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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM 10-K/A-1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997 COMMISSION FILE NUMBER 0-9387
Empi, Inc.
(Exact name of registrant as specified in its charter)
MINNESOTA 41-1310335
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
599 CARDIGAN ROAD
ST. PAUL, MINNESOTA 55126
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (612) 415-9000
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Securities registered pursuant to Section 12 (b) of the Act: NONE
Securities registered pursuant to Section 12 (g) of the Act:
NO PAR VALUE COMMON STOCK
(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 twelve 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 voting stock held by non-affiliates of the
registrant on March 3, 1998, was approximately $ 129,760,391.
The number of shares outstanding of the registrant's class of common stock as
of March 3, 1998, was 7,746,889 shares of no par value common stock.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for the Annual Meeting of Shareholders to be
held April 29, 1998 are incorporated by reference into Part III.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) (1) AND (2) -- FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES.
See Index to Consolidated Financial Statements and Schedules, which begins
on Page F-1 immediately following the signature page to this report
(previously filed).
(3) -- EXHIBITS.
(3.1) Restated Articles of Incorporation, as amended, have been filed
as Exhibit 3.1 to the Company's Report on Form 10-K for the
fiscal year ended December 31, 1996, and are included herein by
reference pursuant to Rule 12b-32.
(3.2) Bylaws together with amendment adopted June 12, 1986 have been
filed as Exhibit 3.2 to the Company's Report on Form 10-K for
the fiscal year ended December 31, 1987, and are included
herein by reference pursuant to Rule 12b-32.
(4.1) Certificate for shares of Common Stock has been filed as Exhibit
4.1 to the Company's Registration Statement on Form S-2,
Registration No. 33-42568, and is incorporated herein by
reference pursuant to Rule 12b-32.
(10.1) Employment agreement with Donald D. Maurer dated May 1, 1993 has
been filed as Exhibit 10.3 to the Company's Report on Form 10-K
for the fiscal year ended December 31, 1993, and is incorporated
herein by reference pursuant to Rule 12b-32.*
(10.2) Empi, Inc. 1987 Stock Option Plan together with forms of
incentive and non-qualified option agreements has been filed as
Exhibit 10.7 to the Company's Report on Form 10-K for the fiscal
year ended December 31, 1987, and is incorporated herein by
reference pursuant to Rule 12b-32.*
(10.3) Amendment to Empi, Inc. 1987 Stock Option Plan has been filed as
Exhibit 10.8 to the Company's Report on Form 10-K for the fiscal
year ended December 31, 1992, and is incorporated herein by
reference pursuant to Rule 12b-32.*
(10.4) Amendment to Empi, Inc. 1987 Stock Option Plan dated December
22, 1992 has been filed as Exhibit 10.13 to the Company's
Report on Form 10-K for the fiscal year ended December 31,
1993, and is incorporated herein by reference pursuant to Rule
12b-32.*
(10.5) Amendment to Empi, Inc. 1987 Stock Option Plan dated February 9,
1995 has been filed as Exhibit 10.16 to the Company's Report on
Form 10-K for the fiscal year ended December 31, 1994, and is
incorporated herein by reference pursuant Rule 12b-32.*
(10.6) Employment agreement with Joseph E. Laptewicz dated October 1,
1994 has been filed as Exhibit 10 to the Company's Report on
Form 10-Q for the quarter ended September 30, 1994, and is
incorporated herein by reference pursuant to Rule 12b-32.*
(10.7) Lease dated June 14, 1996 between the Company and Cardigan
Investments, a limited Partnership, covering office/light
manufacturing space in St. Paul, Minnesota has been filed as
Exhibit 10 to the Company's Report on Form 10-Q for the quarter
ended September 30, 1996, and is included herein by reference
pursuant to Rule 12b-32.
(10.8) Empi, Inc. 1997 Employee Stock Purchase Plan has been filed as
Exhibit 10.9 to the Company's Report on Form 10-K for the fiscal
year ended December 31, 1996, and is incorporated herein by
reference pursuant to Rule 12b-32.*
<PAGE>
ITEM 14. -- EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM
8-K - CONTINUED
(10.9)** Empi, Inc. 1997 Stock Option Plan together with forms of
incentive and non-qualified option agreements.*
(10.10)** Separation Agreement with Donald D. Maurer dated May 1, 1997.*
(21) A list of Subsidiaries of the Company has been filed as
Exhibit 21 to the Company's Report on Form 10-K for the fiscal
year ended December 31, 1993, and is incorporated herein by
reference pursuant to Rule 12b-32.
(23)** Consent of Independent Auditors.
(24)** Power of Attorney for Joseph E. Laptewicz Jr., Patrick D.
Spangler, Donald D. Maurer, Scott R. Anderson, M. Nazie
Eftekhari, Kenneth F. Tempero, and Everett F. Carter.
(27.1) Financial Data Schedule for fiscal year ended December 31, 1997
(Filed only in electronic format).
(27.2) Financial Data Schedule for fiscal years ended December 31,
1995 and 1996 and Quarters 1,2 and 3 of 1996 (Filed only in
electronic format).
(27.3) Financial Data Schedule for Quarters 1,2 and 3 of 1997 (Filed
only in electronic format).
*Management contract or compensatory plan.
**Previously filed
(b) REPORTS ON FORM 8-K
No Reports on Form 8-K were filed during the quarter ended December 31,
1997.
(c) EXHIBITS
The response to this portion of Item 14 (a) (3) is submitted as a
separate section of this Report (previously filed).
(d) FINANCIAL STATEMENT SCHEDULE
See Index to Consolidated Financial Statements and Financial Statement
Schedule beginning on Page F-1 immediately following the signature page
of this Report (previously filed).
<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 to be signed on its
behalf by the undersigned, thereunto duly authorized.
EMPI, INC.
March 31, 1998 By /s/ Joseph E. Laptewicz, Jr.
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Joseph E. Laptewicz Jr., President and Chief
Executive Officer;
* Attorney-in-Fact pursuant to Power of
Attorney filed with Form 10-K for year ended
December 31, 1997
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
March 31, 1998 /s/ Joseph E. Laptewicz, Jr.
--------------------------------------
Joseph E. Laptewicz Jr., President,
Chief Executive Officer and Director
(Principal Executive Officer)
March 31, 1998 *
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Patrick D. Spangler, Vice President,
Chief Financial Officer and Assistant
Secretary (Principal Financial and
Accounting Officer)
March 31, 1998 *
--------------------------------------
Donald D. Maurer, Chairman Emeritus
March 31, 1998 *
--------------------------------------
Scott R. Anderson, Chairman
March 31, 1998 *
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M. Nazie Eftekhari, Director
March 31, 1998 *
--------------------------------------
Kenneth F. Tempero, Director
March 31, 1998
--------------------------------------
Harold G. Olson, Director
March 31, 1998 *
--------------------------------------
Everett F. Carter, Director
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THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
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THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
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