WHITE DAVID INC
10QSB/A, 1995-10-06
MEASURING & CONTROLLING DEVICES, NEC
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<PAGE>   1

                    U.S. SECURITIES AND EXCHANGE COMMISSION

                            Washington, D. C. 20549


                                 FORM 10-QSB/A

                                AMENDMENT NO. 1

 
OMB Approval
OMB Number:  xxxx-xxxx
Expires:  Approval Pending
Estimated Average Burden Hours Per Response:  1.0

       (Mark One)

       [X]   Quarterly report under Section 13 or 15(d) of the Securities
 Exchange Act of 1934.
       For the quarterly period ended           June 30, 1995
                                     --------------------------------------

       [ ]   Transition report under Section 13 or 15(d) of the Exchange Act.


       For the transition period from                   to
                                      ------------------  ------------------

Commission file number            0-3555
                      ------------------------------------------------------

                              David White, Inc.
- ----------------------------------------------------------------------------
      (Exact Name of Small Business Issuer as Specified in Its Charter)



            Wisconsin                                       39-0967642        
- ----------------------------------------       -------------------------------
   (State or Other Jurisdiction of                      (I. R. S. Employer
   Incorporation or Organization)                       Identification No.)



                    11711 River Lane, Germantown, WI 53022
- -----------------------------------------------------------------------------
                    (Address of Principal Executive Offices)

                                (414) 251-8100
- -----------------------------------------------------------------------------
               (Issuer's Telephone Number, Including Area Code) 
<PAGE>   2

        The undersigned hereby amends the following item of its Quarterly
Report on Form 10-QSB for the quarter ended June 30, 1995:

PART II

Item 6. Exhibits and Reports on Form 8-K



(a) Exhibits.
    --------

    3.1      Restated Articles of Incorporation [Incorporated by reference
             to Exhibit 3 to the Company's Form 8-K dated May 8, 1992]

    3.2      By-Laws, as amended through October 28, 1992 [Incorporated by
             reference to Exhibit 3.2 to the Company's Form l0-K for the year 
             ended December 31, 1992]

    4.1      Rights Agreement, dated as of August 29, 1988, between Company
             and First Wisconsin Trust Company, as Rights Agent [Incorporated by
             reference to Exhibit 4 to the Company's Form 8-K dated 
             September 15, 1988]

    4.2      Amendment to Rights Agreement, dated as of November 9, 1988,
             between Company and First Wisconsin Trust Company, as Rights Agent
             [Incorporated by reference to Exhibit 4.1 to the Company's Form 8-K
             dated November 10, 1988]

    4.3      Amendment No. 2 to Rights Agreement dated as of June 30, 1989
             between the Company and First Wisconsin Trust Company, as Rights 
             Agent [Incorporated by reference to Exhibit 4.2 to the Company's 
             Form 8-K dated June 30, 1989]

    4.4      Amendment No. 3 to Rights Agreement dated as of January 22, 1992, 
             between the Company and First Wisconsin Trust Company, as Rights
             Agent [Incorporated by reference to Exhibit 4.3 to the Company's 
             Form 8-K dated February 7, 1992]

   10.1      Amended and Restated 1981 Stock Option Plan [Incorporated by
             reference to Exhibit 10.4 to the Company's Form 10-K for the year
             ended December 31, 1988]*

   10.2      Form of 1981 Incentive Stock Option Agreement, as amended
             [Incorporated by reference to Exhibit 10.5 to the Company's Form 
             10-K for the year ended December 31, 1988]*

   10.3      Form of Amendment to 1981 Incentive Stock Option Agreement 
             [Incorporated by reference to Exhibit 10.6 to the Company's Form 
             10-K for the year ended December 31, 1988]*


                                      -2-





__________________________________

     * management contract or compensatory plan or arrangement.
<PAGE>   3
   10.4     Form of Key Executive Employment and Severance Agreement, dated
            as of January 25, 1990, entered into between the Company and each of
            the following: Tony L. Mihalovich, Ronald J. Jansen, James L. 
            Younk, E. Gustav Malm, Larry Clark, Walker J. Young and Robert L. 
            Underberg [Incorporated by reference to Exhibit 10.4 to the 
            Company's Form 10-K for the year ended December 31, 1992]*

   10.5     Employment Agreement, dated as of January 1, 1994, between the
            Company and Tony L. Mihalovich  [Incorporated by reference to 
            Exhibit 10.5 of the Company's Form 10-KSB for the year ended 
            December 31, 1993, as amended by Form 8 dated April 20, 1994]*

   10.6     Stock Option Agreement, dated as of January 1, 1994, between the
            Company and Tony L. Mihalovich.  [Incorporated by reference to 
            Exhibit 10.6 at the Company's Form 10-KSB for the year ended 
            December 31, 1993]*

   10.7     Stock Option Agreement, dated as of January 11, 1990, between
            Company and R. Ron Heiligenstein [Incorporated by reference to 
            Exhibit 10.11 to the Company's Form 10-K for the year ended 
            December 31, 1989]*

   10.8     Form of Indemnity Agreement, dated as of January 24, 1990,
            entered into between the Company and each of the following: Charles
            D. Jacobus, Hans-Rudolf Ammann, E. Gustav Malm, R. Ron 
            Heiligenstein, Marshall A. Loewi, Michael S. Ariens and Richard H. 
            Bromley [Incorporated by reference to Exhibit 10.12 to the 
            Company's Form 10-K for the year ended December 31, 1989]

   10.9     1992 Stock Option Plan [Incorporated by reference to Exhibit
            10.9 to the Company's Form 10-K for the year ended 
            December 31, 1992]*


  10.10     Form of 1992 Incentive Stock Option Agreement [Incorporated by
            reference to Exhibit 10.10 to the Company's Form 10-K for the year
            ended December 31, 1992]*

  10.11     1995 Stock Option Plan*

  10.12     Stock Purchase Agreement, dated as of May 31, 1995, entered into
            between the Company and Hans-Rudolf Ammann, Jolanda Ammann, Konrad
            Bachmaier and Thomas Ammann

  10.13     License Agreement, dated as of May 31, 1995, entered into
            between the Company and Ammann Lasertechnik, AG

  10.14     Ammann Lasertechnik AG Supply Agreement, dated as of May 31,
            1995, entered into between the Company and Ammann Lasertechnik, AG**

  10.15     David White, Inc. Supply Agreement, dated as of May 31, 1995,
            entered into between the Company and Ammann Lasertechnik, AG**

  10.16     Transfer and Assignment Agreement, dated as of May 31, 1995,
            entered into between the Company and Ammann Lasertechnik, AG



                                      -3-





__________________________________

      * management contract or compensatory plan or arrangement.

     ** Certain information in this Exhibit has been omitted pursuant to a
        request for confidential treatment.  The information and the request
        have been separately filed with the Commission.
<PAGE>   4
   10.17    Pledge Agreement, dated as of May 31, 1995, entered into
            between the Company and Hans-Rudolf Ammann, Jolanda Ammann, Konrad
            Bachmaier and Thomas Ammann 

      27    Financial Data Schedule


(b) The Company filed a report on Form 8-K with the Securities and Exchange
    Commission on June 21, l995, with respect to its sale of its 90% interest
    in its former Swiss subsidiary, Ammann Lasertechnik AG.  In connection with
    the Form 8-K, the Company filed an audited balance sheet as of the end of
    its most recent fiscal year, and audited statements of income, cash flows
    and changes in stockholders' equity for each of the two fiscal years
    preceding the date of the audited balance sheet as of the end of the most
    recent fiscal year.





                                      -4-
<PAGE>   5





                                   SIGNATURE




Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Amendment to be signed on its behalf by the
undersigned thereunto duly authorized.



                                                   DAVID WHITE, INC. 
                                        -------------------------------------
                                                    (Registrant)




                                              /s/  Tony L. Mihalovich
                                      -------------------------------------
                                                   Tony L. Mihalovich
                                                     (President)



                                                /s/  James L. Younk 
                                        -------------------------------------
                                                     James L. Younk
                                               (Vice President-Finance)




Date:           October 6, 1995       
      --------------------------------




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