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, 1997
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, 1998
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. [ X]
State the aggregate market value of the voting stock held by non-affiliates of
the registrant:
$14,376,801.55 in Voting Common Stock
as of March 24, 1998
(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 24,1998:
7,805,973 shares of Voting Common
0 shares of Non-Voting Common
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive proxy statement for the 1998 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 include Exhibit 11.0,
`Computation of Per Share Earnings.''
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.
MOTO PHOTO, INC.
By /s/ David A. Mason
David A. Mason
Executive Vice President
Date April 2, 1998
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 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)
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 Loan and Security Agreement dated as of
February 19, 1997, between Moto Photo, Inc. and The
Provident Bank (Incorporated by Reference to Exhibit 10.2
to Form 10-Q dated May 9, 1997)
10.5 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)
10.6 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)
10.7 Project Agreement dated as of February 6, 1998 between
Fuji Photo Film U.S.A., Inc., and Moto Photo, Inc.
10.8 Master Lease Agreement dated as of February 6, 1998
between Fuji Photo Film U.S.A., Inc., Moto Photo, Inc.,
and The Provident Bank
10.9 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)
*10.10 Employment Agreement effective April 1, 1997
with Michael F. Adler (Incorporated by Reference to
Exhibit 10.1 to Form 10-Q dated May 9, 1997)
*10.11 Amendment to Employment Agreement, dated as of
April 1, 1997, with Michael F. Adler (Incorporated by
Reference to Exhibit 10.1 to Form 10-Q dated August 7, 1997)
*10.12 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)
*10.13 Amendment to Employment Agreement, dated as of
December 23, 1997, with David A. Mason
*10.14 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)
*10.15 Amendment to Employment Agreement, dated as of
December 23, 1997, with Frank M. Montano
*10.16 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)
*10.17 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)
23.0 Consents of Ernst & Young, LLP
27.0 Financial Data Schedule
<TABLE>
EXHIBIT 11.0
COMPUTATION OF PER SHARE EARNINGS
<CAPTION>
<S> <C> <C> <C>
1997 1996 1995
Numerator:
Net income $1,703,535 $1,073,873 ($5,673,647)
Preferred stock dividend requirement ($282,828) ($289,290) $ 365,865
Numerator for basic earnings per share--
income available to common shareholders $1,420,707 $ 784,583 ($5,307,782)
Effect of dilutive securities: - - -
Numerator for diluted earnings per
share--
income available to common stockholders
after assumed conversions 1,420,707 784,583 (5,307,782)
Denominator:
Denominator for basic earnings per
share--
weighted average shares outstanding 7,793,905 7,785,973 7,687,249
Effect of dilutive securities:
Employee stock options 101,034 46,644 0
Dilutive potential common shares
Denominator for diluted earnings per
share--
adjusted weighted average shares and
assumed conversions 7,894,939 7,832,617 7,687,249
Basic earnings per share $ 0.18 $ 0.10 $ (0.69)
Diluted earnings per share $ 0.18 $ 0.10 $ (0.69)
</TABLE>
