VIDEO CITY INC
10-K/A, 1997-06-05
MOTION PICTURE & VIDEO TAPE DISTRIBUTION
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<PAGE>
 
                                 UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C.  20549
                                  
                                 FORM 10-K/A       


[X]  ANNUAL REPORT PURSUANT TO SECTIONS 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED JANUARY 31, 1997.
                          -----------------

[_]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM  _____________ TO  _____________.

COMMISSION FILE NUMBER  0-14023

                                VIDEO CITY, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                   DELAWARE                       95-3897052
                   --------                       ----------
            (STATE OR OTHER JURISDICTION OF      (IRS EMPLOYER
            INCORPORATION OR ORGANIZATION)       IDENTIFICATION NO.)

             6840 DISTRICT BOULEVARD, BAKERSFIELD, CALIFORNIA 93313
             ------------------------------------------------------
             (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)    (ZIP CODE)

                                (805)  397-7955
                                ---------------
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

          SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

TITLE OF EACH CLASS                    NAME OF EACH EXCHANGE ON WHICH REGISTERED
- -------------------                    -----------------------------------------
NONE

          SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
                    COMMON STOCK,  $ .01 PAR VALUE PER SHARE
                    ----------------------------------------
                                (TITLE OF CLASS)

     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 THAN 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 REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION STATEMENTS
INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K IN ANY AMENDMENT TO THIS
FORM 10-K.  [_]

     AS OF APRIL 24,1997, 9,753,927 SHARES OF THE REGISTRANT'S COMMON STOCK
WERE OUTSTANDING. NON-AFFILIATES OF THE REGISTRANT (I.E., EXCLUDING SHARES HELD
BY EXECUTIVE OFFICERS, DIRECTORS, AND CONTROL PERSONS AS DEFINED IN RULE 405)
HELD 4,676,853 SHARES OF COMMON STOCK ON THAT DATE.  BECAUSE OF THE ABSENCE OF
AN ESTABLISHED TRADING MARKET, THE MARKET VALUE OF SUCH SHARES COULD NOT BE
DETERMINED; SEE ITEM 5 OF THIS FORM 10-K.

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 
    ---      ---

                                       1
<PAGE>
 
                                  SIGNATURES

     Pursuant to the requirements of Sections 13 and 15(d) of the Securities and
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                  VIDEO CITY, INC.

    
May 16, 1997                         By: /s/ Robert Y. Lee
                                         -----------------
                                         Robert Y. Lee
                                         Chairman, Chief Executive Officer
                                         (Principal Executive Officer) 
                                         and Director      

     Pursuant to the requirements of the Securities and Exchange Act of 1934, 
this report has been signed by the following persons on behalf of the registrant
and in the capacities indicated as of May 16, 1997.

<TABLE>     
<CAPTION> 

     Signatures                        Title
     ----------                        -----

<S>                            <C>   
/s/ Robert Y. Lee              Chairman, Chief Executive Officer
- -----------------               (Principal Executive Officer) and Director 
Robert Y. Lee

/s/ Barry Collier              President (Principal Executive Officer)
- -----------------               and Director 
Barry Collier

/s/ Steven Antongiovanni       Chief Financial Officer (Principal Executive
- ------------------------          Officer) and Director 
Steven Antongiovanni

/s/ James Craig Kelly          Chief Operating Officer (Principal Executive
- ---------------------            Officer) and Director 
James Craig Kelly

/s/ Rudy Patino                Chief Accounting Officer
- ---------------                 
Rudy Patino  

/s/ Stephen P. Lehman          Director
- ---------------------           
Stephen P. Lehman

/s/ Gerald W. B. Weber         Director
- ----------------------          
Gerald W. B. Weber

/s/ Michael Anderson           Director
- --------------------            
Michael Anderson

/s/ Charles E. Cooke           Director
- --------------------            
Charles E. Cooke

</TABLE>      


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