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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 2
TO
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended Commission File Number
December 26, 1998 0-7166
DOUGHTIE'S FOODS, INC.
(Exact name of Registrant as specified in its charter)
VIRGINIA 54-0903892
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
2410 WESLEY STREET, PORTSMOUTH, VIRGINIA 23707 (Address of
principal executive offices)
Registrant's telephone number, including area code: (757) 393-6007
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<PAGE>
The undersigned company (the "Company") hereby amends its Annual Report on
Form 10-K for the fiscal year ended December 26, 1998, by restating Item 11,
which is restated as amended as follows:
ITEM 11. EXECUTIVE COMPENSATION
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Summary Compensation Table
The following summary compensation table presents information about the
compensation paid by the Company during its three most recent fiscal years to
those individuals who were, as of the end of the last completed fiscal year, the
Company's Chief Executive Officer and its four next highest paid executive
officers.
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION(1) COMPENSATION
-------------------------- ------------
Other All
Annual Other
NAME AND Compen- Securities Compen-
PRINCIPAL sation Underlying sation
POSITION Year Salary($) Bonus($) ($)(3) Options (#)(4) ($)(2)
- ----------------------------------------------------------- ------------ --------
<S> <C> <C> <C> <C> <C> <C>
Steven C. Houfek 1998 140,041 29,000 5,448 15,000 4,624
President and Chief 1997 130,489 25,000 5,045 -0- 4,666
Executive Officer 1996 125,597 20,000 4,583 -0- 3,914
Vernon W. Mules 1998 152,573 15,000 -0- -0- 4,577
Chairman of 1997 152,573 -0- -0- -0- 4,577
the Board 1996 152,573 -0- -0- -0- 4,577
Marion S. Whitfield, Jr. 1998 112,523 20,000 2,173 3,000 3,891
Senior Vice President 1997 107,175 15,000 2,069 -0- 3,637
1996 102,339 12,000 1,973 -0- 3,129
Thomas G. Brown 1998 86,289 17,000 -0- 3,000 3,009
Vice President -- 1997 79,764 14,000 1,623 -0- 2,802
Purchasing 1996 70,822 12,000 3,053 -0- 2,396
Robert F. Horton 1998 84,114 19,000 -0- 7,500 2,883
Vice President -- 1997 67,270 12,000 -0- -0- 2,168
Business Development 1996 54,635 5,000 -0- -0- 1,639
</TABLE>
(1) While the five named individuals received perquisites or other personal
benefits in the years shown, in accordance with Securities and Exchange
Commission regulations, the value of these benefits are not indicated
since they did not exceed the lesser of $50,000 or 10% of the
individual's salary and bonus in any year.
(2) The amounts shown in the column captioned "All Other Compensation"
consist entirely of the Company's matching contributions to the 401(k)
Plan for the benefit of the named executive. The 401(k) Plan, which
became effective as of July 1, 1992, covers virtually all full-time
employees except those covered by a collective bargaining agreement.
The Company makes contributions to the plan based on 50% of the
participants' contributions, which can range from 1% to 6% of total
compensation. Participating employees may also make unmatched
contributions to the 401(k) Plan up to 15% of total compensation.
(3) The amounts shown in the column captioned "Other Annual Compensation"
consist entirely of amounts paid in lieu of accrued vacation.
(4) The amounts shown in the column captioned "Securities Underlying
Options" represent the number of options for Common Stock granted on
January 9, 1998, subject to shareholder approval, which approval was
obtained at the annual meeting of shareholders on May 21, 1998,
pursuant to the terms of the 1998 Stock Incentive Plan. One-half of the
options granted to each officer were exercisable on September 22, 1998,
one-quarter of such options were exercisable after January 9, 1999, and
one-quarter of such options are exercisable after January 9, 2000.
However, all options shall vest and become immediately exercisable upon
a change in control of the Company.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS(1) POTENTIAL REALIZABLE VALUE
------------------------------------------- AT ASSUMED ANNUAL RATES OF
% OF TOTAL OPTIONS STOCK PRICE APPRECIATION
NUMBER OF SECURITIES GRANTED TO FOR OPTION TERM (3)
UNDERLYING OPTIONS EMPLOYEES IN FISCAL --------------------------
NAME GRANTED (#)(2) YEAR 5%($) 10%($)
- ---- -------------------- ------------------- ---------- ------------
<S> <C> <C> <C> <C>
Steven C. Houfek 15,000 37.0% 61,317 155,390
Vernon W. Mules -0- 0.0% -0- -0-
Marion S. Whitfield, Jr. 3,000 7.4% 12,263 31,078
Thomas G. Brown 3,000 7.4% 12,263 31,078
Robert F. Horton 7,500 18.5% 30,659 77,695
</TABLE>
(1) All options granted expire January 9, 2008 and are exercisable at a
base price of $6.50.
(2) The options are exercisable with respect to the underlying shares as
follows: 50 percent on September 22, 1998; 25 percent after January 9,
1999 and the remaining 25 percent after January 9, 2000.
(3) The potential realizable value is calculated based on the fair market
value on the date of grant, which is equal to the exercise price of the
option, assuming that the shares appreciate in value from the option
grant date compounded annually until the end of the option term at the
rate specified (5% or 10%) and that the option is exercised and sold on
the last day of the option term for the appreciated share price.
Potential realizable value is net of the option exercise price. The
assumed rates of appreciation are specified in the rules and
regulations of the SEC and do not represent the Company's estimate or
projection of future prices of the shares.
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
SHARES OPTIONS AT 12/26/98 AT 12/26/98 ($)(1)
ACQUIRED ON VALUE -------------------------- --------------------------
NAME EXERCISE (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ------------ ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Steven C. Houfek -0- -0- 7,500 7,500 2,348 2,348
Vernon W. Mules -0- -0- -0- -0- -0- -0-
Marion S. Whitfield, Jr. -0- -0- 1,500 1,500 470 470
Thomas G. Brown -0- -0- 1,500 1,500 470 470
Robert F. Horton -0- -0- 3,750 3,750 1,174 1,174
</TABLE>
(1) Value based on the closing price of a share of Common Stock of $6.813
on December 24, 1998, as reported on the Nasdaq SmallCap Market, minus
the exercise price, rounded to the nearest dollar.
Directors' Compensation
Directors who are not officers of the Company are paid an annual salary
of $4,000, plus a fee of $500 per meeting attended, as well as reimbursement for
travel and lodging expenses incurred in connection with such attendance. Each of
the non-employee directors was awarded 400 nonstatutory stock options under the
terms of the 1998 Plan on May 21, 1998, with one-third of such options
exercisable on May 22, 1998, one-third of such options exercisable on the date
of the second annual meeting after May 21, 1998, and one-third exercisable on
the date of the third annual meeting after May 21, 1998. However, all options
shall vest and become immediately exercisable upon a change in control of the
Company.
Compensation Committee Interlocks and Insider Participation
Mr. Waddell, a director since 1996 and a member of the Compensation
Committee, is a partner in the law firm of McGuire, Woods, Battle & Boothe,
L.L.P., which has served as counsel to the Company on a regular basis since
1974.
<PAGE>
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 on Form 10-K/A
to be signed on its behalf by the undersigned, thereunto duly authorized.
DOUGHTIE'S FOODS, INC.
Dated: July 19, 1999 /s/ Steven C. Houfek
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Steven C. Houfek
President and Chief
Executive Officer
