SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One) FORM 10-K/A
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 1995
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from________________________________ to _____________
_______________________________________________________________________________
Commission file number 0-17231
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AUTOMOBILE PROTECTION CORPORATION - APCO
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(Exact name of registrant as specified in its charter)
Georgia 58-1582432
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
15 Dunwoody Park Drive, Suite 100
Atlanta, Georgia 30338
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (770) 394-7070
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Securities registered pursuant to Section 12(b) of the Act: None
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Securities registered pursuant to Section 12(g) of the Act:
Common Stock - Par Value $.001 per share
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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 ( )
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 the 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 (X) No ( )
Based on the average of the bid and asked prices ($3.97) at the close
of business on March 15, 1996, the aggregate market value of the Registrant's
common stock held by non-affiliates of the Registrant was approximately
$31,385,000.
The number of shares outstanding of the Registrant's common stock,
$.001 par value, was 9,620,916 on March 15, 1996.
DOCUMENTS INCORPORATED BY REFERENCE: None
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PART IV
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ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
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FORM 8-K.
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The following documents are filed as part of this report under Part II Item 8:
Financial Statements and Financial Statement Schedules.
Reference is made to the Index to Financial Statements and Financial Statement
Schedules included in Item 8 of Part II hereof, where such documents are listed.
Exhibits as required by Item 601 of Regulation S-K:
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Exhibit
Number Description Page
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3(a) Restated Articles of Incorporation
(incorporated by reference to Exhibit 3.1(a)
to the Registrant's Registration Statement
on Form S-1 (file number 33-22279) filed
with the Commission on June 3, 1988). *
3(b) Certificate of Amendment to Restated Articles
of Incorporation (incorporated by reference
to Exhibit 3.1 to the Registrant's Registration
Statement on Form S-1 (file number 33-22279)
filed with the Commission on June 3, 1988). *
3(c) By-Laws (incorporated by reference to
Exhibit 3.2 to the Registrant's Registration
Statement on Form S-1 (file number 33-22279)
filed with the Commission on June 3, 1988). *
4(a) Certificate of Designation, Preferences and
Rights of Series 1 Class D Preferred Stock
(incorporated by reference to Registrant's
Current Report on Form 8-K filed with the
Commission on December 15, 1988). *
4(b) Certificate of Designation, Preferences and
Rights of Series 2 Class D Preferred Stock
(incorporated by reference to Registrant's
Current Report on Form 8-K filed with the
Commission on March 15, 1989). *
10(a) 1988 Stock Option Plan (incorporated by reference
to Exhibit 10.1 to the Registrant's Registration
Statement on Form S-1 (file number 33-22279)
filed with the Commission on June 3, 1988). *
10(b) Outside Directors' Stock Option Plan (incorporated
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by reference to Exhibit 10.2 to the Registrant's
Registration Statement on Form S-1 (file number
33-22279) filed with the Commission on June 3, 1988). *
10(c) Cover Note Between Byas, Mosley & Co.,
Ltd. and The Aegis Group, Inc. dated June 6,
1991 (incorporated by reference to Exhibit
10(h) to the Registrant's Annual Report on
Form 10-K for the year ended August 31, 1991
as filed with the Commission on December 13,
1991). *
10(d) Lease Agreement between Registrant and
Dunwoody Shallowford Partners, L.P. dated
July 27, 1989 (incorporated by reference to
Exhibit 10(e) to the Registrant's Annual
Report on Form 10-K filed with the Commission
on November 30, 1989) *
10(e) Consulting Agreement and Option and Registration
Rights Agreement dated March 29, 1994 between the
Registrant and Corporate Management Group, Inc.
(incorporated by reference to Exhibit 10(g) to the
Registrant's Post Effective Amendment No. 2 to
Form S-1 (file number 33-22279) filed with the
Commission on May 17, 1994). *
10(f) Third Amendment to Lease Agreement between
Registrant and Dunwoody Shallowford Partners,
L.P. dated January 27, 1995 44 - 49
10(g) Fourth Amendment to Lease Agreement between
Registrant and Dunwoody Shallowford Partners,
L.P. dated May 16, 1995. 50 - 51
10(h) Consulting Agreement and Option and Registration
Rights Agreement dated January 2, 1996 between
the Registrant and John R. Clarke. 52 - 58
10(i) Consulting Agreement and Option and Registration
Rights Agreement dated January 2, 1996 between
the Registrant and Paul T. Mannion. 59 - 65
10(j) Consulting Agreement and Option and Registration
Rights Agreement dated January 2, 1996 between
the Registrant and David Cowherd. 66 - 72
10(k) Consulting Agreement and Option and Registration
Rights Agreement dated January 2, 1996 between
the Registrant and Max Morgulis. 73 - 79
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10(l) Consulting Agreement and Option and Registration
Rights Agreement dated January 2, 1996 between
the Registrant and John Clarke, Paul Mannion, David
Cowherd, Max Morgulis and Sutherland, Asbill &
Brennan, as escrow agent. 80 - 87
10(m) Consulting Agreement and Option and Registration
Rights Agreement dated October 6, 1994 between
the Registrant and Ronnie Wohl and Ladenburg
Thalmann & Co., Inc. 88 - 94
10(n) Consulting Agreement and Option and Registration
Rights Agreement dated October 6, 1994 between
the Registrant and Marshall Leeds. 95 - 103
10(o) Consulting Agreement and Option and Registration
Rights Agreement dated October 6, 1994 between
the Registrant and Leonard J. Sokolow. 104 - 112
10(p) Option Agreement dated October 10, 1995 between
the Registrant and Joe Gibbs. 113 - 117
10(q) Option Agreement dated December 18, 1995 between
the Registrant and Bobby Labonte. 118 - 121
10(r) Option Agreement dated November 30, 1995 between
the Registrant and Cruz Pedregon. 122 - 125
10(s) Option Agreement dated November 30, 1995 between
the Registrant and Cory McClenathan. 126 - 129
10(t) Warrant Agreement dated September 1, 1994 between
the Registrant and Bix Brown. 130 - 135
10(u) Warrant Agreement dated September 1, 1994 between
the Registrant and Frank Shoop. 136 - 141
10(v) Warrant Agreement dated September 1, 1994 between
the Registrant and Josephine Shoop. 142 - 147
10(w) Option Agreement dated August 31, 1995 between the
Registrant and Mark Wachs. 148 - 151
10(x) Option Agreement dated February 1, 1996 between the
Registrant and Mark Wachs. 152 - 155
10(y) Option Agreement dated August 31, 1995 between the
Registrant and John Jameson. 156 - 159
10(z) Option Agreement dated August 31, 1995 between the
Registrant and The Providence Group. 160 - 163
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10(aa) Option Agreement dated August 31, 1995 between the
Registrant and The Dealer Group. 164 - 167
10(bb) Option Agreement dated August 31, 1995 between the
Registrant and Automotive Development Group. 168 - 171
10(cc) Option Agreement dated August 31, 1995 between the
Registrant and Rodger Anderson. 172 - 175
10(dd) Option Agreement dated August 31, 1995 between the
Registrant and Cartel Marketing. 176 - 179
10(ee) Option Agreement dated August 31, 1995 between the
Registrant and Joe Kuboff. 180 - 183
10(ff) Option Agreement dated August 31, 1995 between the
Registrant and Frank Follari. 184 - 187
10(gg) Option Agreement dated August 31, 1995 between the
Registrant and David Golden. 188 - 191
10(hh) Option Agreement dated August 31, 1995 between the
Registrant and Jerry Henley. 192 - 195
10(ii) Option Agreement dated August 31, 1995 between the
Registrant and Jack Atkin. 196 - 199
10(jj) Option Agreement dated August 31, 1995 between the
Registrant and Charles Mann. 200 - 203
10(kk) Option Agreement dated August 31, 1995 between the
Registrant and TASA. 204 - 207
11 Statement re computation of per share earnings for the
year ended December 31, 1995, four months ended
December 31, 1994 and fiscal years ended
August 31, 1994 and 1993 208
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22 Subsidiaries of the Registrant:
Name Of State of
Subsidiary Incorporation
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APCO Finance and Insurance Systems, Inc. Georgia
Aftermarket Profit Plus, Inc. Georgia
W.I.N. Systems, Inc. Georgia
The Aegis Group, Inc. Georgia
Automobile Protection Corporation - APCO Florida
23 Consent of Independent Accountants (Price Waterhouse) 209
27 Financial Data Schedule 210
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* Incorporated by reference to the referenced document previously filed by the
registrant with the Commission.
Reports on Form 8-K
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Automobile Protection Corporation - APCO has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized:
AUTOMOBILE PROTECTION CORPORATION - APCO
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/s/ Larry Dorfman
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By: Larry I. Dorfman Date: March 27, 1996
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.
/s/ Larry Dorfman
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Larry I. Dorfman Date: March 27, 1996
President (Principal Executive Officer)
and Director
/s/ Martin Blank
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Martin J. Blank Date: March 27, 1996
Chairman of the Board, Secretary
(Principal Operating Officer) and Director
/s/ Anthony Levinson
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Anthony R. Levinson Date: March 27, 1996
Chief Financial Officer (Principal
Accounting and Financial Officer)
/s/ Howard Miller
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Howard C. Miller Date: March 27, 1996
Director
/s/ Mechlin Moore
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Mechlin D. Moore Date: March 27, 1996
Director
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<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 10,211
<SECURITIES> 5,092
<RECEIVABLES> 1,212
<ALLOWANCES> 36
<INVENTORY> 0
<CURRENT-ASSETS> 16,147
<PP&E> 2,264
<DEPRECIATION> 1,390
<TOTAL-ASSETS> 19,592
<CURRENT-LIABILITIES> 4,876
<BONDS> 0
0
0
<COMMON> 10
<OTHER-SE> 14,684
<TOTAL-LIABILITY-AND-EQUITY> 19,592
<SALES> 49,211
<TOTAL-REVENUES> 49,211
<CGS> 39,323
<TOTAL-COSTS> 39,323
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 2,448
<INCOME-TAX> 922
<INCOME-CONTINUING> 1,526
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,526
<EPS-PRIMARY> .23
<EPS-DILUTED> .21
</TABLE>
