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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
TO
1996 ANNUAL REPORT ON FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended Commission File Number
July 31, 1996 0-12862
DEP CORPORATION
A DELAWARE CORPORATION 95-2040819
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
2101 EAST VIA ARADO
RANCHO DOMINGUEZ, CALIFORNIA 90220
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, (310) 604-0777
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock ($.01 par value)
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
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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. [ ]
At November 5, 1996 the aggregate market value of Common Stock held by
non-affiliates of the registrant was approximately $10,716,302.
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 a plan
confirmed by a court.
Yes X No
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At November 5, 1996 the number of shares of Common Stock of the registrant
issued and outstanding were 6,793,628.
Index to Exhibits appears on page 7.
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The undersigned registrant hereby amends item 14 of its Annual Report
on Form 10-K for the year ended July 31, 1996, to reflect the addition of the
auditors' consent to incorporation by reference in the registration statement
(No. 33-58894) on Form S-8 of DEP Corporation and subsidiaries of their report
dated September 20, 1996. In connection therewith, a revised exhibit No. 23.1
(Consent of Independent Auditors) is attached hereto.
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PART IV
ITEM 14 EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Financial Statements, Financial Schedules and Exhibits.
1. The financial statements listed in Item 8 above are incorporated
herein by this reference.
2. The financial schedule listed in Item 8 above is incorporated herein
by this reference. Schedule I is not listed because it is not
required.
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3. Exhibit
Number Title
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2.1 Debtor's Second Amended Plan of Reorganization,
dated as of August 23, 1996, as amended, pursuant
to Chapter 11 filing on April 1, 1996 (10)
3.1 Certificate of Incorporation (1)
3.2 Certificate of Amendment to the Certificate
of Incorporation (2)
3.3 Certificate of Amendment to the Certificate
of Incorporation (8)
3.5 Bylaws (8)
3.6 Certificate of Amendment to The Certificate
of Incorporation (10)
10.1 Profit Sharing Plan for Employees of
DEP Corporation as of August 1, 1989 (4)
10.2 1983 Stock Option Plan, as amended (3) *
10.3 1988 Director and Officer Stock Option
Plan, as amended (3) *
10.4 1992 Stock Option Plan (6) *
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Exhibit
Number Title
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10.5 Stock Target Ownership Plan (7) *
10.6 Fiscal Year 1996 Bonus Arrangement for
Certain Executive Officers * **
10.7 Lease Agreement relating to the Company's
California warehouse (3)
10.8 401(k) Plan for Employees of DEP Corporation (6) *
10.9 Form of Officers and Directors
Indemnification Agreement (8)
10.10 DEP Corporation Retention and Severance Plan (9) *
10.11 Form Change in Control Executive Severance
Agreement (9) *
10.12 Form Change in Control Executive Retention
Bonus Agreement (9) *
10.13 Form of Term Loan Agreement, dated as of
November 4, 1996, among the Company as borrower,
City National Bank, as co-agent and Foothill Capital
Corporation as agent, and others (10)
10.14 Form of Warrant Agreement among the Company and
Warrant Holders dated as of November 4, 1996 (10)
10.15 Form of Release Agreement dated as of November 4,
1996 by and among the Company and the Lenders
named therein. (10)
11 Computation of Per Share Earnings **
21.1 Subsidiaries **
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Exhibit
Number Title
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23.1 Consent of Independent Auditors
27 Financial Data Schedule **
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(1) Incorporated by reference to Exhibit 3.1 to the Company's Annual
Report on Form 10-K for the year ended July 31, 1988.
(2) Incorporated by reference to Exhibit 4 to the Company's Current
Report on Form 8-K filed on December 15, 1992.
(3) Incorporated by reference to Exhibits 10.2, 10.3, 10.7 and 10.8 to
the Company's Annual Report on Form 10-K for the year ended July
31, 1992.
(4) Incorporated by reference to Exhibit 10.1 to the Company's Annual
Report on Form 10-K for the year ended July 31, 1990.
(5) Incorporated by reference to Exhibit 2.1 to the Company's Current
Report on Form 8-K filed on August 6, 1993.
(6) Incorporated by reference to Exhibits 10.4 and 10.9 to the
Company's Annual Report on Form 10-K for the year ended July 31,
1993.
(7) Incorporated by reference to Exhibits 3.3, 10.5 and 21.1 to the
Company's Annual Report on Form 10-K for the year ended July 31,
1994.
(8) Incorporated by reference to Exhibits to the Company's Current
Report on Form 8-K filed on January 16, 1995.
(9) Incorporated by reference to Exhibits 10.17, 10.18, 10.19, 10.20
and 10.21 to the Company's original Annual Report on Form 10-K and
Form 10-K/A for the year ended July 31, 1995 filed on October 30,
1995, and November 6, 1995, respectively.
(10) Incorporated by reference to Exhibits 2.1, 3.1, 10.1, 10.2 and
10.3 to the Company's Current Report on Form 8-K filed on November
7, 1996.
* Management contract or compensatory plan.
** Previously filed under original Form 10-K on November 13, 1996.
(b) Reports on Form 8-K.
None.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant, in the capacities and on the dates indicated.
Date: March 19, 1997 DEP CORPORATION
/s/Robert Berglass
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Chairman of the Board and President
(Principal Executive Officer)
Date: March 19, 1997 /s/Grant W. Johnson
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Senior Vice President and
Chief Financial Officer and
Director, (Principal Financial
and Accounting Officer)
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EXHIBIT INDEX
Description
Exhibit 23.1 Consent of Independent Auditors
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Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors and Stockholders
DEP Corporation
We consent to incorporation by reference in the registration statements (No.
33-85000 and No. 33-58894) on Form S-8 of DEP Corporation and subsidiaries of
our report dated September 20, 1996, except for Notes 1, 15 and 16, which date
is October 23, 1996, relating to the consolidated balance sheets of DEP
Corporation and subsidiaries as of July 31, 1996 and 1995, and the related
consolidated statements of operations, stockholders' equity, and cash flows and
related schedule for each of the years in the three-year period ended July 31,
1996, which report appears in the July 31, 1996 report on Form 10-K of DEP
Corporation and subsidiaries.
/s/ KPMG Peat Marwick LLP
Los Angeles, California
March 17, 1997
