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FORM 10-Q/A-1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
June 30, 1994
For the quarterly period ended__________________________
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from__________to__________________
0-4781
Commission file number_____________________________________
MARKET FACTS, INC.
________________________________________________________________________________
(Exact name of registrant as specified in its charter)
Delaware 36-2061602
_______________________________ ____________________________________
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3040 West Salt Creek Lane, Arlington Heights, Illinois 60005
______________________________________________________ __________
(Address of principal executive offices) (Zip Code)
(708) 590-7000
Registrant's telephone number, including area code ____________________________
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 THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE REGISTRANT'S CLASSES OF
COMMON STOCK, AS OF THE LATEST PRACTICABLE DATE.
1,787,839 common shares as of August 8, 1994
________________________________________________________________________________
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PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
Exhibit Number Description
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(2)(1) Stock Purchase Agreement by and among Market Facts,
Inc. and John C. Robertson and Roberta Robertson dated
as of April 27, 1994.
(3)(a)(4) Composite Certificate of Incorporation as Amended and
Currently in Effect.
(3)(b)(2) By-laws as Amended and Currently in Effect.
(4)(a)(4) Article Fourth of Certificate of Incorporation is
included in Exhibit (3)(a) above.
(4)(b)(5) The Stockholder Rights Plan.
(10.1) Promissory note dated April 1, 1994 between Market
Facts, Inc. and Stephen J. Weber.
(10.2)(1) Employment Agreement by and among Market Facts of
Canada, Ltd., Market Facts, Inc. and John C. Robertson
dated as of April 14, 1994.
(10.3)(3) 1982 Executive Incentive Stock Option Plan.
(10.4)(2) Mortgage and Security Agreement dated April 11, 1990
between American National Bank and Trust Company as
Trustee under Trust No. 110201-04 and The Manufacturers
Life Insurance Company together with Mortgage Note.
(b) Reports on Form 8-K.
None.
_________________________
(1) Incorporated by reference to Registrant's Quarterly Report on Form 10-Q for
the quarterly period ended March 31, 1994.
(2) Incorporated by reference to Registrant's Annual Report on Form 10-K for its
fiscal year ended December 31, 1992.
(3) Incorporated by reference to Exhibit No. 10(d) of Registrant's Annual Report
on Form 10-K for its fiscal year ended December 31, 1981, commission file
number 0-4781.
(4) Incorporated by reference to Registrant's Annual Report on Form 10-K/A-1 for
its fiscal year ended December 31, 1993.
(5) Incorporated by reference to Exhibit No. 4 of Registrant's Form 8-K dated
August 7, 1989, commission file number 0-4781.
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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.
Market Facts, Inc.
______________________________
(Registrant)
April 28, 1995 Timothy J. Sullivan
Date:____________________ ______________________________
Timothy J. Sullivan
Vice President, Treasurer
and Assistant Secretary
(Principal Accounting Officer)
April 28, 1995 Glenn W. Schmidt
Date:____________________ ______________________________
Glenn W. Schmidt
Executive Vice President,
Assistant Secretary and
Assistant Treasurer (Principal
Financial Officer)
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INDEX TO EXHIBITS
Exhibit Number Description
-------------- -----------
(2)(1) Stock Purchase Agreement by and among Market Facts, Inc.
and John C. Robertson and Roberta Robertson dated as of
April 27, 1994.
(3)(a)(4) Composite Certificate of Incorporation as Amended and
Currently in Effect.
(3)(b)(2) By-laws as Amended and Currently in Effect.
(4)(a)(4) Article Fourth of Certificate of Incorporation is
included in Exhibit (3)(a) above.
(4)(b)(5) The Stockholder Rights Plan.
(10.1) Promissory note dated April 1, 1994 between Market
Facts, Inc. and Stephen J. Weber.
(10.2)(1) Employment Agreement by and among Market Facts of
Canada, Ltd., Market Facts, Inc. and John C. Robertson
dated as of April 14, 1994.
(10.3)(3) 1982 Executive Incentive Stock Option Plan.
(10.4)(2) Mortgage and Security Agreement dated April 11, 1990
between American National Bank and Trust Company as
Trustee under Trust No. 110201-04 and The Manufacturers
Life Insurance Company together with Mortgage Note.
(b) Reports on Form 8-K.
None.
_________________________
(1) Incorporated by reference to Registrant's Quarterly Report on Form 10-Q for
the quarterly period ended March 31, 1994.
(2) Incorporated by reference to Registrant's Annual Report on Form 10-K for its
fiscal year ended December 31, 1992.
(3) Incorporated by reference to Exhibit No. 10(d) of Registrant's Annual Report
on Form 10-K for its fiscal year ended December 31, 1981, commission file
number 0-4781.
(4) Incorporated by reference to Registrant's Annual Report on Form 10-K/A-1 for
its fiscal year ended December 31, 1993.
(5) Incorporated by reference to Exhibit No. 4 of Registrant's Form 8-K dated
August 7, 1989, commission file number 0-4781.
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MARKET FACTS, INC.
3040 WEST SALT CREEK LANE
ARLINGTON HEIGHTS, ILLINOIS 60005
PHONE: 708-590-7000
FAX: 708-590-7010
CHICAGO BOSTON
NEW YORK CINCINNATI
WASHINGTON, D.C. TORONTO
LOS ANGELES MONTREAL
PROMISSORY NOTE
$27,750.00 Arlington Heights, Illinois
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April 1, 1994
-------------------------------
FOR VALUE RECEIVED, Stephen J. Weber ("Borrower"), hereby promises to pay to
Market Facts, Inc. ("Market Facts") at Market Facts' address at 3040 West Salt
Creek Lane, Arlington Heights, Illinois 60005 or at such other place as Market
Facts may designate from time to time in writing the principal sum of Twenty-
seven Thousand, Seven Hundred Fifty and No One-hundredths Dollars ($27,750.00),
in lawful currency of the United States of America.
1. Payment of Principal. If not otherwise paid or forgiven pursuant to
Paragraph 5 of this Note, the principal sum shall be repaid in ten (10) annual
installments of Two Thousand Seven Hundred Seventy-five Dollars ($2,775.00)
each, on the dates specified below and, if not sooner paid in full, on
February 1, 2004. Annual payments hereunder shall be made on the following
dates: February 1, 1995; February 1, 1996; February 1, 1997; February 1, 1998;
February 1, 1999; February 1, 2000; February 1, 2001; February 1, 2002;
February 1, 2003 and February 1, 2004.
2. Interest. This Note shall bear interest at a rate of nine percent (9%)
upon the occurrence of an Event of Default (as defined herein).
3. Costs of Collection. Should the indebtedness represented by this Note or
any part hereof be placed in the hands of attorneys for collection after an
Event of Default, the Borrower agrees to pay, in addition to the principal and
any interest due and payable thereon, all costs of collecting this Note,
including reasonable attorney's fees and expenses.
4. Prepayment. The Borrower may from time to time prepay this Note in whole
or in part, without premium or penalty.
5. Note Issued in Connection with Employment. Borrower acknowledges that
Market Facts offers loans to its employees from time to time. Borrower further
acknowledges that this Note is issued by Borrower as an employee of Market
Facts. Accordingly, this Note shall accelerate and all amounts of principal and
any interest due and owing hereunder shall become immediately due and payable
upon termination of Borrower's employment with Market Facts for any reason.
During the term of this Note, Market Facts shall forgive the principal payments
due hereunder on each of the following dates: February 1, 1996; February 1,
1998; February 1, 2000; February 1, 2002; February 1, 2004; provided that
Borrower is employed by Market Facts on the date such payment is due. Such
forgiveness to be effective on the date each such payment is due.
This Note does not confer upon Borrower any right with respect to
continuation of employment by Market Facts or any affiliate of Market Facts, nor
interfere with the right of Market Facts or any such affiliate to terminate his
or her employment at any time.
6. Non-Negotiability. This Note is non-negotiable and non-assignable;
provided, however, that the interest of Market Facts may be transferred to the
transferees or assigns of Market Facts; provided, further, that the payments to
be made hereunder (exclusive of any enforcement rights with respect hereto) may
be pledged or assigned by Market Facts as collateral.
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7. Events of Default. The occurrence of any one or more of the following
shall constitute an Event of Default hereunder:
(a) The Borrower shall fail to pay any installment of principal within
twenty (20) days after the same becomes due.
(b) The Borrower shall make an assignment for the benefit of creditors,
or shall admit in writing its inability to pay its debts as they
become due, or shall file a voluntary petition in bankruptcy, or
shall be adjudicated a bankrupt or insolvent.
(c) An involuntary petition in bankruptcy shall have been filed against
the Borrower, and the same shall not have been dismissed within 60
days.
(d) Termination of Borrower's employment with Market Facts.
8. Remedies in the Event of Default. If an Event of Default occurs and is
continuing:
(a) This Note, together with all principal and any interest due and owing
hereunder shall become immediately due and payable (including,
without limitation, that amount that would have been forgiven
pursuant to Paragraph 5 had Borrower remained in Market Facts'
employ) without demand, or legal process of any kind.
(b) Market Facts may proceed to protect and enforce Market Facts' rights
by suit in equity or by action at law, whether for the specific
performance of any covenant, agreement or provision of this Note, or
in aid of the exercise of any power granted herein, and may proceed
to enforce the payment of this Note or to enforce any other legal or
equitable rights with respect thereto.
No delay or failure in declaring any such default or in enforcing any such
right, power or remedy, and no course of dealing between Market Facts and the
Borrower, or in any other person, firm, corporation or entity, and no failure by
Market Facts or the Borrower, or any other person, firm, corporation or entity
to act in good faith, shall constitute a waiver of any right, power or remedy
available to Market Facts, or in any way or manner prejudice, impair, diminish
or restrict any right, power or remedy available to Market Facts.
Demand, presentment, protest and notice of nonpayment and protest are
hereby waived by Borrower.
9. Waivers of Default. Market Facts may waive any past default under this
Note and its consequences; provided, however, that no waiver of a default shall
be effective unless and until set forth in a writing signed by Market Facts.
Upon the giving of a waiver as provided in this Paragraph 9, such default shall
cease to exist, and any Event of Default arising therefrom shall be deemed to
have been remedied and cured for every purpose of this Note. No such waiver
shall extend to any subsequent or other default or impair any right, power or
remedy with respect to any subsequent or other default.
10. General. This Note shall be construed in accordance with the laws of the
State of Illinois. Any notice or other communication required, permitted or
desirable hereunder shall be sufficiently given if sent by United States mail,
postage prepaid, certified or registered mail, return receipt requested, to the
party's last known address.
11. Investment Representation. Borrower is aware of Market Facts' business
affairs and financial condition, and has acquired sufficient information about
Market Facts to reach an informed and knowledgeable decision to acquire shares
of Market Facts, Inc. common stock. Borrower is purchasing these shares for
investment purposes only and not with a view to, or for the resale in connection
with, any "distribution" thereof for purposes of the Securities Act of 1933.
IN WITNESS WHEREOF, the Borrower has executed this Note on the date first
written above.
BORROWER:
/s/ STEPHEN J. WEBER
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