<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
(Mark One)
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
For the fiscal year ended December 28, 1997 or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
Commission File Number: 0-29410
IL FORNAIO (AMERICA) CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 94-2766571
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
770 TAMALPAIS DRIVE, SUITE 400
CORTE MADERA, CALIFORNIA 94925
(Address of principal executive offices) (Zip Code)
(415) 945-0500
(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:
Common Stock, par value $.001 per share
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 the 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, based upon the closing price of the Registrant's Common Stock on
March 2, 1998, was $52,418,458.*
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
As of March 2, 1998 there were 5,827,999 shares outstanding of the Registrant's
Common Stock.
* Excludes 1,871,889 shares outstanding at March 2, 1998, of the Registrant's
Common Stock held by directors, executive officers and holders of more than 10%
of the Company's Common Stock. Exclusion of shares held by any person should not
be construed to indicate that such person possesses the power, direct or
indirect, to direct or cause the direction of the management or policies of the
Registrant, or that such person is controlled by or under common control with
the Registrant.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's definitive Proxy Statement for the Registrant's
Annual Meeting of Stockholders to be held on April 24, 1998 have been
incorporated by reference into Part III of this Annual Report on Form 10-K.
<PAGE> 2
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) 1.
- Index to Financial Statements
- Independent Auditors' Report
- Balance Sheets at December 29, 1996 and December 28, 1997
- Statements of Income for the years ended December 31, 1995, December -
29, 1996 and December 28, 1997
- Statements of Stockholders' Equity for the years ended December 31,
1995, December 29, 1996 and December 28, 1997
- Statements of Cash Flows for the years ended December 31, 1995, December
29, 1996 and December 28, 1997
- Notes to Financial Statements
2. All schedules are omitted because they are not required, are not
applicable or the information is included in the financial statements or
notes thereto.
3. Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Description
------ -----------
<S> <C>
3.1 Amended and Restated Certificate of Incorporation. (1)
3.2 By-laws, as amended. (2)
3.3 Reference is made to Exhibits 3.1 and 3.2.
4.2 Speciman stock certificate. (4)
10.1* Form of Indemnity Agreement between the Company and each
executive officer and director.(3)
10.2* Summary of Bonus Plan.(6)
10.3* 1997 Equity Incentive Plan and forms of related
agreements.(5)
10.4* 1997 Employee Stock Purchase Plan and form of offering
related thereto.(4)
10.5* 1997 Non-Employee Stock Purchase Plan and form of
offering related thereto.(5)
10.6 Form of Series F Preferred Stock Purchase Agreement with
Schedule of additional Preferred Stock Purchase
Agreements attached. (3)
</TABLE>
37
<PAGE> 3
<TABLE>
<CAPTION>
<S> <C>
10.7 Form of Warrant to purchase shares of Series F Preferred
Stock of the Registrant.(3)
10.8 Revised License Agreement, dated December 11, 1986 and
Stock Purchase Agreement dated March 6, 1987, between
the Company and Vegetti S.r.1.(3)
10.9 Assignment of Trademark Registrations Nunc Pro Tunc
executed by Vegetti S.r.1.(3)
10.10+ Lease Agreement, dated December 22, 1988, and Amendment,
dated October 4, 1989, between the Company and Cowper
Square Partners, for the Palo Alto restaurant. (3)
10.11+ Lease Agreement, dated November 21, 1991, between the
Company and Hotel Sainte Claire Partners, L.P., for
the San Jose Restaurant. (3)
10.12+ Lease Agreement dated April 15, 1996, between the
Company and New York-New York Hotel, LLC, for the Las
Vegas Restaurant. (3)
10.13 Food Service Operations Agreement dated November 21,
1991, between the Company and Mobedshahi Hotel Group,
Inc.(3)
10.14 Loan Agreement dated October 30, 1996, between the
Company, Bank of America National Trust and Savings
Association. (3)
10.15* Employment Agreement dated April 1995, between the
Company and Michael J. Hislop.(3)
10.16* 1991 Incentive Stock Option Plan and form of related
agreement.(1)
10.17* 1992 Non-Employee Directors' Stock Option Plan and form
of related agreement.(1)
10.18* 1988 Stock Option Plan and form of related agreement.(1)
10.19 Underwriting Agreement dated September 18, 1997 between
the Company and the Representatives of the
Underwriters.(2)
23.1 Consent of Deloitte & Touche LLP.(6)
24.1 Power of Attorney, Reference is made to the signature
page.(6)
27.1 Financial Data Schedule.(6)
27.2 Restated Financial Data Schedule for 6 months ended
June 29, 1997.
27.3 Restated Financial Data Schedule for 9 months ended
September 28, 1997.
- ----------
(1) Filed as an exhibit to the Registrant's Form S-8 (File
No. 333-46421), and incorporated herein by reference.
(2) Filed as an exhibit to the Registrant's Quarterly Report
on Form 10-Q for the quarter ended September 28, 1997
(0-29410), and incorporated herein by reference.
(3) Filed as an exhibit to the Registrant's Registration
Statement on Form S-1 (File No. 333-23605), and
incorporated herein by reference.
(4) Filed as an exhibit to Amendment No. 1 to the Form S-1
Registration Statement (File No. 333-23605), and
incorporated herein by reference.
(5) Filed as an exhibit to Amendment No. 2 to the Form S-1
Registration Statement (File No. 333-23605), and
incorporated herein by reference.
(6) Filed as an exhibit to the Registrant's Annual Report
on Form 10-K for the year ended December 28, 1997,
(0-29410), and incorporated herein by reference.
* Indicates management contracts or compensatory plans or
arrangements filed pursuant to Item 601(b)(10) of
Regulation S-K and incorporated by reference.
+ Certain confidential information has been deleted from
this exhibit.
(b) Reports on Form 8-K
There were no Reports on Form 8-K filed for the quarter
ended December 28, 1997.
</TABLE>
38
<PAGE> 4
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Amendment to Report to be
signed on its behalf by the undersigned thereunto duly authorized.
Date: March 30, 1998 Il Fornaio (America) Corporation
By: /s/ PAUL J. KELLEY
----------------------------------------------
Paul J. Kelley
Vice President, Finance and Chief Financial Officer
(Principal Financial Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Amendment to Report has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ LAURENCE B. MINDEL* Chairman of the Board and March 30, 1998
- ----------------------------------- Chief Executive Officer
Laurence B. Mindel (Principal Executive Officer)
/s/ PAUL J. KELLEY Vice President, Finance and March 30, 1998
- ----------------------------------- Chief Financial Officer
Paul J. Kelley (Principal Financial and Accounting
Officer)
/s/ MICHAEL J. HISLOP* Director March 30, 1998
- -----------------------------------
Michael J. Hislop
/s/ DEAN A. CORTOPASSI* Director March 30, 1998
- -----------------------------------
Dean A. Cortopassi
/s/ W. SCOTT HEDRICK* Director March 30, 1998
- -----------------------------------
W. Scott Hedrick
/s/ F. WARREN HELLMAN* Director March 30, 1998
- ----------------------------------
F. Warren Hellman
/s/ W. HOWARD LESTER* Director March 30, 1998
- -----------------------------------
W. Howard Lester
/s/ PIERRE W. MORNELL* Director March 30, 1998
- -----------------------------------
Pierre W. Mornell
/s/ T. GARY ROGERS* Director March 30, 1998
- -----------------------------------
T. Gary Rogers
* By /s/ PAUL J. KELLEY March, 30, 1998
- -----------------------------------
Paul J. Kelley
Attorney-In-Fact
</TABLE>
39
<PAGE> 5
EXHIBIT INDEX
Exhibit
Number Description
------ -----------
27.2 Restated Financial Data Schedule for 6 months ended
June 29, 1997.
27.3 Restated Financial Data Schedule for 9 months ended
September 28, 1997.
<TABLE> <S> <C>
<ARTICLE> 5
<RESTATED>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-28-1997
<PERIOD-START> DEC-30-1996
<PERIOD-END> JUN-29-1997
<CASH> 3,449,000
<SECURITIES> 0
<RECEIVABLES> 2,216,000
<ALLOWANCES> 117,000
<INVENTORY> 1,352,000
<CURRENT-ASSETS> 8,297,000
<PP&E> 40,982,000
<DEPRECIATION> 14,834,000
<TOTAL-ASSETS> 37,180,000
<CURRENT-LIABILITIES> 7,181,000
<BONDS> 0
0
16,885,000
<COMMON> 8,228,000
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 37,180,000
<SALES> 35,577,000
<TOTAL-REVENUES> 35,577,000
<CGS> 8,350,000
<TOTAL-COSTS> 33,466,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 55,000
<INTEREST-EXPENSE> 2,000
<INCOME-PRETAX> 2,220,000
<INCOME-TAX> 915,000
<INCOME-CONTINUING> 1,305,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,305,000
<EPS-PRIMARY> .29
<EPS-DILUTED> .28
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<RESTATED>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-28-1997
<PERIOD-START> DEC-30-1996
<PERIOD-END> SEP-28-1997
<CASH> 487,000
<SECURITIES> 12,320,000
<RECEIVABLES> 1,244,000
<ALLOWANCES> 98,000
<INVENTORY> 1,589,000
<CURRENT-ASSETS> 17,311,000
<PP&E> 42,305,000
<DEPRECIATION> 15,273,000
<TOTAL-ASSETS> 46,742,000
<CURRENT-LIABILITIES> 7,257,000
<BONDS> 0
0
0
<COMMON> 6,000
<OTHER-SE> 34,181,000
<TOTAL-LIABILITY-AND-EQUITY> 46,742,000
<SALES> 53,572,000
<TOTAL-REVENUES> 53,572,000
<CGS> 12,546,000
<TOTAL-COSTS> 50,524,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 79,000
<INTEREST-EXPENSE> 2,000
<INCOME-PRETAX> 3,214,000
<INCOME-TAX> 1,326,000
<INCOME-CONTINUING> 1,888,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,888,000
<EPS-PRIMARY> .41
<EPS-DILUTED> .37
</TABLE>
