<PAGE>
FORM 10-K/A
AMENDMENT NO. 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
ANNUAL REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[ X ] Annual report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended December 31, 1996
[ ] Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from to
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Commission file number 0-14784
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Cable Car Beverage Corporation
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Exact name of Registrant as specified in its charter)
DELAWARE 52-0880815
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization Identification No.)
717 17th Street, Suite 1475, Denver, Colorado 80202
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 298-9038
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Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
None None
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Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 Par Value
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(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 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
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The aggregate market value of equity securities held by non-
affiliates of the Registrant on April 23, 1997 was approximately
$17,035,000.
As of April 23, 1997 there were 8,905,324 shares of common stock
outstanding.
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<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Directors and Executive Officers
The executive officers and directors of the Company are as follows:
<TABLE>
<CAPTION>
Year Became
Name Age Director Position
- ---------------- ----- --------------- -----------------
<S> <C> <C> <C>
Samuel M. Simpson 44 1986 President, Director
James P. McCloskey 46 1992 Director
William H. Rutter 45 1995 Director
Myron D. Stadler 30 N/A Chief Accounting Officer
</TABLE>
Set forth below is certain information regarding the directors and
executive officers:
Samuel M. Simpson has been President, Chief Executive Officer and a
director of the Company since 1986. He has served as Chairman of the
Board since 1992. He was employed as a consultant to reorganize the
Company during 1983 prior to joining the Company first as its Vice
President in 1984 and later as its President and Chief Executive Officer
in 1986. From 1979 to 1984 Mr. Simpson was President of Energy Prospects,
Inc. a Denver based privately owned oil and gas company.
James P. McCloskey is Chief Financial Officer of Red Robin
International, Inc. in Denver, Colorado and has been a director of the
Company since 1992. From April 1994 to February 1996, Mr. McCloskey was
the Chief Financial Officer for Avalon Software Company, in Tucson,
Arizona. From 1988 until April 1994, he was Chief Financial Officer of
the Famous Amos Chocolate Chip Cookie Corporation, San Francisco,
California. From 1985 to 1988 he was Chief Financial Officer and
President, respectively, of the William J. Ash Corporation and The James
P. McCloskey Corporation, Denver, Colorado, both privately owned real
estate development companies. Mr. McCloskey is a certified public
accountant.
William H. Rutter is a private investor and has been a director of
the Company since 1995. From 1991 to 1993, Mr. Rutter was the president
of Capstone Management Corporation which owns and operates restaurants in
the Denver area. From 1984 to 1990, he was a partner in Sherman & Howard,
a Denver, Colorado law firm.
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<PAGE>
Myron D. Stadler has been employed by the Company since 1992 and was
elected Chief Accounting Officer and Secretary in 1995. Prior to 1992,
Mr. Stadler was a financial analyst for the City and County of Denver at
Stapleton International Airport.
ITEM 11. EXECUTIVE COMPENSATION.
The following table provides summary information concerning
compensation paid to or earned by the Company's Chief Executive Officer
for the years ended December 31, 1996, 1995 and 1994.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION
--------------------
Name & Annual Compensation
Principal Other Annual
Position Year Salary Bonus Compensation(2)
- ------------------- ---- ------ --------- ---------------
<S> <C> <C> <C> <C>
Samuel M. Simpson(1) 1996 $150,000 $140,000 $170,266
President & Chairman 1995 120,000 75,000 0
of the Board 1994 115,137 40,000 0
</TABLE>
<TABLE>
<CAPTION>
SUMMARY COMPENSATION CONT.
--------------------------
Long-Term Compensation
----------------------
Name & Awards Payouts
----------------- --------------------
Principal Restricted LTIP All Other
Position Year Stock Options #Payouts Compensation
- ------------------- ---- ---------- ------- -------- ------------
<S> <C> <C> <C> <C> <C>
Samuel M. Simpson(1) 1996 $0 0 $0 $0
President & Chairman 1995 0 0 0 0
of the Board 1994 0 0 0 0
</TABLE>
(1)As permitted by Commission rules, no amounts are shown for certain
perquisites, where such amounts do not exceed the lesser of 10% of bonus
plus salary or $50,000.
(2)The amounts under "Other Annual Compensation" represent the value
realized from the exercise of stock options.
The following table provides information with respect to the named
officers concerning unexercised stock options held as of December 31, 1996.
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
---------------------------------------------------
FISCAL YEAR END OPTION VALUES
-----------------------------
Number Of
Shares Unexercised
Acquired On Value Options At
exercise(#) Realized December 31,1996(#)
Name Exercisable Unexercisable
- ------------------- ------------- --------- ----------- -------------
<S> <C> <C> <C> <C>
Samuel M. Simpson
President & Chairman
of the Board 166,666 170,266 135,000 75,000
Myron D. Stadler
Chief Accounting
Officer & Secretary 25,000 20,428 27,200 42,800
</TABLE>
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
---------------------------------------------------
FISCAL YEAR END OPTION VALUES CONT.
-----------------------------------
Value Of Unexercised
In The Money Options
At December 31,1996($) (1)
Name Exercisable Unexercisable
- ------------------- ------------- -------------
<S> <C> <C>
Samuel M. Simpson
President & Chairman
of the Board 140,250 18,750
Myron D. Stadler
Chief Accounting
Officer & Secretary 31,980 28,520
</TABLE>
(1) Based on the closing bid price of the Company's common stock at
December 31, 1996 as reported by the NASDAQ system.
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<PAGE>
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR
---------------------------------
INDIVIDUAL GRANTS
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% of Total Options
Number Of Securities Granted to Exercise or
Underlying Options Employees in Base Price
Name Granted (#)(2) Fiscal Year ($/Sh)
<S> <C> <C> <C>
McCloskey, James P. 37,500 20% $2.00
Rutter, William H. 37,500 20% $2.00
mpson, Samuel M. 75,000 39% $2.00
Stadler, Myron 20,000 11% $2.00
</TABLE>
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR CONT.
-----------------------------------------
Potential Realizable
Value at Assumed
Annual Rates of Stock
Price Appreciation for
Option Term(1)
Name Expiration Date 5% 10%
- ------------------- ----------------- --------- ----------
<S> <C> <C> <C>
McCloskey, James P. December 31, 2000 11,822 24,825
Rutter, William H. December 31, 2000 11,822 24,825
Simpson, Samuel M. December 31, 2000 23,644 49,650
Stadler, Myron December 31, 2003 3,370 7,262
</TABLE>
(1) The potential realizable value is based on the term of the option
at the date of grant. It is calculated by assuming that the stock price
on the date of grant appreciates at the indicated annual rate, compounded
annually for the entire term, and that the option is exercised and sold
on the last day of the option term for the appreciated stock price.
These amounts represent certain assumed rates of appreciation only, in
accordance with the rules of the Commission, and do not reflect the
Company's estimate or projection of future stock price performance.
Actual gains, if any, are dependent on the actual future performance of
the Common Stock. There can be no assurance that the amounts reflected in
this table will be achieved.
(2) These options become exercisable December 31, 1997 through
December 31, 2000.
Compensation Pursuant to Plans
------------------------------
The Company presently has no proposed compensation plans such as
pension, profit sharing, retirement plans, or other similar forms of
executive compensation.
Employment Agreement
--------------------
The Company's President and Chief Executive Officer, Samuel M.
Simpson, has an employment agreement with the Company which currently
runs through December 31, 1999. Mr. Simpson's agreement provides for an
annual base salary of $175,000 plus an annual bonus which is based on the
Company achieving certain financial performance levels.
Directors
---------
The Company compensates outside directors at the rate of $1,000 per
quarter and reimburses direct expenses associated with attending meetings.
The Board of Directors does not have committees.
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<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
The table below sets forth information as of April 23, 1997 with
respect to beneficial ownership of the Common Stock by all directors and
officers, both individually and as a group, and by each person known by
the Company to be the beneficial owner of more than five percent of the
outstanding shares of the Common Stock. As of April 23, 1997 the Company
had 8,905,324 shares of common stock outstanding.
<TABLE>
<CAPTION>
Amount and Nature of Percent of
Name Beneficial Ownership1 Class Owned
-------------------- --------------------- -----------
Officers & Directors
<S> <C> <C>
Samuel M. Simpson 1,314,877 14.3%
James P. McCloskey 143,625 1.57%
William H. Rutter 761,232 8.39%
Myron D. Stadler 95,000 1.05%
Officers and Directors
as a Group (4 persons) 2,314,734 24.4%
</TABLE>
5% Shareholders
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None
1 Includes presently outstanding options to purchase shares of the
Company's Common Stock held by each of the foregoing.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
On May 1, 1996, the Company loaned $75,000 to Samuel M. Simpson, the
Company's President and CEO. The loan proceeds were used by Mr. Simpson
to exercise 166,666 stock options in the Company. This loan was evidenced
by a promissory note bearing interest of 8% per annum, with interest and
principal due and payable on January 31, 1997. Mr. Simpson pledged
268,644 shares of common stock of the Company as security for this loan.
The largest aggregate amount of indebtedness during 1996 was $79,016.39
which included $4,016.39 of accrued interest. The entire amount of the
loan including interest was repaid on December 31, 1996.
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<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K.
(a) The following documents are filed as a part of this report:
Financial Statements and Financial Statement Schedules
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The financial statements and financial statement schedules filed with
this report are listed in the Index to Financial Statements appearing on
page F1.
Exhibits
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The documents listed below have been filed as exhibits to this report:
Exhibit Number Exhibits
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(3)-A Certificate of Incorporation, as amended (Filed
as Exhibit (3) with and incorporated by reference
from Form 10-K dated October 9, 1987)
(3)-B Certificate of Amendment - July 20, 1989, changing
name *
(3)-C Bylaws, as amended (Filed as Exhibit (3) with and
incorporated by reference from Form 10-K dated
October 9, 1987)
(10)-G Stewart's Master Agreement - Stewart's Restaurants,
Inc. as amended by Addendum, dated April 11, 1994
and incorporated by reference from Form 10-K dated
May 4, 1994
(10)-S Employment Agreement with executive, Samuel M.
Simpson and incorporated by reference from Form
10-K dated April 14, 1995.
(10)-T Addendum to Employment Agreement with executive,
Samuel M. Simpson.
(21) Subsidiaries of the Company (Filed as Exhibit
(22) with and incorporated by reference to the
current Form 10-K, Note 1 to the Consolidated
Financial Statements.)
* Incorporated by reference to Form S-1 filed September 25, 1989, SEC
file #33-30480.
(b) Reports on Form 8-K
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None.
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<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Cable Car Beverage Corporation has duly caused this
report to be signed on its behalf by the undersigned, hereunto duly
authorized.
(Registrant) CABLE CAR BEVERAGE CORPORATION
(Date) April 23, 1997
By(Signature) /s/Samuel M. Simpson
(Name and Title) Samuel M. Simpson
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated.
(Date) April 23, 1997
By(Signature) /s/Samuel M. Simpson
(Name and Title) Samuel M. Simpson
Chairman of the Board & President
(Date) April 23, 1997
By(signature) /s/Myron D. Stadler
(Name and Title) Myron D. Stadler
Chief Accounting Officer
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<PAGE>
Exhibit (10)-T
ADDENDUM
This Addendum is effective as of December 23, 1996 between Cable
Car Beverage Corporation, a Delaware corporation (the "Company"), and
Samuel M. Simpson, an individual resident of Colorado ("Executive").
WHEREAS, the Company and Executive entered into an Employment
Agreement, dated as of December 15, 1994 (the "Employment Agreement")
as amended January 9, 1996; and
WHEREAS, the Company and Executive wish to modify certain terms
of the Employment Agreement;
NOW THEREFORE, the Company and Executive agree as follows:
Section 5.01 of the Employment Agreement shall be replaced in
its entirety with the following:
"5.01Base Salary. Commencing on December 23, 1996, as
compensation for services rendered by Executive under this Agreement,
the Company shall pay to Executive a salary of $175,000 per year ("Base
Salary" as adjusted pursuant to Section 5.02 below) which Base Salary
shall be paid on a regular basis in accordance with the Company's current
payroll procedures and policies."
Section 5.03 of the Employment Agreement shall be replaced in its
entirety with the following:
"5.03Incentive Compensation. In addition to the Base Salary
described in Section 5.01, above, Executive shall be eligible to receive
such incentive compensation as the Board of Directors, in their sole
discretion, may determine from time to time. For the fiscal year ending
December 31, 1997, Executive shall be paid a bonus of $20,000 per point.
Executive shall earn points for the Company's 1997 net sales as follows:
$18,000,000 - $19,999,999 = 1 point
$20,000,000 - $22,999,999 = 2 points
$23,000,000 - $25,999,999 = 3 points
$26,000,000 and above = 4 points
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<PAGE>
Executive shall earn points for the Company's 1997 "Adjusted Net
Income" (as defined below) as follows:
$1,000,000 - $1,249,999 = 1 point
$1,250,000 - $1,499,999 = 2 points
$1,500,000 - $1,799,999 = 3 points
$1,800,000 and above = 4 points
Points are not cumulative - e.g. if the
Company's 1997 net sales are $27,000,000 and
the Company's 1997 Adjusted Net Income is
$1.9 million, executive earns 8 points, not 20
points.
Section 5.07 shall be added to the Employment Agreement as follows:
"5.07Death Benefit. In the event of the death of
Executive the Company shall pay a death benefit to
Executive's estate in the amount equal to one year of
Executive's then current annual base salary. Said payment
shall be made within thirty (30) days following Executive's
death."
For purposes of this Agreement, "Adjusted Net Income" shall be defined
as the Company's net income for the fiscal year except that any bonuses
payable to Executive pursuant to this Agreement shall not be included in
salary expense for purposes of calculating Adjusted Net Income. Except
for the exclusion of bonuses payable hereunder, net income shall be
determined in accordance with generally accepted accounting principles
applied on a consistent basis.
In addition, Executive shall earn 2 points if the Company acquires
royalty-free ownership of the Stewart's trademark (for all uses other
than Stewart's Restaurants) on terms approved by the Company's Board of
Directors.
Any bonus payable hereunder shall be paid to Executive not later than
forty-five (45) days following the end of the fiscal year for which such
bonus is payable."
Except for the express changes set forth above, all terms and
provisions of the Employment Agreement remain unchanged and are in full
force and effect.
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<PAGE>
IN WITNESS THEREOF, the parties have executed this Agreement as
of the day and year set forth above.
Cable Car Beverage Corporation Executive
By: /s/Myron Stadler /s/Samuel M. Simpson
- --------------------------------------- ---------------------
Myron Stadler, Chief Accounting Officer Samuel M. Simpson
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