SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-KSB/A (AMENDMENT NO. 1)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended Commission File No.
APRIL 30, 1999 0-13042
INFINITE GRAPHICS INCORPORATED
(Name of Small Business Issuer in its Charter)
MINNESOTA 41-0956693
(State or other jurisdiction (IRS Employer
of Incorporation or Organization) Identification No.)
4611 EAST LAKE STREET, MINNEAPOLIS, MN 55406
(Address of Principal Executive Offices) (Zip Code)
(612) 721-6283
(Issuer'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, NO PAR VALUE
The undersigned Registrant hereby amends the following items of its Annual
Report on Form 10-KSB for the fiscal year ended April 30, 1999:
Independent Auditor's Report located on Page 14 to show conformed signature
Item 9 Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act
Item 10 Executive Compensation
Item 11 Security Ownership of Certain Beneficial Owners and Management
Item 12 Certain Relationships and Related Transactions
<PAGE>
INDEPENDENT AUDITOR'S REPORT
Board of Directors and Stockholders
Infinite Graphics Incorporated
Minneapolis, Minnesota
We have audited the accompanying balance sheets of Infinite Graphics
Incorporated (the Company) as of April 30, 1999 and 1998 and the related
statements of operations, stockholders' equity, and cash flows for each of the
two years in the period ended April 30, 1999. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the financial position of the Company as of April 30, 1999 and 1998
and the results of its operations and its cash flows for each of the two years
in the period ended April 30, 1999 in conformity with generally accepted
accounting principles.
/S/ Deloitte & Touche LLP
Minneapolis, Minnesota
August 13, 1999
2
<PAGE>
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSON; COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT.
DIRECTORS, NOMINEES FOR DIRECTOR AND EXECUTIVE OFFICERS
The directors, nominees for director, and executive officers of the
Company are as follows:
<TABLE>
<CAPTION>
CURRENT POSITION PRINCIPAL OCCUPATIONS DIRECTOR
NAME OF DIRECTOR AGE WITH THE COMPANY DURING PAST 5 YEARS SINCE
- ---------------- --- ---------------- ------------------- -----
<S> <C> <C> <C> <C>
Clifford F. Stritch, Jr. 52 Chairman of the Board, CEO, Chairman of the Board, Director, and CEO Aug. 1970
CFO, Director of the Company. Mr. Stritch has been the
CFO of the Company since November 1995.
Edwin F. Snyder 56 Executive Vice President, From November 1998, Executive Vice Sept. 1990
Director President of the Company. From October
1996 to November 1998, Vice-President of
Marketing and Sales with Wave Crest of
Edina, Minnesota. From March 1995 to
September 1996, Vice-President of Sales
and Marketing with Johnstech
International, a manufacturer of high
performance test contacts. From
February 1992 to March 1995, Vice-
President of Marketing with Visu-Com of
Baltimore, Maryland, a manufacturer of
personal communications products.
Durwood L. Airhart 62 Director Since 1996, Senior Engineer Advisory Sept. 1997
with Litchfield Precision Components, a
manufacturer of electronic components
and a division of Innovex, Inc. of
Litchfield, Minnesota. From 1975 to
1995, President and CEO with Litchfield
Precision Components of Litchfield,
Minnesota.
Michael J. Evers 64 Director Since 1974, Dean Emeritus of the Sept. 1997
Graduate School of Business, Professor
and Assistant Professor of Strategic
Management and Marketing with University
of St. Thomas Minneapolis, Minnesota.
Mr. Evers serves as a director of Cellex
Biosciences, Inc.
</TABLE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than ten
percent of a registered class of the Company's equity securities, to file with
the Securities and Exchange Commission (the "SEC") initial reports of ownership
and reports of changes in ownership of Common Stock and other equity securities
of the Company. Officers, directors and greater than ten-percent shareholders
are also required by SEC regulation to furnish the Company with copies of all
Section 16(a) forms they file.
To the Company's knowledge, based solely on review of the copies of
such reports furnished to the Company and written representations that no other
reports were required, during the fiscal year ended April 30,
3
<PAGE>
1999, all Section 16(a) filing requirements applicable to its officers,
directors and greater than ten-percent beneficial owners were timely complied
with, except that each of Clifford F. Stritch, Jr., the Company's Chief
Executive Officer, and Michael J. Evers, a director of the Company, failed to
timely file one report with respect to one transaction; and Edwin F. Snyder, the
Company's Executive Vice President, failed to timely file two reports with
respect to three transactions.
ITEM 10. EXECUTIVE COMPENSATION.
CASH COMPENSATION
The following table summarizes the annual compensation paid by the
Company during fiscal years ended April 30, 1997, 1998, and 1999 to Clifford F.
Stritch, the Chief Executive Officer of the Company as of April 30, 1999. No
other executive officer of the Company had compensation in excess of $100,000
during any of the fiscal years for which information is provided.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation
--------------------------------------
Salary Bonus Other
Name and Principal Position Year $ $ $
- ----------------------------- ---- ------- --------- --------
<S> <C> <C> <C> <C>
Clifford F. Stritch, Jr. 1999 142,000 10,000(1) 5,390(2)
Chief Executive Officer, Chief 1998 142,000 15,000(1) 5,380(2)
Financial Officer and a Director 1997 142,000 5,000(1) 5,398(2)
</TABLE>
- ---------------
(1) Bonuses relate to applicable fiscal year but were paid in subsequent years.
(2) Includes insurance and car allowance.
STOCK OPTIONS
No options were granted to Mr. Stritch during the Company's 1999
fiscal year. The following table summarizes the stock option exercises during
fiscal 1999 by the named executive officer and the value of all options held by
the named executive officer as of April 30, 1999.
AGGREGATED OPTION EXERCISES DURING FISCAL YEAR ENDED APRIL 30, 1999 AND OPTION
VALUES AT APRIL 30, 1999
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised In-
Underlying Options at The-Money Options at
Shares April 30, 1999 April 30, 1999
Acquired Value -------------- --------------
Name on Exercise Realized(1) Exercisable / Unexercisable Exercisable / Unexercisable
- ---- ----------- ----------- --------------------------- ---------------------------
<S> <C> <C> <C> <C>
Clifford F. Stritch, Jr. 100,000 $37,812.50 0 / 0 $0 / $0
</TABLE>
- ---------------
(1) The amount set forth represents the difference between the fair market
value of the Company's Common Stock as of September 28, 1999 ($0.6875),
the date of exercise, and the option price, multiplied by the number of
shares subject to the option.
BOARD OF DIRECTOR COMPENSATION
Each non-employee director of the Company receives $2,500 per
quarter. In addition, as of December 15, 1998, Michael J. Evers was granted
options to purchase 50,000 shares of Common Stock at an exercise price of
$1.4375 pursuant to the terms of the Infinite Graphics Incorporated Stock Option
Plan of 1993. The option was
4
<PAGE>
immediately exercisable for 20% of the amount granted and is exercisable in 40%,
60%, 80%, and 100% increments on the first, second, third, and fourth
anniversaries of the option grant. The option expires on March 15, 2003.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Information as to the name, address and stock holdings of each
person known by the Company to be a beneficial owner of more than 5% of its
Common Stock and as to the name, address and stock holdings of certain executive
officers, each director and nominee for election to the Board of Directors and
by all executive officers, directors, and nominees, as a group, as of August 23,
1999 is set forth below. Except as indicated below, the Company believes that
each such person has the sole (or joint with spouse) voting and investment
powers with respect to such shares.
Common Stock
Name/Address ---------------------------------------------
of Amount Beneficially Percent of
Shareholder/Director Owned Class (1)
- --------------------------------------------------------------------------------
Clifford F. Stritch, Jr. 1,116,050(2) 39.8%
4611 East Lake Street
Minneapolis, Minnesota 55406
Robert J. Fink 350,000 12.5%
1850 Arvin Drive
Mendota Heights, Minnesota 55118
Edwin F. Snyder 67,800 2.4%
7275 Bush Lake Road
Edina, Minnesota 55439
Durwood L. Airhart 20,000(3) *
1 Precision Drive
Litchfield, Minnesota 55355
Michael J. Evers 30,000(4) 1.1%
1000 LaSalle Avenue, MPL331
Minneapolis, Minnesota 55403
Directors and Executive Officers as a 1,233,850(5) 43.3%
Group (4 persons)
* Less than one percent of shares outstanding.
(1) In calculating percentage ownership, all shares of Common Stock which a
named shareholder has the right to acquire within 60 days from August 30,
1999 upon exercise of options or warrants are deemed to be outstanding for
the purpose of computing the percentage of Common Stock owned by that
shareholder, but are not deemed to be outstanding for the purpose of
computing the percentage of Common Stock owned by any other shareholders.
(2) An irrevocable trust of which Mr. Stritch's daughter, Kendra L. Stritch,
is the beneficiary is the owner of 23,800 shares of Common Stock of the
Company. The Common Stock held in that trust are included in the number of
shares set forth above, although Mr. Stritch denies any beneficial
interest in those shares. An irrevocable trust of which Mr. Stritch's son,
Carter Francis Stritch, is the beneficiary is the owner of 21,500 shares
of Common Stock of the Company. The Common Stock held in that trust are
included in the number of
5
<PAGE>
shares set forth above, although Mr. Stritch denies any beneficial
interest in these shares. Mr. Stritch is not a trustee of either trust.
(3) Includes options for the purchase of 20,000 shares of Common Stock, but
excludes options for the purchase of 30,000 shares of Common Stock that
are not exercisable during the next 60 days.
(4) Includes options for the purchase of 30,000 shares of Common Stock, but
excludes options for the purchase of 70,000 shares of Common Stock that
are not exercisable during the next 60 days.
(5) Includes options for the purchase of 50,000 shares of Common Stock, but
excludes options for the purchase of 200,000 shares of Common Stock that
are not exercisable during the next 60 days.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
During fiscal 1999, the Company leased the properties at 4621 East
Lake Street from Infinite Properties, a partnership of the Company's Chairman of
the Board, Clifford F. Stritch, Jr., and Daniel R. Schultz. The lease for 4621
East Lake Street is dated October 31, 1983, and had an original term of five
years. In 1988, the Company exercised its option to renew this lease for an
additional five year term. The lease has been amended several times to extend
the term. Currently, the lease has been orally amended to extend to April 30,
2001. The rent is currently $2,750 per month.
The Company leased certain production equipment from Precision
Imaging, a partnership in which Clifford F. Stritch Jr. is a partner. At April
30, 1999, Mr. Stritch held a 67 percent interest in the partnership. The Company
was unable to finance the equipment directly; therefore leased the equipment
through Precision Imaging. Under the terms of the lease, the Company pays
monthly rent of $3,195.
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: August 30, 1999 By: /s/ Clifford F. Stritch, Jr.
----------------------------------------
Clifford F. Stritch, Jr.
Chief Executive Officer
6
