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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Mark One)
[X] AMENDMENT NO. 1 TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended May 3, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________
Commission file number: 1-14170
NATIONAL BEVERAGE CORP.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 59-2605822
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
ONE NORTH UNIVERSITY DRIVE BOULEVARD 33324
FORT LAUDERDALE, FLORIDA (Zip Code)
(Address of Principal Executive Offices)
(954) 581-0922
(Registrant's Telephone Number, Including Area Code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
COMMON STOCK, PAR VALUE $.01 PER SHARE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
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. [x]
The aggregate market value of the voting stock held by non-affiliates of the
Registrant computed by reference to the closing price on July 28, 1997 was
approximately $40,349,000.
The number of shares of Registrant's common stock outstanding as of July 28,
1997 was 18,465,628.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Proxy Statement for the 1997 Annual Meeting of
Shareholders, which was filed on September 4, 1997, are incorporated by
reference into Part III of this report.
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This Amendment No. 1 to Annual Report on Form-10-K is being filed by
National Beverage Corp. (the "Company") to amend the following items:
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
The table reflecting the high and low closing quotations for the Company's
Common Stock should be deleted and replaced with the following table, which
accounts for the effect of the 100% stock dividend distributed to the Company's
shareholders on October 25, 1996.
<TABLE>
<CAPTION>
1997 1996
--------------------------------------- --------------------------------------
HIGH LOW HIGH LOW
------------------ ------------------ ----------------- -----------------
<S> <C> <C> <C> <C>
First Quarter $ 7 7/16 $4 3/4 $3 1/2 $2 3/4
Second Quarter 10 1/16 6 11/16 3 5/8 2 7/8
Third Quarter 9 7 1/2 3 3/16 2 3/8
Fourth Quarter 12 5/8 7 5/8 4 7/8 3 1/4
</TABLE>
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The first paragraph of Item 10 currently reads "Information concerning
directors and the nominees for director of NBC is included under the caption
"Election of Directors" and "Information as to Nominees and Other Directorships"
in NBC's Proxy Statement for the Annual Meeting of Shareholders to be filed on
or before September 2, 1997, and is hereby incorporated by reference," and is
amended to read "Information concerning directors and officers and the nominees
for director of the Company is included under the captions "Election of
Directors" and "Information as to Nominees and Other Directorships" in the Proxy
Statement for the Company's 1997 Annual Meeting of Shareholders, which was filed
on September 4, 1997, and is incorporated herein by reference to the extent of
the disclosure under such captions."
ITEM 11. EXECUTIVE COMPENSATION
Item 11 currently reads "National Beverage Corp. 1997 Proxy Statement,
which will be filed on or before September 2, 1997, is incorporated herein by
reference," and is amended to read "The
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information concerning executive compensation is included under the caption
"Executive Compensation and Other Information" in the Proxy Statement for the
Company's 1997 Annual Meeting of Shareholders, which was filed on September 4,
1997, and is incorporated herein by reference to the extent of the disclosure
under such caption.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Item 12 currently reads "National Beverage Corp. 1997 Proxy Statement,
which will be filed on or before September 2, 1997, is incorporated herein by
reference," and is amended to read "The information concerning security
ownership of certain beneficial owners and management is included under the
caption "Security Ownership" in the Proxy Statement for the Company's 1997
Annual Meeting of Shareholders, which was filed on September 4, 1997, and is
incorporated herein by reference to the extent of the disclosure under such
caption."
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Item 13 currently reads "National Beverage Corp. 1997 Proxy Statement,
which will be filed on or before September 2, 1997, is incorporated herein by
reference," is amended to read "The information concerning certain
relationships and related transactions is included under the caption "Certain
Relationships and Related Party Transactions" in the Proxy Statement for the
Company's 1997 Annual Meeting of Shareholders, which was filed on September 4,
1997, and is incorporated herein by reference to the extent of the disclosure
under such caption."
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this amended report to be
signed on its behalf by the undersigned, thereunto duly authorized.
NATIONAL BEVERAGE CORP.
(Registrant)
By: /s/ DEAN A. McCOY Date: September 17, 1997
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Dean A. McCoy
Vice President - Controller
(Principal Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this
amended report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
By: /s/ NICK A. CAPORELLA Date: September 17, 1997
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Nick A. Caporella
President, Chief Executive Officer and
Chairman of the Board (Principal Executive
and Financial Officer)
By: /s/ JOSEPH G. CAPORELLA Date: September 17, 1997
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Joseph G. Caporella
Executive Vice President and Secretary
By: /s/ S. LEE KLING Date: September 17, 1997
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S. Lee Kling
Director
By: /s/ JOSEPH P. KLOCK, JR. Date: September 17, 1997
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Joseph P. Klock, Jr.
Director
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