UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT 1
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR (15d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
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Commission File No. : 0-11927
MOTO PHOTO , INC.
(Exact name of registrant as specified in its charter)
Delaware 31-1080650
(State of Incorporation) (Employer Identification No.)
4444 Lake Center Dr. Dayton, OH 45426
(Address of principal executive offices) (Zip Code)
(937) 854-6686
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Voting Common Stock, $.01 per share value
Common Stock Purchase Warrants, exercisable
on or before December 31, 1997
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 (Section 229.405 of this chapter) 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 of this Form
10-K or any amendment to this Form 10-K. [ ]
State the aggregate market value of the voting stock held by non-affiliates of
the registrant:
$11,034,515.90 in Voting Common Stock
as of March 17, 1997
(last actual transaction price)
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under an plan
confirmed by a court.
Yes No
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Indicate the number of shares outstanding of each of the Registrant's classes of
Common Stock as of March 17, 1997:
7,789,973 shares of Voting Common
0 shares of Non-Voting Common
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive proxy statement for the 1997 annual shareholders'
meeting, to be filed pursuant to Regulation 14A, are incorporated by reference
into Part III.
This Form 10-K/A, Amendment No. 1, is being filed to amend Exhibit 10.21,
`Bonus Arrangements for Certain Officers.''
SIGNATURES
MOTO PHOTO, INC.
By: /s/ David A. Mason
David A. Mason
Executive Vice President
Date: April 1, 1997
EXHIBIT INDEX
Copies of the following documents are filed as exhibits to this report:
NUMBER DESCRIPTION
3.1 Certificate of Incorporation, as amended
(Incorporated by Reference to Exhibit 3.1
to Form 10-K dated March 29, 1995)
3.2 Exhibit bylaws, as amended
(Incorporated by Reference to Exhibit 3.2
to Form 10-K dated May 5, 1989)
4.1 Certificate of Designation of Series G
Preferred Stock (Incorporated by
Reference to Exhibit 4.2 to Form 10-K
dated March 29, 1995)
4.2 Securities Purchase Agreement
dated September 9, 1992 between
Moto Photo, Inc. and Fuji Photo Film U.S.A., Inc.
and Exhibits C, E, F and G to such Agreement
(Incorporated by Reference to Exhibit 28.1
to Form 8-K dated September 9, 1992)
10.1 Employee Incentive Stock Option Plan,
as amended (Incorporated by Reference to Exhibit
4.1 to Form S-8 Registration Statement,
Registration No. 33-14356)
10.2 1992 Moto Photo Performance and Equity
Incentive Plan (Incorporated by Reference to
Appendix A to the Definitive Proxy Statement for
the 1992 Moto Photo Annual Meeting of
Shareholders)
NUMBER DESCRIPTION
10.3 Management Agreement dated April 15, 1983,
between Foto Fair International, Inc. and
National Photo Labs II, Inc. (Incorporated by
Reference to Exhibit 10.20 to Form S-1
Registration Statement,
Registration No. 2-99676)
10.4 Amended and Restated Secured Revolving
Credit Agreement dated as of March 28,
1994 between Moto Photo, Inc. and Bank
One, Dayton, National Association
(Incorporated by Reference to Exhibit 10.15
to Form 10-Q dated August 9, 1994)
10.5 Second Amended and Restated Security
Agreement dated as of May 15, 1994
between Moto Photo, Inc. and Bank One,
Dayton, National Association
(Incorporated by Reference to Exhibit 10.16
to Form 10-Q dated August 9, 1994)
10.6 Amendment to Amended and Restated Secured
Revolving Credit Agreement dated April 25, 1995,
by and between Moto Photo, Inc. and Bank One,
Dayton, N.A. (Incorporated by Reference to Exhibit
10.1 to Form 10-Q dated August 14, 1995)
10.7 Term Loan Agreement dated as of May 15, 1994
between Moto Photo, Inc. and Bank One, Dayton,
National Association (Incorporated by Reference
to Exhibit 10.17 to Form 10-Q dated August 9,
1994)
10.8 First Amendment to Term Loan Agreement
dated as of January 27, 1995
(Incorporated by Reference to Exhibit 10.9 to
Form 10-K dated March 29, 1995)
NUMBER DESCRIPTION
10.9 Promissory Note Modification Agreement
dated March 22, 1996 between Moto Photo, Inc.
and Bank One, Dayton, N.A.
(Incorporated by Reference to Exhibit 10.1 to
Form 10-Q dated May 8, 1996)
10.10 Intercreditor and Subordination Agreement
dated September 9, 1992 between Bank One,
Dayton, National Association, Fuji Photo
Film U.S.A., Inc., and Moto Photo, Inc.
(Incorporated by Reference to Exhibit 28.3
to Form 8-K dated September 9, 1992)
10.11 Amendment dated March 10, 1993 to
Intercreditor Agreement between Bank One,
Dayton, National Association, Fuji Photo
Film U.S.A., Inc. and Moto Photo, Inc.
(Incorporated by Reference to Exhibit 10.25
to form 10-K dated March 23, 1993)
10.12 Term Promissory Note and Security Agreement
dated as of June 7, 1995, by and between Moto
Photo, Inc. and The Provident Bank
(Incorporated by Reference to Exhibit 10.2
to Form 10-Q dated August 14, 1995)
10.13 Amended Supply Agreement dated as of
January 11, 1995 between Moto Photo, Inc.
and Fuji Photo Film U.S.A., Inc. (Incorporated by
Reference to Exhibit 10.12 to Form 10-K dated
March 27, 1996)
10.14 Amendment No. 1 to Warrant Certificate
held by Fuji Photo Film U.S.A., Inc.
(Incorporated by Reference to Exhibit 10.13
to Form 10-K dated March 29, 1995)
10.15 Lease dated as of August 27, 1990
between Moto Photo, Inc. and Sycamore
Partnership (Incorporated by Reference to
Exhibit 10.18 to Form 10-K dated March 29, 1991)
NUMBER DESCRIPTION
10.16 Employment Agreement effective January 1, 1994
with Michael F. Adler (Incorporated by Reference
to Exhibit 10.18 to Form 10-Q dated May 13, 1994)
10.17 Employment Agreement dated June 1,
1996 with David A. Mason (Incorporated by
Reference to Exhibit 10.2 to Form 10-Q dated
August 6, 1996)
10.18 Employment Agreement dated June 1, 1996
with Frank M. Montano
(Incorporated by Reference to Exhibit 10.1
to Form 10-Q dated August 6, 1996)
10.19 Employment Agreement effective September 18,
1994 with Robert Galastro
(Incorporated by Reference to Exhibit 10.27
to Form 10-Q dated November 10, 1994)
10.20 Employment Agreement effective as of
September 1, 1992 with Paul Pieschel
(Incorporated by Reference to Exhibit 10.31
to Form 10-K dated March 25, 1993)
10.21 Bonus Arrangements for Certain Officers
11.0 Statement Re: Computation of Per Share
Amounts (Included with the financial
statements and supplementary data filed
after the signature page of this report)
22.0 List of subsidiaries of the Company
(Incorporated by Reference to Exhibit 22
to Form 10-K dated March 27, 1996)
24.0 Consents of Ernst & Young, LLP
27.0 Financial Data Schedule
BONUS ARRANGEMENTS
The following bonus arrangements have been made for the named officers with
respect to profits of the Company for fiscal year 1997:
Regular Bonus Super Bonus(1)
Mr. Adler $30,000 N/A
plus 7%
of any excess
Mr. Montano $25,000 N/A
plus 5%
of any excess
Mr. Mason $20,000 N/A
plus 4%
of any excess
Ms. Drury 5% of salary 10% of salary
Mr. Lefeld 5% of salary 10% of salary
Mr. Galastro $5,000 plus $7,500 plus
3% of excess 4% of excess
over budgeted over budgeted
profit for his profit for his
department department
Mr. Swartz $7,500 plus $11,000 plus
3% of excess 4% of excess
over budgeted over budgeted
profit for his profit for his
department and department and
1% of dollars 2% of excess
over budgeted over budgeted
profit for wholesale profit for wholesale
department department
(1) The `regular bonus'' and the ``super bonus'' are based on target levels for
corporate profits, which vary by position. If corporate profits reach the
`regular bonus'' level, the named officer will get the ``regular bonus''
indicated. If corporate profits reach the `super bonus'' level, the named
officer will get only the `super bonus'' indicated, not both the "regular bonus"
and the "super bonus".
