<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------
FORM 10-K/A
(Mark One)
(x) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED, EFFECTIVE
OCTOBER 7, 1996)
For the fiscal year ended January 1, 1997
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
Commission File No. 0-14311
FAMILY STEAK HOUSES OF FLORIDA, INC.
(exact name of registrant as specified in its charter)
Florida No. 59-2597349
(State of Incorporation) (I.R.S. Employer Identification)
2113 Florida Boulevard
Neptune Beach, Florida 32266
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (904) 249-4197
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
(Title of Class)
--------------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 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 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.
YES NO X
--- ---
As of March 7, 1997, 10,954,960 shares of Common stock of the registrant were
outstanding. The aggregate market value of such voting Common stock (based upon
the closing sale price of the registrant's Common stock on the NASDAQ National
Market System on March 7, 1997, as reported in The Wall Street Journal) held by
non-affiliates of the registrant was approximately $10,758,319.
Documents Incorporated by Reference - None
<PAGE> 2
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information regarding executive officers is set forth in Item 1 of the Form
10k filed on April 1, 1997, under the caption "Executive Officers." Each of the
Director nominees listed below is presently serving as a director of the
Company. Mr. Christman was appointed in February 1993 and elected by the
shareholders at the 1993 annual meeting. Directors Gray and Glickstein were
appointed in June 1994 and elected by the shareholders in August 1994. Director
Martin was elected by the shareholders in June 1995. Mr. Alexander was
appointed to the Board in July 1996.
<TABLE>
<CAPTION>
Name Business Experience and Age
<S> <C>
Lewis E.Christman, Jr. President & CEO of the Company
April 1994. Purchasing consultant to the
Company from January 1994 to March 1994.
Partner, East Coast Marketing since 1990;
Chairman of the Board of Neptune Marketing
Inc. (food broker) from 1979 to 1989. Age 77.
Joseph M. Glickstein, Jr. Partner, Glickstein & Glickstein, law firm since
1950. Age 70.
Richard M. Gray Partner, Gray & Kelley, CPAs, since 1973.
President & Director of Universal Marion Corp.
since 1973. Age 65.
Robert J. Martin Consultant to the Company since January 1997.
Vice President of the Company from April 1994
to January 1997. Vice- President of Steak House
Construction Corporation, the Company's wholly
owned construction subsidiary, since 1981. Age 68.
Edward B. Alexander Vice President of Finance of the Company since December
1996. Secretary/Treasurer of the Company from
November 1990 to December 1996, Controller of the Company from
January 1989 to April 1990. Age 38.
</TABLE>
There are no family relationships between any of the nominees and
executive officers of the Company. There are no arrangements or understandings
between any director and any other person pursuant to which any of the nominees
has been nominated.
SECTION 16(a) Beneficial Ownership Reporting Compliance
Securities and Exchange Commission Rules under Section 16(a) of the
Securities Exchange Act of 1934 require the Company's officers and directors,
and persons who own more than 10% of a registered class of the Company's equity
securities, to file reports of ownership and changes in ownership with the
Securities and Exchange Commission, (the "Commission") and the National
Association of Securities Dealers and to furnish the Company with copies of all
Section 16(a) forms they file.
<PAGE> 3
Based solely on its review of the copies of such forms received by it
or written representations from certain reporting persons that no Forms 5 were
required for those persons, the Company believes that, during the 1996 fiscal
year, all filing requirements applicable to its officers, directors, and
greater-than-10% beneficial owners were complied with on a timely basis.
ITEM 11. EXECUTIVE COMPENSATION
EXECUTIVE PAY
The summary compensation table below sets forth a summary of the
compensation earned by the Company's chief executive officers from 1994 to 1996
(each a "Named Executive".) No disclosure of compensation paid to other
executive officers is required as the total salary and bonus paid to such
executive officers does not exceed the reporting threshold of $100,000.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long-Term
Compensation
Annual Compensation ============
============================ Securities
Other Annual Underlying All Other
Name and Principal Position Year Salary($)(1) Compensation(2) Options # (3) Compensation($)(4)
- --------------------------- ---- ------------ --------------- ------------- ------------------
<S> <C> <C> <C> <C> <C>
Lewis E. Christman, Jr. 1996 $130,000 -0- -0- $1,625
President & CEO 1995 109,538 $20,000 200,000 $488
1994 63,794 -0- 20,409 -
George F. Staudter 1994 $38,654 -0- -0- $20,000
President & CEO,
December 1993 to April 1994.
</TABLE>
Explanation of Columns:
(1) Salary: Total base salary paid during the year.
(2) Other Annual Compensation: Specific forms of cash and non-cash compensation
paid, awarded or earned not properly categorized as salary or bonus and
designated as Other Annual Compensation under the rules and regulations of the
Commission. The value of all personal benefits and perquisites received by the
Named Executives was less than the required reporting threshold, except for an
automobile allowance of $20,000 paid to Mr. Christman in 1995. This automobile
allowance is paid every other year under the terms of Mr. Christman's
Employment Agreement.
(3) Securities Underlying Options: Number of shares of
Common stock underlying grants of options made during the year.
4) All Other Compensation: All other compensation that does not fall under any
of the aforementioned categories. Amounts shown include $20,000 as severance
payment to Mr. Staudter upon his resignation, and contributions of $1,625 and
$488 to the Company's 401(k) Plan on behalf of Mr. Christman to match a portion
of his deferred contributions in 1996 and 1995, respectively.
OPTION EXERCISES AND YEAR-END OPTION VALUE
THE FOLLOWING TABLE SETS FORTH INFORMATION CONCERNING THE NUMBER AND VALUE OF
UNEXERCISED
<PAGE> 4
OPTIONS TO PURCHASE THE COMPANY'S COMMON STOCK HELD BY THE NAMED EXECUTIVE AT
FISCAL YEAR END.
Aggregated Option Exercises in Last Fiscal
Year, and Year-End Option Value
<TABLE>
<CAPTION>
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Shares Options at Fiscal Options at Fiscal
Acquired Year-End (#) Year-End ($)
On exercise Value ----------------- -----------------
In 1996 Realized Unexercisable/ Unexerisable/
Name (#) ($) Exercisable Exercisable
====================== ========== ========= ================= =================
<S> <C> <C> <C> <C>
Lewis E. Christman, Jr. -- -- 100,000/100,000 22,500/22,500
</TABLE>
1) Market value of underlying securities at year end ($.625 at December
31, 1996, the last trading day of the Company's fiscal year), minus
the exercise price of $.40.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Christman, the Company's Chief Executive Officer, served as a
member of the Executive Compensation Committee in 1996. He does not participate
in any discussions or decisions regarding his own compensation.
DIRECTOR COMPENSATION
Three of the five director nominees are not employees of the Company.
In order to attract and retain highly qualified independent directors through
an investment interest in the Company's future success, the Company enacted in
l985 a non-qualified Stock Option Plan for Non-Employee Directors (the
"Director's Plan").
Each director eligible under the Directors Plan annually receives an
option to purchase 9,000 shares of Common stock. Typically options are granted
on the first business day of each calendar year, at an option exercise price
per share equivalent to a price such that the aggregate fair market value on
the date of grant for all shares subject to the options exceeds the aggregate
option exercise price by the amount of $l0,000. Options granted under the
Director's Plan are immediately exercisable and expire five years from the date
of grant.
On January 1, 1997 options were granted to Directors Gray and
Glickstein for the purchase of 9,000 shares each at a purchase price of $.01
per share. Since the price of the stock was $.5938 on January 2, 1997, the
Company granted an additional 8,130 shares to each eligible director at a
purchase price of $.01 per share so that the market value of all options
granted in 1997 exceeded the option exercise price by $10,000.
Directors who are full-time employees of the Company receive $100 for
each Board of Directors meeting attended. Directors who are not employees of
the Company receive a fee of $500 for each Board of Directors meeting attended.
No fees are awarded directors for attendance at meetings of the Audit or
Executive Compensation Committees of the Board of Directors.
The Company has entered into a one-year consulting agreement with Mr.
Martin, a director of the Company, in connection with his retirement as an
officer of the Company, for a retainer of $13,500 and continued medical and
other insurance benefits. Under the consulting agreement, Mr. Martin also
agreed not to take certain actions to compete with the Company or to interfere
with its
<PAGE> 5
business relationships for a period of two years after termination of
the consulting agreement. If the consulting agreement is terminated by the
Company "without cause" (as defined in such agreement), the Company must pay
the balance of any consulting fee for the remaining term of the agreement.
EMPLOYMENT AGREEMENTS
In December 1996, the Company extended until June 19, 1998 its
employment agreement with Lewis E. Christman, Jr., providing for continued base
compensation of $130,000 per year, in addition to medical, disability and other
benefits in accordance with Company policy, such stock options as may be
granted by the Board of Directors from time to time and a bi-annual automobile
allowance. The agreement further provides that Mr. Christman will be entitled
to receive, in a lump sum, the salary due for the remaining term of the
agreement upon the Company's termination of his employment "without cause" (as
defined in such agreement).
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF MANAGEMENT
Common Stock
Beneficially Owned Percent
As of of
Name April 15,1997 (1) Class(2)
- ---- ------------------ --------
Lewis E.Christman, Jr. 111,409 1.00%
Joseph M. Glickstein, Jr. 60,059 .54%
Richard M. Gray 60,059 .54%
Robert J. Martin 105,614 (3) .95%
Edward B. Alexander 94,500 .65%
(1) Included in such beneficial ownership are shares of common stock issuable
upon the exercise of certain options exercisable immediately or within sixty
(60) days of March 6, 1997, as follows: Lewis E. Christman, Jr., 100,000
shares; Robert J. Martin, 53,000 shares; Edward B. Alexander, 82,000 shares.
(2) The percentages represent the total of the shares listed in the adjacent
column divided by the issued and outstanding shares of common stock as of April
15, 1997, plus any stock options or warrants exercisable by such person within
60 days following April 15, 1997.
(3) Includes 5,800 shares owned by the spouse
of Mr. Martin.
<PAGE> 6
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND OF MANAGEMENT AS A GROUP
The table set forth below presents certain information regarding
beneficial ownership of the Company's common stock (the Company's only voting
security), as of April 15, 1997, by (i) each shareholder known to the Company
to own, or have the right to acquire within sixty (60) days, more than five
percent (5%) of the common stock outstanding and (ii) all officers and director
nominees of the Company as a group. The shares of common stock beneficially
owned by each director nominee are shown in the foregoing table.
<TABLE>
<CAPTION>
Amount of Common
Name and Address of Stock Beneficially Percent of
Beneficial Owner Owned Class
- ---------------- ------------------ ----------
<S> <C> <C>
Heartland Advisors, Inc. 900,000 (1) 8.2%
790 N. Milwaukee Street
Milwaukee, WI 53202
Cerberus Partners, L.P. 700,000 (2) 6.0%
950 Third Ave., 20th Floor
New York, New York 10022
Bisco Industries, Inc. 739,790 (3) 6.7%
704 W. Southern Avenue
Orange, CA 92865
All Officers and Director 458,891 (4) 4.1%
Nominees as a Group
(6 Persons)
</TABLE>
(1) Based on information contained in a Schedule 13G filed with the Commission
as of February 12, 1997, Heartland Advisors, Inc. claimed sole voting and
dispositive power with respect to all 900,000 shares of the common stock.
(2) Represents shares of common stock issuable upon the exercise of certain
stock purchase warrants issued October 1, 1988 and March 14, 1995, pursuant
to which the holders thereof have the right to purchase an aggregate of up
to 700,000 shares for $.40 per share. None of such shares are outstanding.
(3) Based on information set forth in the Preliminary Proxy Statement filed
with the Commission on April 15, 1997, Bisco Industries, Inc. ("Bisco") owns
126,300 shares; Glen F. Ceiley, President and a director of Bisco, owns
95,300 shares, individually; the Bisco Industries Profit Sharing and
Savings Plan (the "Bisco Plan") owns 518,190 shares. The amount does not
include 15,000 shares owned individually by Stephen Catanzaro, an
executive officer of Bisco. According to the Schedule 13D of Mr. Ceiley as
amended on January 16, 1997, Mr. Ceiley has the sole power to vote and
dispose of the shares of common stock he owns individually and the power to
vote and to dispose of the shares owned by Bisco and the Bisco Plan.
(4) Includes an aggregate 262,250 of shares of common stock which certain of
the Company's executive officers and directors have the right to acquire
immediately or within sixty days (60) upon the exercise of certain options
granted pursuant to the Company's various stock option plans.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Director Glickstein is a partner with the law firm of Glickstein &
Glickstein, P.A. which has been retained by the Company in fiscal year 1996 and
may be retained to provide legal advice to
<PAGE> 7
the Company from time to time in the future.
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
FAMILY STEAK HOUSES OF FLORIDA, INC.
Date: April 30, 1997 BY: /s/ Lewis E. Christman, Jr.
---------------------------
Lewis E. Christman, Jr., President
