SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 2000
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES ACT OF 1934
For the transition period from to
Commission file number 000-23740
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INNOTRAC CORPORATION
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(Exact name of registrant as specified in its charter)
Georgia 58-1592285
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
6655 Sugarloaf ParkwayDuluth, Georgia 30097
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (678) 584-4000
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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
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Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Outstanding at August 7, 2000
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Common Stock at $.10 par value 11,204,995 Shares
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PART II - OTHER INFORMATION
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
On May 17, 2000 the Company held its annual meeting of shareholders. A quorum of
10,977,089 out of 11,214,995 shares eligible to be voted (97.9%) were
represented at the meeting either in person or by proxy. The purpose of the
meeting was to re-elect two directors whose terms expired in 2000, approve the
Company's 2000 Stock Option and Incentive Award Plan and approve the Company's
Senior Executive Compensation Plan. At the meeting, Messrs. William H. Scott,
III and Martin J. Blank were both re-elected for a three-year term, which
expires 2003, and both the 2000 Stock Option and Incentive Award Plan and the
Senior Executive Compensation Plan were approved. For both nominees, the number
of votes cast in favor was 10,352,819, against was 624,270, and the number of
abstentions and broker non-votes was zero. With respect to the 2000 Stock option
and Incentive Plan, 9,485,392 shares were voted in favor, 1,460,407 shares were
voted against and 31,290 shares abstained. With respect to the Senior Executive
Compensation Plan, 10,167,934 shares were voted in favor, 771,905 shares were
voted against and 37,250 shares abstained.
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit
Number Descripton
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10.1 Return.com Online, Inc. Shareholder Agreement
(previously filed with the Securities and Exchange
Commission on August 14, 2000 on Quarterly Report
on Form 10-Q)
10.2 Amended and Restated Employment Agreement *
27 Financial Data Schedule (for SEC use only)
(previously filed with the Securities and Exchange
Commission on August 14, 2000 on Quarterly Report
on Form 10-Q)
* Filed herewith
(b) Reports on Form 8-K - There were no Form 8-K filings during the quarter
ended June 30,2000.
12
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SIGNATURES
Pursuant to the requirements 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.
INNOTRAC CORPORATION
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(Registrant)
Date: August 21, 2000 By: /s/ Scott D. Dorfman
Scott D. Dorfman
President and Chief Executive
Officer and Chairman of the Board
Date: August 21, 2000 By: /s/ David L. Gamsey
David L. Gamsey
Senior Vice President , Chief
Financial Officer and Secretary
(Principal Financial Officer)
13
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EXHIBIT INDEX
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Exhibit
Number Descripton
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10.1 Return.com Online, Inc. Shareholder Agreement
(previously filed with the Securities and Exchange
Commission on August 14, 2000 on Quarterly Report
on Form 10-Q)
10.2 Amended and Restated Employment Agreement *
27 Financial Data Schedule (for SEC use only)
(previously filed with the Securities and Exchange
Commission on August 14, 2000 on Quarterly Report
on Form 10-Q)
* Filed herewith
