<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-K/A
(Mark One)
<TABLE>
<S> <C>
/X/ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
FOR THE FISCAL YEAR ENDED NOVEMBER 30, 1999.
/ / TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
FOR THE TRANSITION PERIOD FROM TO
</TABLE>
COMMISSION FILE NUMBER 0-16401
------------------------
ADVANCED MATERIALS GROUP, INC.
(Exact name of registrant as specified in charter)
<TABLE>
<S> <C>
NEVADA 33-0215295
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
20211 S. SUSANA ROAD, RANCHO DOMINGUEZ, CALIFORNIA 90221
(Address of principal executive offices) (Zip Code)
</TABLE>
------------------------
Issuer's telephone number, including area code: (310) 537-5444
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act: Common Stock,
$.001 par value
------------------------
Indicate by check mark whether the registrant (1) has 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. Yes /X/ No / /
Indicate by check mark if disclosure of delinquent filers in response to
Item 405 of Regulation S-B 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. /X/
There were 8,519,055 shares of the registrant's voting common stock with a
par value of $0.001 outstanding at February 4, 2000. The aggregate market value
of the shares of voting common stock held by non-affiliates of the registrant on
February 4, 2000 was $9,389,951.
DOCUMENTS INCORPORATED BY REFERENCE
The definitive proxy statement relating to the registrant's Annual Meeting
of Share Owners, to be held April 4, 2000 are is incorporated by reference in
Part III to the extent described therein.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
The Company's common stock has traded on the NASDAQ Small-Cap Stock Market
("NASDAQ") under the symbol ADMG since June 23, 1993. The high and low closing
prices for the common stock for the past two fiscal years as reported by NASDAQ
are set forth in the following table. Such quotations reflect inter-dealer
prices, without retail mark-up, markdown or commission, and may not represent
actual transactions.
<TABLE>
<CAPTION>
FISCAL 1999 HIGH LOW FISCAL 1998 HIGH LOW
- ----------- ------------ ----------- ----------- ----------- ------------
<S> <C> <C> <C> <C> <C>
Fourth Quarter................. $ 1 5/32 $ 11/16 Fourth Quarter................. $ 1 7/16 $ 7/8
Third Quarter.................. $ 1 13/32 $ 1 Third Quarter.................. $ 2 5/8 $ 1 1/2
Second Quarter................. $ 1 7/32 $ 27/32 Second Quarter................. $ 3 7/16 $ 2 5/8
First Quarter.................. $ 1 17/32 $ 1 First Quarter.................. $ 3 1/2 $ 2 23/32
</TABLE>
There were 1,253 stockholders of record as of February 4, 2000.
The present policy of the Company is to retain earnings to provide funds for
the operation and expansion of its business. The Company has paid no cash
dividends during the past three fiscal years and management does not anticipate
that it will do so in the foreseeable future.
10
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA.
CONSOLIDATED STATEMENT OF OPERATIONS DATA:
<TABLE>
<CAPTION>
1999 1998 1997 1996 1995
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Revenues:
Net sales................... $34,798,000 $28,916,000 $28,898,000 $17,133,000 $14,728,000
Costs and expenses:
Cost of sales............... 30,257,000 22,513,000 21,460,000 14,044,000 13,076,000
Selling, general and
administrative............ 4,528,000 4,027,000 3,554,000 2,526,000 2,725,000
Write-off of start-up costs -- 608,000 -- -- --
Write-off of capitalized
license................... -- 158,000 -- -- --
Write-down of goodwill...... -- 909,000 -- -- 719,000
Interest expense............ 504,000 298,000 211,000 561,000 783,000
Depreciation and
amortization.............. 220,000 322,000 369,000 369,000 401,000
Other....................... 163,000 247,000 124,000 11,000 --
----------- ----------- ----------- ----------- -----------
Total costs and
expenses................ 35,672,000 29,052,000 25,718,000 17,511,000 17,704,000
----------- ----------- ----------- ----------- -----------
Other income:
Realized gain on sale of
securities................ -- -- 139,000 4,310,000 --
Gain on forgiveness of
debt...................... -- -- -- 508,000 --
----------- ----------- ----------- ----------- -----------
Income (loss) before income
taxes....................... (874,000) (1,793,000) 3,096,000 4,346,000 (2,976,000)
Income taxes.................. -- (538,000) (180,000) (162,000) (3,000)
Net loss from discontinued
operations.................. -- 1,627,000 223,000 94,000 --
----------- ----------- ----------- ----------- -----------
Net income (loss)............. $ (874,000) $(2,331,000) $ 2,916,000 $ 4,184,000 $(2,979,000)
=========== =========== =========== =========== ===========
Net income (loss) per share
Basic....................... $ (0.10) $ (0.27) $ 0.30 $ 0.40 $ (0.32)
=========== =========== =========== =========== ===========
Diluted..................... $ (0.10) $ (0.27) $ 0.27 $ 0.39 $ (0.32)
=========== =========== =========== =========== ===========
Working capital............... $ 1,356,000 $ 2,055,000 $ 3,505,000 $ 4,266,000 $ 1,051,000
Total assets.................. $16,092,000 $12,682,000 $12,601,000 $13,661,000 $14,126,000
Total liabilities............. $13,105,000 $ 8,565,000 $ 6,265,000 $ 7,091,000 $10,497,000
Stockholders' equity.......... $ 2,987,000 $ 4,117,000 $ 6,336,000 $ 6,570,000 $ 3,629,000
</TABLE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
RESULTS OF OPERATIONS FOR FISCAL 1999 COMPARED WITH 1998 AND 1998 COMPARED WITH
1997
The Company's revenue from continuing operations for the fiscal year ended
November 30, 1999 was $34.8 million, an increase of 20.3% compared to fiscal
1998. Revenues from the Singapore strategic manufacturing venture grew to
$8,409,000 in fiscal 1999 from $2,035,000 in 1998. Revenues in Ireland grew to
$3,313,000 in fiscal 1999 from $423,000 in 1998. Revenues from U.S. operations
declined to $23,076,000 in fiscal 1999 from $26,458,000 in 1998. The shift in
revenues from U.S.-based plants to overseas operations is due to local sourcing
requirements of a major customer. This shift first began in mid-1998. Revenues
in 1998 were essentially flat compared to fiscal 1997. Revenues from the
Singapore strategic manufacturing venture grew to $2,035,000 in fiscal 1998 from
$0 in 1997. Revenues in Ireland grew to $423,000 in fiscal 1998 from $0 in 1997.
Revenues from U.S. operations declined to $26,458,000 in fiscal 1998 from
$28,898,000 in 1997.
11
<PAGE>
Cost of sales in fiscal 1999 increased by 34.4% to $30,257,000, from
$22,513,000 in 1998. Lower volumes at the Company's domestic locations has led
to lower capacity utilization and negatively impacted labor and overhead
absorption. The Company has responded to declining U.S. volumes by announcing
closures of plants in Portland, Oregon and Denver, Colorado. AMG's expansion in
Ireland added fixed cost. Profit sharing in the Singapore strategic
manufacturing venture also added significantly to cost of sales. The Company
also experienced pricing pressures during the year. Cost of sales increased 4.9%
in 1998 from 1997. AMG added manufacturing capacity with expansions in Ireland
and a strategic manufacturing relationship with a company in Singapore. Lower
volumes at the Company's domestic locations led to lower capacity utilization
and negatively impacted labor and overhead absorption. The Company also
experienced pricing pressures and larger than expected start-up costs on certain
new products in the second half of the year.
AMG's gross profit percentage was 13.1% in 1999, compared to 22.1% in 1998
and 25.7% in 1997.
Selling, general and administrative expense increased in 1999 to $4,528,000,
versus $4,027,000, excluding $608,000 of Ireland start-up expenses and a
$158,000 write-off of a capitalized license. The increase is due primarily to
the expansion of the U.S. sales force and as a result of the manufacturing
expansion at the Company's subsidiary in Ireland. Selling, general and
administrative expense increased 13% to $4,027,000 in 1998 due to the
manufacturing expansion at the Company's subsidiary in Ireland.
Interest expense in fiscal 1999 was $504,000 compared to $298,000 in fiscal
1998. The increase was due to a change in the discount factor used for deferred
compensation, higher borrowing levels to support the Company's expansion in
Ireland and Singapore and higher interest rates. In 1998 interest expense
increased by $87,000 as a result of the Company's expansion in Ireland and
Singapore.
The Company has no income tax expense in fiscal 1999 due primarily to the
1999 net loss and an increase in the valuation allowance relative to deferred
tax assets. The Company recorded a tax provision of $538,000 in fiscal 1998 due
to foreign losses without tax benefit and an increase in the valuation allowance
relative to deferred tax assets. This resulted in an effective tax rate of 35.7%
in 1998.
Net loss from continuing operations for fiscal 1999 was $874,000 compared to
a net loss from continuing operations in 1998 of $704,000. Fiscal 1998 results
included several non-recurring items including start-up costs incurred of
approximately $608,000 related to the Company's Ireland facility, a write-off of
$158,000 for license rights relative to technology which has been discontinued
and an impairment charge of $909,000 on goodwill associated with the
discontinuance of product sales relative to the purchase of certain assets of
Wilshire Technologies Inc.'s OEM Medical Products Division in 1993. Exclusive of
these items, fiscal 1998 net income from continuing operations would have been
$971,000.
Fiscal 1997 results included a one-time transaction relating to the sale of
50,000 shares of IT stock in January 1997. Excluding this one-time transaction
the Company would have reported net income from continuing operations of
$3.2 million.
LIQUIDITY AND CAPITAL RESOURCES
The Company's operating activities consumed $1,245,000 from operating
activities in fiscal 1999, compared to cash generated of $749,000 and $2,740,000
in 1998 and 1997, respectively.
Accounts receivable increased by approximately $2.1 million in 1999 as a
result of shipments to Singapore, which is partially offset by increases to
accounts payable and deferred income totaling $1.7 million. Inventory, primarily
in raw materials, increased in 1999 as a direct result of the increase in sales
volume. During the three-year period the Company experienced an increase in its
concentration of credit risk as one customer, Hewlett Packard, accounted for 41%
of revenue during fiscal 1999, compared to 39% in 1998 and 1997. The same
customer accounted for 29% and 34% of accounts receivable at the end of 1999 and
1998, respectively.
12
<PAGE>
AMG invested $1,012,000 and $1,315,000 in capital equipment to start-up
operations in Ireland and to support domestic product-line expansion, in 1999
and 1998, respectively. In 1997, the Company invested $794,000 in capital
equipment to support increases in production volumes and upgrade computer
systems throughout the Company. The Company currently has outstanding capital
equipment commitments totaling $100,000.
The Company had approximately $496,000 of cash and cash equivalents at
November 30, 1999. The Company's operating credit line with its primary lenders
has current availability, as of February 4, 2000, of $5,000,000 with $3,800,000
currently outstanding. AML has a commitment from an Irish lender to provide up
to $800,000 for capital equipment expenditures. AML currently has $396,000
outstanding against this line. AML also has a commitment from an Irish bank to
provide a $200,000 overdraft facility. Currently, there is no outstanding
balance against this line. The Company anticipates that existing cash, cash from
operations and existing lines of credit will supply sufficient cash for
investment, working capital requirements, capital expenditures and debt payments
for the next twelve months.
Prior to year end the Company entered in to a forbearance agreement with its
bank after it violated several debt covenants during fiscal 1999. In February
2000, the Company also entered into a new asset-based credit agreement which
will provide a borrowing base of $5,650,000.
BUSINESS OUTLOOK
The outlook section contains a number of forward-looking statements, all of
which are based on current expectations. Actual results may differ materially.
The Company currently has sufficient orders from OEMs to believe that sales
growth will continue in fiscal 2000. Based on current projected order releases
from major customers, the sales growth year-to-year is projected to be
approximately 15% in fiscal 2000. Ireland is expected to show substantial growth
in 2000, with more modest growth projected from the Singapore strategic
manufacturing venture and U.S. operations.
Gross profit and operating profit margins are expected to improve in 2000,
primarily due to the Company's plant closures in the U.S. and growth in Ireland.
Interest expense is expected to increase in fiscal 2000 due to anticipated
higher average interest rates.
IMPACT OF YEAR 2000
In prior years, the Company discussed the nature and progress of its plans
to become Year 2000 ready. In late 1999, the Company completed its remediation
and testing of systems. As a result of those planning and implementation
efforts, the Company experienced no significant disruptions in mission critical
information technology and non-information technology systems and believes those
systems successfully responded to the Year 2000 date change. The Company
expensed approximately $35,000 during 1999 in connection with remediating its
systems. The Company is not aware of any material problems resulting from Year
2000 issues, either with its products, its internal systems, or the products and
services of third parties. The Company will continue to monitor its mission
critical computer applications and those of its suppliers and vendors throughout
the year 2000 to ensure that any latent Year 2000 matters that may arise are
addressed promptly.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
The Private Securities Litigation Reform Act of 1995 provides for a "safe
harbor" for forward looking statements to encourage Companies to provide
prospective information about their companies without fear of litigation so long
as those statements are identified as forward looking and are accompanied by
meaningful cautionary statements identifying important factors that could cause
actual results to differ materially from those projected in the statement. The
Act only became law in late December 1995 and,
13
<PAGE>
except for the Conference Report, no official interpretations of the Act's
provisions have been published. Accordingly, the Company hereby identifies the
following important factors which could cause the Company's actual financial
results to differ materially from any such results which might be projected,
forecast, estimated or budgeted by the Company in forward looking statements.
a) General business conditions, including a worsening economy which might slow
the overall demand for the Company's products; increased inflationary
pressures which might lead to increasing prices for raw materials, labor,
and increases of interest costs based on the Company's borrowing activities.
b) Competitive factors, including the entry of new competitors into the
marketplace and/or heightened competition from existing competitors leading
to increased price competition and margin erosion; and the introduction of
new products or technologies by customers or competitors.
c) Under utilization of the Company's factories and plants, or of any new
plants.
d) Concentrations of sales in markets and customers.
e) Failures to obtain new customers, retain existing customers or volume
reductions by current customers.
f) Concentrations of raw material suppliers, including difficulties or delays
in obtaining raw materials.
g) Inability to execute marketing and sales plans, including price increases.
h) Inability to develop cost effective means for timely production of new
product orders in required quantities.
i) Delays or cancellations of orders; timing of significant orders; and
introduction of new products.
j) Delays in development of production equipment required for new products.
k) Short-term fluctuations in margins due to yields and efficiencies.
l) The effects of changes in foreign currencies.
m) Loss of executive management or other key employees.
n) Changes in financing amount, availability or cost.
o) The effects of changes in costs and availability of insurance coverage.
p) The effects of changes in compensation or benefit plans.
q) Adoptions of new, or changes in, accounting policies and practices and the
application of such policies and practices.
r) Adverse results in significant litigation matters.
The foregoing review of factors pursuant to the Private Litigation
Securities Reform Act of 1995 should not be construed as exhaustive or as any
admission regarding the adequacy of disclosures made by the Company prior to the
effective date of said Act.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
A portion of the Company's operations consists of manufacturing and sales
activities in foreign jurisdictions. The Company manufactures its product in the
United States, Ireland and Singapore and sells the products in those markets as
well. As a result, the Company's financial results could be affected by factors
such as changes in foreign currency exchange rates or weak economic conditions
in the foreign markets in which the Company distributes its products. The
Company's functional currency has been determined to be of the United States
dollars since the parent company funds all the capital and start-up costs,
ongoing capital expenditures as well as the operating losses of the foreign
subsidiaries. In addition,
14
<PAGE>
the majority of the sales is also denominated in Unites States dollars. The
Company maintained the books of its Singapore operations in the Unites States
dollar and maintained the books of its Ireland operations in Irish pounds.
Accordingly, the financial statements of the Irish subsidiary are remeasured to
the United States dollars and the translation gains or losses are reflected in
the Company's statement of operations. The Company believes its exposure to
translation gains and losses with respect to its foreign operations in minimal
due to the stability of the foreign markets in which the Company operates.
The Company's interest expense is most sensitive to changes in interest
rates relating primarily to the Company's current and future debt obligations.
The Company is vulnerable, however, to significant fluctuations of interest
rates on its floating rate debt.
The following table provides information about the Company's debt
obligations that are sensitive to changes in interest rates (dollars in
thousands):
<TABLE>
<CAPTION>
FAIR
VALUE
2000 2001 2002 2003 2004 THEREAFTER TOTAL 11/30/99
-------- -------- -------- -------- -------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
LIABILITIES
Line of credit............ $5,600 $5,600 $5,600
Avg. interest rate........ P+1.25
Term loan................. $ 800 $ 800 $ 800 $2,400 $2,400
Avg. interest rate........ LIBOR LIBOR LIBOR
+2.5 +2.5 +2.5
Conv. Debentures.......... $ 405 $ 405 $ 405 $405 $405 $2,025 $2,025
Avg. interest rate........ 7.5% 7.5% 7.5% 7.5% 7.5%
</TABLE>
15
<PAGE>
ADVANCED MATERIALS GROUP, INC.
SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED NOVEMBER 30, 1999, 1998 AND 1997
<TABLE>
<CAPTION>
UNCOLLECTIBLE
ADDITIONS ACCOUNTS
BALANCE AT (DEDUCTIONS) WRITTEN OFF, INVENTORY BALANCE AT
BEGINNING OF CHARGED TO NET OF WRITTEN OFF END OF
PERIOD EXPENSES RECOVERIES (RECOVERED) PERIOD
------------ ------------ ------------- ----------- ----------
<S> <C> <C> <C> <C> <C>
Year Ended November 30, 1997
Allowance for doubtful accounts........... $ 98,000 $ 2,000 $ -- $ -- $100,000
Allowance for obsolete and excess
inventory............................... 92,000 98,000 -- 24,000 166,000
-------- --------- ------- -------- --------
Total................................. $190,000 $ 100,000 $ -- $ 24,000 $266,000
======== ========= ======= ======== ========
Year Ended November 30, 1998
Allowance for doubtful accounts........... $100,000 $ (2,000) $(2,000) -- $100,000
Allowance for obsolete and excess
inventory............................... 166,000 (113,000) -- (24,000) 77,000
-------- --------- ------- -------- --------
Total................................. $266,000 $(115,000) $(2,000) $(24,000) $177,000
======== ========= ======= ======== ========
Year Ended November 30, 1999
Allowance for doubtful accounts........... $100,000 $ -- $ -- $ -- $100,000
Allowance for obsolete and excess
inventory............................... 77,000 89,000 -- -- 166,000
-------- --------- ------- -------- --------
Total................................. $177,000 $ 89,000 $ -- $ -- $266,000
======== ========= ======= ======== ========
</TABLE>
43
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.
ITEM 11. EXECUTIVE COMPENSATION.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The information for Part III, items 10, 11, 12 and 13 are hereby
incorporated by reference to the Company's Proxy Statement for a meeting to be
held on April 4, 2000, which will be filed with the Commission within (120) one
hundred twenty days of the close of the fiscal year pursuant to Regulation 14A.
ITEM 14. EXHIBIT AND REPORTS ON FORM 8-K.
(a) List of Exhibits:
<TABLE>
<CAPTION>
NO. EXHIBITS
--- --------
<C> <S>
2.1 Agreement and Plan of Reorganization dated April 21, 1993
between Far West Ventures, Inc. (now known as Advanced
Materials Group, Inc.), Wilshire Advanced Materials, Inc.
and the stockholders of Wilshire Advanced Materials, Inc.
(1)
3.1 Articles of Incorporation of Advanced Materials Group, Inc.
(formerly known as Far West Ventures, Inc.). (1)
3.2 Certificate of Amendment of Articles of Incorporation of
Advanced Materials Group, Inc. (1)
3.3 Bylaws, as amended, of Advanced Materials Group, Inc. (1)
10.1 Asset Purchase Agreement dated August 4, 1992 between
Wilshire Advanced Materials, Inc. and Wilshire
Technologies, Inc. (1)
10.2 Amendment to Asset Purchase Agreement dated August 4, 1992
between Wilshire Advanced Materials, Inc. and Wilshire
Technologies, Inc. dated December 2, 1992. (1)
10.3 Stock Purchase Agreement dated October 6, 1993 between
Advanced Materials Group, Inc. and the stockholders of
Condor Utility Products, Inc. (2)
10.4 The 1993 Stock Option Plan of Advanced Materials Group, Inc.
(3)
10.5 Form of Convertible Debenture. (4)
10.6 Promissory Note of the Company dated March 25, 1994 payable
to Michael W. Crow in the amount of $787,618. (5)
10.7 Amended and Restated Promissory Note dated August 16, 1995
between Advanced Material Group, Inc. and Hiram H. Johnson
and Beth A. Johnson. (6)
10.8 Industrial Lease Agreement executed August 31, 1995 between
New York Life Insurance and Annuity Corporation, as
Landlord and Advanced Materials, Inc., as Tenant. (7)
10.9 Form of Equity Warrant between Advanced Materials Group,
Inc. and Trilon Dominion Partners, L.L.C. (8)
10.10 Form of Debt Warrant between Advanced Materials Group, Inc.
and Trilon Dominion Partners, LLC. (9)
10.11 Loan Agreement dated as of November 26, 1996, between
Advanced Materials, Inc. And Wells Fargo National
Association. (10)
10.12 First Amendment to Loan Agreement dated as of September 1,
1996, between Advanced Materials, Inc. and Wells Fargo
National Association. (11)
</TABLE>
44
<PAGE>
<TABLE>
<CAPTION>
NO. EXHIBITS
--- --------
<C> <S>
10.13 Asset Purchase and Sale Agreement dated as of September 1,
1996, between Advanced Materials, Inc. and Gasket and
Molded Products, Inc. and Shareholders. (12)
10.14 Amendment One to Lease dated as of September 27, 1996,
between Advanced Materials Group, Inc. And Riggs National
Bank of Washington, D.C. as Trustee of the Multi-Employer
Property Trust. (13)
10.15 The 1997 Stock Option Plan of Advanced Materials Group, Inc.
(14)
10.16 Industrial sublease agreement executed September 1, 1997
between Advanced Material, Inc. as landlord and S-Line as
tenant. (15)
10.17 Manufacturing agreement dated January 30, 1998 by and
between Advanced Materials FSC Ltd. and Foamtec
(Singapore) Pte. Ltd. (16)
10.18 Form of Warrant Assignment agreement dated September 15,
1997 between Trilon Dominion Partners, LLC. and certain
individuals. (17)
10.19 Credit Agreement dated as of February 27, 1998 between
Advanced Materials Group, Inc. and Wells Fargo Bank,
National Association. (18)
10.20 The 1998 Stock Option Plan of Advanced Materials Group, Inc.
(19)
10.21 Legal settlement with a former employee of Condor Utility
Products, Inc. (13)
10.22 Employment agreement dated September 11, 1998 between
Advanced Materials Group, Inc. and Steve F. Scott, Chief
Executive Officer, President and Director. (16)
10.23 Consulting Agreement dated March 31, 1997 between Advanced
Materials Group, Inc. and Paschall and Company. (16)
10.24 Industrial Lease Agreement executed August 31, 1995 between
Riggs National Bank of Washington, D.C. as Trustee of the
Multi-Employer Property Trust as Landlord and Advanced
Materials, Inc., as Tenant.
10.25 Employment agreement dated August 1, 1999 between Advanced
Materials Group, Inc. and David A. Lasnier, Senior Vice
President, General Manager.
10.26 Employment agreement dated August 1, 1999 between Advanced
Materials Group, Inc. and James Douglas Graven, Vice
President, Chief Financial Officer.
21. List of Subsidiaries.
27. Financial Data Schedule
</TABLE>
- ------------------------
(1) Filed as a like-numbered exhibit to the Company's Registration Statement on
Form SB-2 dated December 6, 1993 (Registration No. 33-72500).
(2) Filed as Exhibit 10.10 to the Company's Registration Statement on Form SB-2
dated December 6, 1993 (Registration No. 33-72500)
(3) Filed as Exhibit 10.18 to Amendment No. 1 dated March 1, 1994 to the
Company's Registration Statement on Form SB-2 dated December 6, 1993
(Registration No. 33-72500)
(4) Filed as Exhibit 10.23 to Amendment No. 2 dated May 6, 1994 to the Company's
Registration Statement on Form SB-2 dated December 6, 1993 (Registration
No. 33-72500)
(5) Filed as Exhibit 10.24 to Amendment No. 2 dated May 6, 1994 to the Company's
Registration Statement on Form SB-2 dated December 6, 1993 (Registration
No. 33-72500)
(6) Filed as Exhibit 10.2 to Form 10-QSB dated August 31, 1995.
(7) Filed as Exhibit 10.3 to Form 10-QSB dated August 31, 1995.
(8) Filed as Exhibit 2.2 to Form 8-K filed January 5, 1996.
(9) Filed as Exhibit 2.3 to Form 8-K filed January 5, 1996.
(10) Filed as Exhibit 10.18 to Form 10-KSB dated November 30, 1996.
45
<PAGE>
(11) Filed as Exhibit 10.19 to Form 10-KSB dated November 30, 1996.
(12) Filed as Exhibit 10.20 to Form 10-KSB dated November 30, 1996.
(13) Filed as Exhibit 10.21 to Form 10-KSB dated November 30, 1996.
(14) Filed as Exhibit 10.21 to Form 10-KSB dated November 30, 1997.
(15) Filed as Exhibit 10.22 to Form 10-KSB dated November 30, 1997.
(16) Filed as Exhibit 10.23 to Form 10-KSB dated November 30, 1997.
(17) Filed as Exhibit 10.24 to Form 10-KSB dated November 30, 1997.
(18) Filed as Exhibit 10.1 to Form 8-K filed February 27, 1998.
(19) Filed as Exhibit A to Form DEF-14A dated April 8, 1998.
(b) Reports on Form 8-K
None.
46
<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.
<TABLE>
<S> <C> <C>
ADVANCED MATERIALS GROUP, INC.
Dated: February 28, 2000
By: /s/ STEVE F. SCOTT
-----------------------------------------
Steve F. Scott
PRESIDENT AND CHIEF EXECUTIVE OFFICER
</TABLE>
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.
<TABLE>
<C> <S> <C>
Chief Executive Officer,
/s/ STEVE F. SCOTT President and Director
------------------------------------------- (PRINCIPAL EXECUTIVE February 28, 2000
Steve F. Scott OFFICER)
Vice President/Chief
/s/ J. DOUGLAS GRAVEN Financial Officer and
------------------------------------------- Secretary February 28, 2000
J. Douglas Graven (PRINCIPAL FINANCIAL
OFFICER)
/s/ JOHN L. WATKINS
------------------------------------------- Controller (PRINCIPAL February 28, 2000
John L. Watkins ACCOUNTING OFFICER)
/s/ TIMOTHY R. BUSCH
------------------------------------------- Chairman and Director February 28, 2000
Timothy R. Busch
/s/ MAURICE J. DEWALD
------------------------------------------- Director February 28, 2000
Maurice J. DeWald
/s/ MICHAEL A. LEDEEN
------------------------------------------- Director February 28, 2000
Michael A. Ledeen
/s/ ALLAN H. MELTZER
------------------------------------------- Director February 28, 2000
Allan H. Meltzer
/s/ N. PRICE PASCHALL
------------------------------------------- Director February 28, 2000
N. Price Paschall
</TABLE>
47
