SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM 10-K/A
(Mark One)
_X_ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 1998
-------------
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 000-17259
---------
GC INTERNATIONAL, INC.
----------------------
(Exact name of registrant as specified in its charter)
California 94-2278595
---------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
156 Burns Avenue, Atherton, California 94027
------------------------------------------- --------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (650) 322-8449
--------------
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on which
Title of each class registered
- --------------------------------------------------------------------------------
None None
---- ----
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, Without Par Value
-------------------------------
(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 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 ]
[Cover page 1 of 2 pages]
<PAGE>
The aggregate market value of voting stock held by non-affiliates of the
registrant at September 22, 1998 (2,524,983 shares), was approximately $903,943.
Since these are only a few trading the Company's Stock, this is based on an
estimate average of the bid and asked price of $.358/share during the quarter
ended 6/30/97.
Note. If a determination as to whether a particular person or entity is
an affiliate cannot be made without involving unreasonable effort and
expense, the aggregate market value of the common stock held by
non-affiliates may be calculated on the basis of assumptions reasonable
under the circumstances provided that the assumptions are set forth in
this form.
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents
and reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes...... No......
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date. The total shares
outstanding at September 22, 1996, are as follows:
Common Stock 5,548,401 shares
---------
DOCUMENTS INCORPORATED BY REFERENCE
NONE
[Cover page 2 of 2 pages]
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
GC International, Inc.
(Registrant)
Date: January 7, 1999 By: /s/ F. Willard Griffith II
--------------------------
F. Willard Griffith II
Chairman and CEO
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: January 7, 1999 By: /s/ F. Willard Griffith II
------------------------------------
F. Willard Griffith II
Principal Executive Officer
and Principal Financial Officer
Date: January 7, 1999 By: /s/ Richard R. Carlson
------------------------------------
Richard R. Carlson
Director and President
Date: January 7, 1999 By: /s/ Carol Q. Griffith
------------------------------------
Carol Q. Griffith
Director
Date: January 7, 1999 By: /s/ Carol J. Carlson
-----------------------------------
Carol J. Carlson
Director
Exhibit 10.34
Amendment to Amend and Restate Employment Contract
R. R. Carlson Dated March 19, 1988
In accordance with the Board of Directors Consent, dated May 22, 1998
and the Board of Directors meeting on March 6, 1998, the Employment Contract of
Richard R. Carlson, President of GC International, Inc. is hereby amended as
follows:
Paragraph 2 "Term" is extended to expire July 1, 2008.
Paragraph 3 (A)1 is amended to increase the current salary being paid
as of May 22, 1998, by $1,000 per week effective with the payroll on July 1,
1998.
Paragraph 3 (A)2 is hereby amended as follows. Not withstanding
anything else contained herein to the contrary, the profit bonus of Paragraph 3
(A)2 shall be paid on the pre-tax, pre-bonus profit of the company including
extraordinary profits generated from the settlement of debt. This amendment
shall include bonuses calculated from fiscal years 1991 through the present
date.
Paragraph 3(C) is hereby amended as follows. Not withstanding anything
to the contrary contained herein, reimbursable expenses include utilities paid
by employee for the maintenance of an office in employees home which office is
maintained at the pleasure of the company.
Paragraph 7 (A) is deleted.
Paragraph 7(A) is added as follows. Not withstanding anything else
contained herein to the contrary, in the event of the death of the employee, the
employee's estate or beneficiary shall be entitled to all of the salary and
bonus benefits contained in this contract for the remaining term of the contract
reduced only by the amount of death benefit payable (if any) in accordance with
the Death Benefit Agreement.
Paragraph 7 (B) (1)(i) of the contract shall be amended as follows. Not
withstanding anything else contained herein to the contrary, in the event of
disability of the employee, employee will be entitled to receive all salaries
and bonuses payable under this contract until the death of the employee, and
this contract is automatically extended until such death.
Paragraphs 7(B)(1)(ii) and 7B(2) are deleted.
The foregoing modifications are accepted to the contract
effective May 22, 1998.
GC INTERNATIONAL, INC.: Accepted by Employee:
/s/ F. Willard Griffith, II 6-14-98 /s/ Richard R. Carlson 6-17-98
- ----------------------------- ------ -------------------------- ------
F. Willard Griffith, II Date Richard R. Carlson Date
Chairman and CEO President
Exhibit 10.35
Amendment to Amend and Restate Employment Contract
F. Willard Griffith II Dated March 19, 1988
In accordance with the Board of Directors Consent, dated May 22, 1998
and the Board of Directors meeting on March 6, 1998, the Employment Contract of
F. Willard Griffith, II, Chairman and Chief Executive Officer of GC
International, Inc. is hereby amended as follows:
Paragraph 2 "Term" is extended to expire July 1, 2008.
Paragraph 3 (A)1 is amended to increase the current salary being paid
as of May 22, 1998, by $1,000 per week effective with the payroll on July 1,
1998.
Paragraph 3 (A)2 is hereby amended as follows. Not withstanding
anything else contained herein to the contrary, the profit bonus of Paragraph 3
(A)2 shall be paid on the pre-tax, pre-bonus profit of the company including
extraordinary profits generated from the settlement of debt. This amendment
shall include bonuses calculated from fiscal years 1991 through the present
date.
Paragraph 3(C) is hereby amended as follows. Not withstanding anything
to the contrary contained herein, reimbursable expenses include utilities paid
by employee for the maintenance of an office in employees home which office is
maintained at the pleasure of the company.
Paragraph 7 (A) is deleted.
Paragraph 7(A) is added as follows. Not withstanding anything else
contained herein to the contrary, in the event of the death of the employee, the
employee's estate or beneficiary shall be entitled to all of the salary and
bonus benefits contained in this contract for the remaining term of the contract
reduced only by the amount of death benefit payable (if any) in accordance with
the Death Benefit Agreement.
Paragraph 7 (B) (1)(i) of the contract shall be amended as follows. Not
withstanding anything else contained herein to the contrary, in the event of
disability of the employee, employee will be entitled to receive all salaries
and bonuses payable under this contract until the death of the employee, and
this contract is automatically extended until such death.
Paragraphs 7(B)(1)(ii) and 7B(2) are deleted.
The foregoing modifications are accepted to the contract effective May
22, 1998.
GC INTERNATIONAL, INC.: Accepted by Employee:
/s/ Richard R. Carlson 6-17-98 /s/ F. Willard Griffith, II 6-17-98
- ------------------------ ------- --------------------------- -------
Richard R. Carlson Date F. Willard Griffith, II Date
President
Exhibit 10.36
GC INTERNATIONAL EMPLOYMENT CONTRACT
This Employment Contract is entered into as of this 6TH day of March,
1998 by and between Michael Shoemaker, ("Employee") and GC International, Inc.,
a California corporation ("GC").
RECITALS:
A. Employee has been serving GC as the President and General Manger of
the company's A.L. Johnson Division ("ALJ") since July 1995.
NOW, THEREFORE, the parties hereto agree as follows:
1. Employment and Duties. GC hereby agrees to continue the employment
of Employee and Employee agrees to continue in such employment as President and
General Manager of ALJ, performing such services and duties as are customarily
incident to such employment and as modified from time to time by the President
of GC or its Board of Directors. In addition, Employee shall hold such other
offices as shall from time to time be determined by the Board of Directors of
GC. Employee shall report directly to the President, and all employees of ALJ
shall report to Employee. Employee shall devote all of his entire productive
time, ability and attention to his employment hereunder as required to carry out
the duties of Employee's offices.
2. Term. This Contract shall commence on March 15, 1998 and shall
continue in effect until March 15, 2008 unless earlier terminated.
3. Compensation.
A. Base Salary. GC shall pay Employee a base salary,
which shall be comprised of the following payments:
(1) One Hundred Twenty-Five Thousand Dollars
($125,000) per annum, payable in equal weekly installments, subject to cost of
living adjustments as provided in Paragraph D below.
(2) A profit bonus as determined by the Board of
Directors yearly.
B. Reimbursement. GC shall promptly reimburse Employee
for all expenses reasonably incurred by Employee in the furtherance of the
business of Employer in accordance with Employer's standard operating procedures
C. Consumer Price Index Adjustment. Amounts described in
Section 3A(1) and Section 7B shall be adjusted annually as of the first day of
January of each year by multiplying such figures by the Consumer Price Index
Adjustment. For purposes hereof the "Consumer Price Index Adjustment" shall at
any time during the term hereof be equal to"
(1) 1.00, plus
(2) the figure (not below zero) arrived at
by subtracting the figure in subparagraph (i) below by the figure in
subparagraph (ii) below and dividing the difference by the figure in
subparagraph (ii) below:
(i) the then most recently published
Consumer Price Index for all Urban Wage Earners and Clerical Workers (base year
1982-84=100) for the Los Angeles area, (the "Index") published by the United
States Department of Labor, Bureau of Labor Statistics (the "Bureau") for the
month of October immediately preceding the year for which such adjustment is
being made.
(ii) the Index used in subparagraph (I)
above for the preceding year's calculation.
If during the term the Bureau ceases to maintain the Index, Employer
shall select such other index or standard as will most nearly accomplish the aim
and purpose of the Index and the use thereof by the parties hereto. Such other
index or standard shall be used thereafter in the calculation provided for in
this definition of Consumer Price Index Adjustment.
4. Benefits. Employee shall be entitled to the following benefits
during the term of this contract:
A. GC shall provide the Employee with the use of an automobile
suitable for Employee's position as determined by GC. GC shall reimburse the
Employee for all expenses of the automobile. Employee shall reimburse GC for
personal use of such automobile by Employee in accordance with GC's standard
procedures.
B. Employee shall participate in and have the benefit of all
present and future life, accident, disability and health insurance plans;
pension, profit-sharing and savings plans; and all other similar plans which are
from time to time made generally available to senior executives of GC, but only
to the extent that the same are maintained in effect from time to time.
C. GC shall have no obligation to continue any particular
plans or provide any particular coverage with respect to Employee, except for
those benefits specified in Paragraph A above.
5. Termination by GC. GC may terminate Employee's employment at any
time with notice if such termination is for "cause," as the same may be defined
from time to time under applicable California law. In the event of such
termination, Employee shall only be entitled to his base salary through the date
of termination and any portions of any bonuses which may be payable to him under
the terms of any bonus plans, i.e., if continued employment is not a
prerequisite for participation and if termination for cause is not a
disqualification. GC may terminate Employee's employment or reduce and defer
salary paid under Paragraph (3)(A)(1) and 3(C) at any time upon 120 days notice
in the event of severe economic decline or continuing losses at GC.
6. Termination by Employee. Employee may terminate this Contract at any
time upon 30 days prior written notice to GC. Upon any such termination of this
Contract, Employee shall have no further rights with respect to compensation
hereunder except (i) as the same shall be agreed between GC and Employee, and
(ii) for rights to salary and bonuses, if any, which shall be payable with
respect to the period prior to termination of employment.
7. Death.
In the event of the death of Employee while employed by
Employer, neither he nor his representatives shall be entitled to any further
payments under this Contract other than those accrued but unpaid at his death.
8. Miscellaneous.
A. Breach. In the event of a breach of this Contract by either
GC or the Employee resulting in damages to the other party, that party may
recover from the party breaching the Contract any and all damages that may be
sustained.
B. Arbitration. Any controversy between GC and the Employee
involving the construction or application of any of the terms, provisions, or
conditions of this Contract shall, on the written request of either party served
on the other, be submitted to arbitration, and such arbitration shall comply
with and be governed by the rules of the American Arbitration Association.
Within thirty (30) days after one party serves the other with written notice of
a dispute, GC and the Employee shall each appoint one (1) person to hear and
determine the dispute and, if they are unable to agree, then the two (2) persons
so chosen shall within ninety (90) days after their selection select a third
(3rd) impartial arbitrator whose decision shall be rendered within fifteen (15)
days after his appointment and shall be final and conclusive upon both parties.
The cost of arbitration shall be borne by the losing party or in such proportion
as the arbitrators shall decide.
C. Attorneys' Fees. If any action at law or in equity is
necessary to enforce or interpret the terms of this Contract, the prevailing
party shall be entitled to reasonable attorneys' fees, costs, and necessary
disbursements in addition to any other relief to which he or it may be entitled.
D. Assignment. This Contract shall be binding upon, and shall
inure to the benefit of, the heirs, succors and assigns of each party hereto.
E. Complete Agreement. This Contract constitutes the entire
agreement between the parties and cancels and supersedes all other agreements
between the parties which may have related to the subject matter contained in
this Contract.
F. Modification, amendment, Waiver. No modification, amendment
or waiver of any provisions of this Contract shall be effective unless approved
in writing by both parties. The failure at any time to enforce any of the
provisions of this Contract shall in no way be construed as a waiver of such
provisions and shall not affect the right of either party thereafter to enforce
each and every provision hereof in accordance with its terms.
G. Governing Law and Severability. This Contract shall be
construed in accordance with the laws of the State of California. Whenever
possible, each provision of this Contract shall be interpreted in such manner as
to be effective and valid under applicable law, but if any provision of this
Contract shall be held to be prohibited by or invalid under applicable law, such
provision shall be ineffective only to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Contract
<PAGE>
IN WITNESS WHEREOF, the parties have executed this contract as of the day
and year first above written.
GC International, Inc.
/s/ F. Willard Griffith, II
---------------------------
F. Willard Griffith, II
Chairman and CEO
ACCEPTED By Employee
/s/ Michael Shoemaker
---------------------
Michael Shoemaker
