U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
Amendment No. 1
(Mark One)
[X] Annual report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 (Fee required)
For the fiscal year ended December 31, 1997
[ ] Transition report under Section 13 or 15(d) of the Securities
Exchange Act of 1934 (No fee required)
For the transition period from __________ to _________
Commission file number 1-13048
HEALTHY PLANET PRODUCTS, INC.
- -------------------------------------------------------------------------------
(Name of Small Business Issuer in Its Charter)
Delaware 94-2601764
- ------------------------------- ----------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1700 Corporate Circle, Petaluma, California 94954
- ---------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
(707) 778-2280
- -------------------------------------------------------------------------------
(Issuer's Telephone Number, Including Area Code)
Securities registered under Section 12(b) of the Exchange Act:
Title of Each Class Name of Each Exchange on Which Registered
------------------- -----------------------------------------
Common Stock, $.01 par value American Stock Exchange
- ---------------------------- -----------------------
- ---------------------------- -----------------------
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $.01 par value
- -------------------------------------------------------------------------------
(Title of Class)
- -------------------------------------------------------------------------------
(Title of Class)
<PAGE>
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 past 90 days.
Yes X No
----- -----
Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form, and no disclosure will
be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]
The Issuer's revenues for its most recent fiscal year ended December
31, 1997 were $4,099,600.
On March 16, 1998, the aggregate market value of the voting stock of
Healthy Planet Products, Inc. (consisting of Common Stock, $.01 par value) held
by non-affiliates of the Registrant was approximately $5,848,600 based on the
closing price for such Common Stock on said date as reported by the American
Stock Exchange.
In making the foregoing calculation, the Company has, for calculation
purposes only, (i) included all presently outstanding 31,335 shares of its
Series D Preferred Stock convertible into shares of Common Stock on a
share-for-share basis and (ii) assumed that any shareholder owning 10% or more
of its Common Stock (or Series D Preferred Stock) is an affiliate and has
excluded such shares in making the calculation.
On March 16, 1998, there were 2,282,368 shares of Common Stock, $.01
par value, issued and outstanding (exclusive of 31,335 shares of voting Series D
Preferred Stock convertible into 31,335 shares of Common Stock).
DOCUMENTS INCORPORATED BY REFERENCE
None
Prefatory Note to Amendment No. 1 on Form 10-KSB/A
Healthy Planet Products, Inc., (the "Company") has discovered two
clerical errors in the Company's Annual Report on Form 10-KSB filed with the
Securities and Exchange Commission on March 30, 1998 (the "Form 10-KSB"). This
Amendment No. 1 on Form 10-KSB/A is being filed to: (i) amend and restate the
signature page of the Form 10-KSB, for the purpose of correcting a typographical
error which resulted in the inadvertent omission of the date on which the Form
10-KSB was signed; and (ii) include Exhibit 27, Financial Data Schedule, which
was inadvertently omitted from the Form 10-KSB.
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
Registrant caused this Report to be signed on its behalf by the undersigned,
thereunto duly authorized.
HEALTHY PLANET PRODUCTS, INC.
By \s\ Bruce A. Wilson
-------------------------------------------
Bruce A. Wilson
Chairman, President, Chief Executive, Chief
Operating and Chief Financial Officer, and
Principal Accounting Officer
Dated: March 30, 1998
In accordance with the Exchange Act, this Report has been signed below
by the following persons on behalf of the Registrant and in the capacities and
on the dates indicated.
\s\ Bruce A. Wilson March 30, 1998
- ----------------------------------
Bruce A. Wilson
Chairman of the Board, President,
Chief Executive, Chief Operating
and Chief Financial Officer
\s\ Robert Fagenson March 30, 1998
- ----------------------------------
Robert Fagenson
Director
\s\ John V. Winfield March 30, 1998
- ----------------------------------
John V. Winfield
Director
\s\ M. Scott Foster March 30, 1998
- ----------------------------------
M. Scott Foster
Director, Vice President-Sales
\s\ Joseph F. Furlong III March 30, 1998
- ----------------------------------
Joseph F. Furlong III
Director
\s\ Daniel R. Coleman March 30, 1998
- ----------------------------------
Daniel R. Coleman
Director
<PAGE>
SIGNATURE
In accordance with Section 13 or 15(d) of the Securities Exchange Act
of 1934, as amended, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, as of the 3rd day of
April, 1998.
HEALTHY PLANET PRODUCTS, INC.
By: /s Bruce A. Wilson
----------------------------
Bruce A. Wilson
Chairman, President, Chief Executive,
Chief Operating and Chief Financial Officer,
and Principal Accounting Officer
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 3,286,100
<SECURITIES> 250,000
<RECEIVABLES> 1,077,400
<ALLOWANCES> (323,100)
<INVENTORY> 1,541,000
<CURRENT-ASSETS> 6,212,200
<PP&E> 1,490,400
<DEPRECIATION> (639,000)
<TOTAL-ASSETS> 8,036,000
<CURRENT-LIABILITIES> 806,000
<BONDS> 0
0
18,100
<COMMON> 21,300
<OTHER-SE> 6,962,200
<TOTAL-LIABILITY-AND-EQUITY> 8,036,000
<SALES> 4,099,600
<TOTAL-REVENUES> 4,292,500
<CGS> 2,484,600
<TOTAL-COSTS> 5,203,200
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (910,700)
<INCOME-TAX> 933,100
<INCOME-CONTINUING> (1,843,800)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,843,800)
<EPS-PRIMARY> (0.97)
<EPS-DILUTED> 0.00
</TABLE>
