UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-KSB/A
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 2000
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to _____________
Commission file number 000-15379
PARK PHARMACY CORPORATION
(formerly known as Power-Cell, Inc.)
(Name of small business issuer in its charter)
Colorado 84-1029701
(State or other jurisdiction (I.R.S. Employer incorporation
organization) or Identification No.)
10711 Preston Road
Suite 250
Dallas, TX 75230
(Address of principal executive offices)
(Zip Code)
Issuer's telephone number (214) 692-9921
Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $0.0001 par value
(Title of Class)
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 the past 90 days. [X] Yes [ ] 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. [ ]
Issuer's revenues for its most recent fiscal year were
$11,477,179.
The aggregate market value of the voting and non-voting
common equity held by non-affiliates of the registrant as of
September 26, 2000 was approximately $3,548,248 based on the
average of the registrant's bid and ask price on the OTC Bulletin
Board. Shares held by non-affiliates were determined using
beneficial ownership rules adopted pursuant to Schedule 13 of the
Exchange Act, and exclude stock owned by directors, officers and
ten percent stockholders, some of which may not be held to be
affiliates upon judicial determination.
<PAGE>
The number of shares outstanding of each of the issuer's
classes of common equity as of September 26, 2000 was 4,529,551.
Transitional Small Business Disclosure Format (check one):
Yes No X
----- -----
DOCUMENTS INCORPORATED BY REFERENCE
NONE
ITEM 9.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a)
OF THE EXCHANGE ACT
Directors and Executive Officers
Set forth below are the names and ages of our directors and
executive officers, the positions they have held with our company
and periods of service, and a description of their business
experience during the last five years. We have also indicated
below whether our director serves as a director of any other
publicly-held company.
Joe B. Park, R.Ph. - Age 63, has served as Director and
Chairman of the Board of our company since October of 1999. Mr.
Park owned and served as the president of Dougherty's Pharmacy,
Inc. from 1959 until our acquisition of Dougherty's in December
of 1999. Mr. Park is an active member of the Dallas County
Pharmaceutical Society where he has served in various capacities
including past president. Mr. Park is also an active member of
the Texas Pharmaceutical Association, National Council of Hospice
Professionals and the International Academy of Compounding
Pharmacists.
Thomas R. Baker - Age 58, has served as Director, President
and Chief Executive Officer of our company since October 1999.
From June 1998 until October 1999, Mr. Baker served as president
and chief operating officer of a development-stage company that
was a predecessor to our company prior to our reverse acquisition
transaction with Power Cell, Inc. in October 1999. From 1993 to
June 1998, Mr. Baker served as managing partner and senior
consultant for Management-by-Action, Inc., a specialized
management consulting firm. From 1991 to 1993, Mr. Baker served
as president and chief executive officer of Medical Warning
Systems, Inc., a medical products company. From 1986 to 1991,
Mr. Baker served as director of mergers and acquisitions and
president of West Coast operations for Home Shopping Network,
Inc.
Jim Moncrief - Age 48, has served as a Director of our
company since June 2000 and Executive Vice President of our
company since April 2000. From May 1997 through March 2000, Mr.
Moncrief was vice president of marketing for Hoak Breedlove
Wesneski & Co., a Dallas-based investment banking firm. From
1994 through May 1997, Mr. Moncrief was responsible for business
development at The Perryman Group, a national litigation support
company.
Gwendolyn L. Park - Age 63, has served as a Director and
Secretary of our company since its inception. Mrs. Park has
served as Secretary, Treasurer and Office Manager of Dougherty's
since 1980. Mrs. Park has been active in the Auxiliary to the
Dallas County Pharmaceutical Society, holding various positions
and served as president. Mrs. Park has also been active in the
Texas Pharmaceutical Association.
Richard M. Allen, R.Ph. - Age 53, has served as Director of
our company since June 2000 and as Chief Operating Officer of our
subsidiary, Park Infusion Services, L.P., since August 2000. Mr.
Allen has also served as Clinical Infusion Director for
Dougherty's Homecare Infusion, a division of Dougherty's Pharmacy
since March 1997. From 1991 to 1997, Mr. Allen was a past
pharmacy director of Option Care, a nationally based home
infusion company. Prior to that time, he owned and served as the
chief executive officer of North Star Pharmacy, Inc. Mr. Allen
has twenty-five years experience in retail and home infusion
pharmacy. Mr. Allen has served as founding director of Texas
Heritage Savings & Loan, Rowlett, Texas and director of First
Federal Savings Bank, Denton, Texas and presently serves on the
board of directors of Jefferson Heritage Bank, St. Louis,
Missouri.
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<PAGE>
We intend to add additional qualified members to our Board of
Directors in the future. Each of the persons listed above are
expected to nominated for election as Directors for the upcoming
2000 Annual Meeting of Stockholders.
Key Management Employees
Set forth below are the names and ages of certain key
management employees of our company and a brief description of
their prior experience and qualifications.
Joe Brayton - Age 41, has served as the Chief Operating
Officer of our subsidiary, Rx-Pro.Com, Inc., since April 2000.
From 1999 until joining our company, Mr. Brayton served as a
consultant to Rx-Pro.Com, Inc. and was instrumental in the
development of the company's Internet-based systems. From 1995
to 1999, Mr. Brayton served as senior vice president of
technology for jASCorp, a pharmacy software company. Mr. Brayton
is a Certified Public Accountant, Certified Management Accountant
and Certified Information Systems Auditor.
John D. Sommerhalder - Age 35, has served as Chief Financial
Officer of our subsidiary, Rx-Pro.Com, Inc., since April 2000.
From 1998 to 2000, Mr. Sommerhalder served as vice president of
investment banking for Hoak Breedlove Wesneski & Co., a Dallas-
based investment banking firm. Prior to joining Hoak Breedlove
Wesneski & Co., Mr. Sommerhalder held various positions with
Andersen Consulting, Banc One Capital Partners and Bank One.
Family Relationships
Joe B. Park, a Director and our Chairman and controlling
shareholder, and Gwendolyn Park, a Director and our Secretary,
are husband and wife. Mrs. Park received $26,880 in
consideration for her services to our company during the fiscal
year ended June 30, 2000.
Section 16(a) Beneficial Ownership Reporting Compliance
Under U.S. securities laws, directors, certain executive
officers and persons holding more than 10% of Park Pharmacy's
common stock must report their initial ownership of the common
stock and Series A preferred stock, and any changes in that
ownership, to the Securities and Exchange Commission. The
Securities and Exchange Commission has designated specific due
dates for these reports. Based solely on our review of copies of
the reports filed with the Securities and Exchange Commission and
written representations of our directors and executive officers,
(i) Mr. Joe B. Park failed to timely report three changes in his
ownership relating to his receipt of shares in connection with
our acquisition of Dougherty's Pharmacy, Inc. and Rx-Pro.Com,
Inc., and his conveyance of shares held by him personally to a
family limited partnership; (ii) Ms. Gwendolyn L. Park failed to
report two changes in ownership relating to her indirect
ownership of shares held by Mr. Joe B. Park, (iii) Mr. Baker
failed to timely report a change in his ownership relating to
gifts of shares to his relatives; and (iv) Messrs. Allen,
Brayton, Moncrief and Sommerhalder, each failed to timely file
their initial ownership reports (although such persons did not
own any shares of our stock during the fiscal year).
ITEM 10.
EXECUTIVE COMPENSATION
Summary Compensation. The following table shows for the
fiscal years ended June 30, 1998, 1999 and 2000, compensation
awarded or paid to, or earned by, each person that served as our
Chief Executive Officer during the 2000 fiscal year. None of our
executive officers earned more than $100,00 in salary and bonuses
during such periods.
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<PAGE>
<TABLE>
Summary Compensation Table
Long-Term
Compensation
Annual Compensation Awards
--------------------------- ------------
Restricted
Name and Principal Other Annual Stock All Other
Positions Year Salary Bonus Compensation Awards ($) Compensation
------------------- ------ ------- ----- ------------ ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Thomas R. Baker 2000 $51,923 - - - -
Chief Executive 1999 - - - - -
Officer, President 1998 - - - - -
and Director
-
James C. Rambin (1) 2000 - - - 30,000(2) -
1999 - - - - -
1998 - - - - -
</TABLE>
___________________
(1) Mr. Rambin served as the Chief Executive Officer of Power
Cell, Inc., a predecessor to our company, until October 19,
1999.
(2) Represents value of 50,000 shares of Series A preferred
stock received by Mr. Rambin as compensation in fiscal
2000.
Stock Options
No Stock Options were granted in fiscal 2000, and there were
no outstanding stock options to acquire shares of our company
during our last fiscal year.
Compensation of Directors
None of our Directors received any compensation for service
as Director during the fiscal year ended June 30, 2000.
Employment Contracts and Change in Control Arrangements
We have entered into an employment contract with Mr. Baker.
Mr. Baker receives an annual base salary of $125,000 under his
contract. Mr. Baker's agreement is dated August 6, 2000, and he
serves at the discretion of Joe B. Park, our Chairman. His
agreement provides for renewals for successive 1-year periods
upon the expiration of the initial term, unless terminated at the
expiration of the initial term or any renewal term upon sixty
(60) days prior written notice. His agreement provides that it
may be terminated "for cause," which generally means (i) failing
to perform applicable duties after written notice and thereafter
failing to correct the performance within ten (10) days, (ii)
engaging in conduct injurious to our company, (iii) being
convicted of a felony or other crime of moral turpitude, or (iv)
engaging in misconduct or dishonest conduct of a material nature
that impugns an employee's reputation in the community or impairs
his ability to perform duties to our company. His employment
contract also contains non-solicitation and confidentiality
provisions, as well as a prohibition on competitive activities
during the terms of the employment contract and for a period of
two years after termination.
ITEM 11.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
This table shows, as of September 1, 2000, the beneficial
ownership of Park Pharmacy common stock and Series A preferred
stock by
* each person known to us to be the beneficial owner of
more than 5% of our common stock and/or Series A
preferred stock;
* each director;
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<PAGE>
* each executive officer named in the Summary
Compensation Table on page 4; and
* all directors and executive officers as a group.
Except as noted in the footnotes to the table, each person
has sole voting and investment power over the shares shown in
this table.
<TABLE>
Amount and Nature of
Amount and Nature of Series A Common Stock
Preferred Stock Beneficially Owned
Beneficially Owned (1)(2) (1)(2)
----------------------------- --------------------
Number of Number of Percentage of
Shares Shares all Voting
Name of Beneficial Beneficially Percent of Beneficially Percent of Securities
Owners Owned Class (3) Owned Class (3) (4)
------------------- ------------- ------------- ------------- ------------ -------------
<S> <C> <C> <C> <C> <C>
Beneficial Owners of
5% or More of our
Common or Series A
Preferred Stock:
S. A. Hellerstein (5) - - 1,089,235 24.0% 3.1%
Trustee for the
Farkas Trusts
1139 Delaware Street
Denver, Colorado 80204
Financial Investment - - 363,078 8.0% 1.0%
Partners (6)
208 S. LaSalle
Street, Suite 1040
Chicago, Illinois
60604-1101
Marich Investments, 100,000 3.3% 452,314 10.0% 4.2%
Ltd. (7)
821 9th Street
Greeley,
Colorado 80631
Directors and Named
Executive Officers:
Joe B. Park (8)(9) 2,341,233 77.5% - - 67.3%
Thomas R. Baker (8) 183,373 6.1% 5.3%
Jim Moncrief (8) - - - - -
Gwendolyn Park - - - - -
(8)(10)
Richard M. Allen (8) - - 1,000 * *
James C. Rambin (11) 150,000(12) 5.0% 452,314 (13) 10.0% 5.6%
All Executive 2,524,606 83.6% 1,000 * 72.6%
Officers and
Directors as a
Group (7 persons)(14)
</TABLE>
_________________
* Less than one percent.
(1) Beneficial ownership is determined in accordance with the
rules of the Securities and Exchange Commission and generally
includes voting or investment power with respect to securities.
Shares of common stock subject to options that are presently
exercisable or exercisable within 60 days of September 28, 2000
are deemed to be beneficially owned by the person holding such
options for the purpose of computing the beneficial ownership of
such person, but are not treated as outstanding for the purpose
of computing the beneficial ownership of any other person.
(2) Holders of common stock are entitled to one (1) vote per
share. Holders of Series A preferred stock are entitled to ten
(10) votes per share.
(3) Applicable percentage of ownership is based on 4,529,551
voting shares of common stock and 3,020,430 voting shares of
Series A preferred stock outstanding on September 28, 2000.
(4) For matters where all stockholders vote as a single class.
(5) Includes 1,089,235 shares held by the Farkas Trusts, a group
of trusts of which the beneficiaries include family members of
Howard L. Farkas, a former director of our company. S. A.
Hellerstein serves as the Trustee of the Farkas Trusts and
exercises voting and investment control over these shares. Mr.
Farkas disclaimed beneficial ownership of the shares owned by the
Farkas Trusts.
(6) This entity is composed of certain interests of family
members of Burton W. Kanter, a former director of our company.
Mr. Kanter disclaims beneficial ownership of the shares owned by
this entity.
(7) Janet M. Dickson serves as Trustee of the Marich Family
Trust, a trust established for the beneficiaries of family
members of Rudy Marich, a former officer and director of our
company. Ms. Dickson exercises voting and investment control
with regard to the securities.
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<PAGE>
(8) The address for each director and executive officer is 10711
Preston Road, Suite 250, Dallas, Texas 75230.
(9) Includes 2,308,733 shares of Series A preferred stock owned
by Park Family Limited Partnership over which Mr. Park exercises
voting and investment control.
(10) Ms. Park is the wife of Joe B. Park. Excludes shares held
by Mr. Park.
(11) Mr. Rambin resigned as our chief executive officer and as a
director on October 19, 1999.
(12) Includes 100,000 shares held by the Rambin Family Trust over
which Mr. Rambin exercises voting and investment power as Trustee
of the Trust. The beneficiaries of the Rambin Family Trust are
Ronald E. Rambin, J. Steven Rambin, and Michael C. Rambin, each
of whom are sons of Mr. James C. Rambin.
(13) Includes 453,314 shares held by the Rambin Family Trust over
which Mr. Rambin exercises voting and investment power as Trustee
of the Trust. The beneficiaries of the Rambin Family Trust are
Ronald E. Rambin, J. Steven Rambin, and Michael C. Rambin, each
of whom are sons of Mr. James C. Rambin.
(14) Excludes shares beneficially owned by James C. Rambin, a
former officer and director of our company.
On October 19, 1999, we consummated a Stock Purchase
Agreement with Park Pharmacy Corporation (a predecessor to our
Company), Joe B. Park, Thomas R. Baker and David W. Frauhiger.
As a result of this transaction, Messrs. Park, Baker and
Frauhiger acquired 80% of our voting stock, with Mr. Park
controlling a majority of our voting stock and elected a majority
of the directors of our Company. In addition, in connection with
that transaction, our shareholders approved amendments to our
Articles of Incorporation that authorize us to issue classes of
preferred stock determined by our Board of Directors.
ITEM 12.
CERTAIN RELATIONSHIPS AND CERTAIN TRANSACTIONS
As a result of the Stock Purchase Agreement dated
October 19, 1999, Joe B. Park, our Chairman, became a controlling
shareholder of our Company. In connection with the transaction,
James C. Rambin, our former director and chief executive officer,
received 50,000 shares of Series A preferred stock in
satisfaction bonus arrangements approved during the 1998 fiscal
year. In addition, at the closing of the agreement, the Marich
Family Trust and the Rambin Family Trust, each of which owned
approximately 23% of our issued and outstanding shares prior to
the transaction, exchanged one million shares of our common stock
for 100,000 shares of our Series A preferred stock.
On December 21, 1999, we acquired all of the outstanding
shares of Rx-Pro.Com, Inc. The shareholders of Rx-Pro.Com,
Messrs. Joe B. Park, Jack R. Munn and John A. Blomgren, each
served as directors of our Company at the time of the acquisition
and each received 32,500 shares (for an aggregate of 97,500
shares) of our Series A preferred stock. Mr. Park was also our
chairman and controlling shareholder at the time of the
acquisition.
On December 30, 1999, we acquired all of the issued and
outstanding stock of Dougherty's Pharmacy, Inc. from the Park
Family Limited Partnership. Our Chairman, Joe B. Park, and his
brother J.H. Park, own a 54.45% and 44.55% interest in the
partnership. Mr. Joe B. Park was a director and the controlling
shareholder and Chairman of our Company at the time, and the
partnership received 45,000 shares of our Series A preferred
stock in that transaction.
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<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, on October 30, 2000.
PARK PHARMACY CORPORATION,
a Colorado corporation
By: /s/ Thomas R. Baker
--------------------------------
Name: Thomas R. Baker
Title: President and
Chief Executive Officer
In accordance with the Exchange Act, this report has been
signed on the 30th day of October, 2000, by the following persons
on behalf of the Registrant and in the capacities indicated.
Signature Title Date
--------- ----- ----
/s/ Thomas R. Baker President, Chief October 30, 2000
------------------- Executive Officer and
Thomas R. Baker Director (Principal
Executive Officer,
Principal Financial
Officer and Principal
Accounting Officer)
/s/ James W. Moncreif Executive Vice October 30, 2000
----------------------- President and Director
James W. Moncrief
/s/ Joe B. Park
----------------------- Chairman of the Board October 30, 2000
Joe B. Park of Directors
/s/ Gwendolyn L. Park
----------------------- Secretary, Treasurer October 30, 2000
Gwendolyn L. Park and Director
/s/ Richard M. Allen
----------------------- Chief Infusion October 30, 2000
Richard M. Allen Director and Director
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