations revolving credit agreement, dated
June 29, 1998 with the ABN-AMRO Bank.
10.1 Distribution and Indemnity Agreement dated as of December 31,
1997 among Midas, Inc., Midas International Corporation and
Whitman Corporation (incorporated by reference to Exhibit 2.1 to
Midas, Inc. Current Report on Form 8-K dated January 30, 1998
(the "Form
8-K")).
10.2 Tax Sharing Agreement dated as of December 31, 1997 among Midas,
Inc., Midas International Corporation and Whitman Corporation
(incorporated by reference to Exhibit 2.2 to the Form 8-K).
10.3** Stock Incentive Plan (incorporated by reference to Exhibit 4.4
to Midas, Inc. Registration Statement on Form S-8 relating to
its Stock Incentive Plan (Registration No. 333-44797)).
10.4** Form of Option Agreement
10.5** Form of Restricted Stock Award (incorporated by reference to
Exhibit 10.5 to the Midas, Inc. Annual Report on Form 10-K for
the year ended December 20, 1997 (File No. 01-13409)).
10.6** Form of Change in Control Agreement (incorporated by reference
to Exhibit 10.5 to the Midas, Inc.'s Registration Statement on
Form 10/A No.1 (Commission File No. 01-13409)).
10.7** Agreement with former Chief Executive Officer (incorporated by
reference to Exhibit 10.7 to the Midas, Inc. Annual Report on
Form 10-K for the year ended December 20, 1997 (File No.
01-13409)).
10.8** Form of Restricted Stock Agreement and promissory note.
21 Subsidiaries of Midas, Inc.
23* Consent of KPMG LLP.
27* Financial Data Schedule.
99* Company Proxy Statement for its Annual Meeting of Shareholders
held May 11, 2000 (the "2000 Proxy Statement").
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* Filed herewith
** Management Compensatory Plan or Contract
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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, this day of
September 2000.
Midas, Inc.
/s/ R. Lee Barclay
By: _________________________________
R. Lee Barclay
Executive Vice President and
Chief Financial Officer
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