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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year Commission file no. 0-10823
ended February 28, 1995 -------
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BCT INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 22-2358849
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(State or other jurisdiction of (I.R.S. Employer Identification
incorporation of organization) No.)
3000 NE 30th Place, Fifth Floor, Fort Lauderdale, Florida 33306
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (305) 563-1224
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Securities registered pursuant to Section 12 (b) of the Act:
NONE
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Securities registered pursuant to Section 12 (g) of the Act:
COMMON STOCK, par value $.04 per share
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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 Registrant's voting stock held by non-
affiliates of Registrant, at May 15 , 1995 was approximately $14,914,198.
The number of shares outstanding of Registrant's Common Stock, par value
$.04 per share, at May 15 , 1995 was 4,778,740.
DOCUMENTS INCORPORATED BY REFERENCE
NONE
This document consists of 53 pages.
The Index to exhibits appears on pages 25 through 26.
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(c) Exhibits
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3.1 Certificate of Incorporation of the Company, as amended.
3.2 By-Laws of the Company, as amended, as filed with the SEC
as Exhibit 3.1 to the Company's 1984 Registration
Statement on Form S-1, are incorporated herein by
reference.
4.1 Certificate of Designations, Preferences and Rights of
Series A Convertible Preferred Stock, as filed with the
SEC as Exhibit 4.2 to the Company's report on Form 10-K
for the fiscal year ended February 29, 1992, is
incorporated herein by reference.
4.2 Certificate of Designations, Preferences and Rights of
Series B Convertible Preferred Stock, as filed with the
SEC as Exhibit 4.2 to the Company's report on Form 10-K
for the fiscal year ended February 28, 1994, is
incorporated herein by reference.
10.1 Agreement dated May 7, 1992, between the Company and Bill
LeVine, as filed with the SEC as Exhibit 10.7 to the
Company's report on Form 10-K for the fiscal year ended
February 29, 1992, is incorporated herein by reference.
10.2 Form of March 1994 subscription agreement for Series B
Convertible Preferred Stock as filed with the SEC as
Exhibit 10.4 to the Company's report on Form 10-K for the
fiscal year ended February 29, 1994, is incorporated
herein by reference.
10.3 Consulting Agreement dated March 1, 1992, between the
Company and Henry A. Johnson, as filed with the SEC as
Exhibit 10.10 to the Company's report on Form 10-K for the
fiscal year ended February 29th, 1992, is incorporated
herein by reference.
10.4 Employment Agreement dated March 1, 1993 between the
Company and William A. Wilkerson, as filed with the SEC as
Exhibit 10.9 to the Company's report on Form 10-K
fiscal year ended February 28, 1993, is corporated herein
by reference.
10.5 Agreement dated January 1, 1993 between Business Cards
Tomorrow, Inc. Hence/EDP, as filed with the SEC as Exhibit
10.12 Company's report on Form 10-K for the fiscal year
ended February 28, 1993, is incorporated herein by
reference.
10.6 Note Agreement and Security Agreement dated May 27, 1993
between BCT Delray, Inc. and Carney Bank, as filed with
the SEC as Exhibit 10.19 to the Company's report on Form
10-K for the fiscal year ended February 28 1993, is
incorporated herein by reference.
10.7 Purchase and Sale Agreement dated April 12, 1993 between
Business Cards Tomorrow, Inc. and David Falk, as filed
with the SEC as Exhibit 10.13 to the Company's report on
Form 10-K for the fiscal year ended February 28, 1993, is
incorporated herein by reference.
10.8 Purchase and Sale Agreement dated March 10, 1993 between
Business Cards Tomorrow, Inc. and A.B. & W. H.
Enterprises, Inc., as filed with the SEC as Exhibit 10.14
to the Company's report on Form 10-K for the fiscal year
ended February 28, 1993, is incorporated herein by
reference.
10.9 Assignment of Contract dated May 12, 1993 between Business
Cards Tomorrow, Inc. and T.K.O. Enterprises, Inc., as
filed with the SEC as Exhibit 10.15 to the Company's
report on Form 10-K for the fiscal year ended February 28,
1993, is incorporated herein by reference.
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Page 25
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10.10 Guaranty dated May 12, 1993 between Business Cards
Tomorrow, Inc. and A.B. & W. H. Enterprises, Inc., as
filed with the SEC as Exhibit 10.16 to the Company's
report on Form 10-K for the fiscal year ended February 28,
1993, is incorporated herein by reference.
10.11 Agreement dated February 1, 1994 between the Company and
Barber & Bronson, Inc. as filed with the SEC as Exhibit
10.18 to the Company's report on Form 10-K for the fiscal
year ended February 28, 1994, is incorporated herein by
reference.
10.12 Agreement dated May 24, 1993 between the Company and
American Equipment Leasing, Inc. as filed with the SEC as
Exhibit 10.19 to the Company's report on Form 10-K for the
fiscal year ended February 28, 1994, is incorporated
herein by reference.
10.13 Line of Credit Agreement dated October 5, 1994 between the
Company and Intercontinental Bank.
10.14 Employment letter dated March 2, 1995 between the Company
and A. George Cann.
27 Financial Data Schedule for Commercial and Industrial
Companies. Article 5 of Regulation S-X.
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