<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A NO. 1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the Year Ended December 31, 1996
Commission File Number 1-10367
ADVANCED ENVIRONMENTAL RECYCLING TECHNOLOGIES, INC.
DELAWARE 71-0675758
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
206 1/2 E. EMMA AVENUE
P.O. BOX 1237 72765
SPRINGDALE, ARKANSAS (Zip Code)
(Address of Principal Executive Office)
Registrant's telephone number, including Area Code: (501)750-1299
Securities Registered Pursuant to Section 12(b) of the Act:
Class A Common Stock, $.01 par value
Redeemable Class B Warrants
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 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. YES: [X] NO: [_]
Aggregate market value of voting stock held by non-affiliates of the registrant
at April 15, 1997: $2,328,302
Number of shares of the common stock outstanding at April 15, 1997:
Class A - 19,201,148
Class B - 1,465,530
<PAGE>
SIGNATURES
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized, in the City of Springdale, State
of Arkansas, on the 15th day of April, 1997.
ADVANCED ENVIRONMENTAL RECYCLING
TECHNOLOGIES, INC.
BY: /S/ Joe G. Brooks /S/ Jake M. Bushey
- ------------------------------ -------------------------
JOE G. BROOKS, JAKE M. BUSHEY,
President Corporate Controller
Date: April 15, 1997 April 15, 1997
-------------- --------------
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
this report has been signed below by the following persons in the capacities and
on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/S/ Sal Miwa Chairman of the Board April 15, 1997
- ----------------------
SAL MIWA
/S/ Joe G. Brooks President and Director April 15, 1997
- ----------------------
JOE G. BROOKS
/S/ Jerry B. Burkett Director April 15, 1997
- ----------------------
JERRY B. BURKETT
/S/ Stephen W. Brooks Chief Executive Officer and Director April 15, 1997
- ----------------------
STEPHEN W. BROOKS
/S/ Marjorie S. Brooks Director April 15, 1997
- ----------------------
MARJORIE S. BROOKS
</TABLE>
28
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequential
Exhibit No. Description of Exhibit Page Number
- ----------- ---------------------- -----------
<S> <C> <C>
3.1 Certificate of Incorporation, including Certificate of
Amendment filed on June 12, 1989(a), and Certificate of
Amendment filed on August 22, 1989.(b)
3.2 Certificate of Designation of Class B Common Stock.(a)
3.3 Bylaws of Registrant.(a)
4.1 Form of Class A Common Stock Certificate.(c)
4.2 Form of Class B Common Stock Certificate.(a)
4.3 Form of Warrant Agreement with American Stock Transfer
& Trust Company, including Class A and Class B Common
Stock Purchase Warrants.(a)
4.7 Form of Redeemable Class B Warrant Certificate.(c)
4.8 Form of Class C Warrant Certificate.(h)
4.9 Form of Class D Warrant Certificate.(h)
4.10 Form of Class E Warrant Certificate.(h)
4.11 Form of Class F Warrant Certificate.(i)
4.12 Form of Class G Warrant Certificate.(i)
4.13 Form of Class H Warrant Certificate.(j)
4.14 Form of Class I Warrant Certificate.(k)
4.15 Form of Class J Warrant Certificate.(l)
4.16 Form of Class K Warrant Certificate.(m)
10.9 Form of Right of Refusal Agreement among Class B
Common Stockholders.(a)
10.10 1989 Stock Option plan.(a)
10.11 Form of Escrow Agreement with American Stock Transfer &
Trust Company.(c)
10.15 Lease Agreement dated June 1, 1990 between the Registrant
and J's Feed, Inc. for the Registrant's plastics reclamation
facility.(e)
10.16 Loan Agreement dated June 13, 1991 with Dow Credit
Corporation.(f)
10.16 Loan Agreement dated October 22, 1991 with Dow Credit
Corporation.(f)
10.16 Loan Agreement with City of Rogers, arranged through
Arkansas Industrial Development Commission.(f)
10.17 Lease Agreement dated June 15, 1992 between the Registrant and
George's, Inc. for the Registrant's corporate office facility.(g)
10.18 Factoring Agreement dated April 30, 1993 between the Registrant
and Brooks Investment Company.(h)
10.23 Private Placement Distribution Agreement dated September 23, 1993
between the Registrant and Berkshire International Finance,
Inc.(h)
10.26 Lease Agreement dated June 16, 1994 between Registrant and
Marjorie S. Brooks.(i)
10.27 Line of Credit Promissory Note payable to Jim G. Brooks and
Marjorie S. Brooks.(i)
10.28 Amended and Restated Stock Option Plan.(i)
</TABLE>
29
<PAGE>
<TABLE>
<S> <C>
10.29 Non-Employee Director Stock Option Plan.(i)
10.30 Chairman Stock Option Plan.(i)
10.31 Factoring Agreement dated April 30, 1994 between the Registrant
and Brooks Investment Company.(i)
27 Financial Data Schedule.
</TABLE>
_____________
* The Registrant has no exhibits corresponding to Exhibits 1, 2, 5, 6, 7, 8,
9, 11, through 23, or 26 through 29.
(a) Contained in Exhibits to Registration Statement on Form S-1, No. 33-29595,
filed June 28, 1989.
(b) Contained in Exhibits to Amendment No. 1 to Registration Statement on Form
S-1, No. 33-29595, filed August 24,1989.
(c) Contained in Exhibits to Amendment No. 2 to Registration Statement on Form
S-1, No. 33-29595, filed November 8, 1989.
(d) Filed with Form 10-K for December 31, 1989.
(e) Filed with Form 10-K for December 31, 1990.
(f) Contained in Exhibits to Post Effective Amendment No. 1 to Registration
Statement on Form S-1, No. 33-29593, filed December 24, 1991.
(g) Filed with Form 10-K for December 31, 1992.
(h) Filed with Form 10-K for December 31, 1992.
(i) Filed herewith with Form 10-K for December 31, 1994.
(j) Filed herewith with Form 10-K for December 31, 1996.
(k) Filed herewith with Form 10-K for December 31, 1996.
(l) Filed herewith with Form 10-K for December 31, 1996.
(m) Filed herewith with Form 10-K for December 31, 1996.
30
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 82,756
<SECURITIES> 0
<RECEIVABLES> 1,010,935
<ALLOWANCES> 0
<INVENTORY> 593,325
<CURRENT-ASSETS> 1,774,399
<PP&E> 7,787,392
<DEPRECIATION> 3,182,679
<TOTAL-ASSETS> 6,725,549
<CURRENT-LIABILITIES> 2,667,394
<BONDS> 0
0
0
<COMMON> 206,667
<OTHER-SE> 2,895,712
<TOTAL-LIABILITY-AND-EQUITY> 6,725,549
<SALES> 6,950,219
<TOTAL-REVENUES> 6,950,818
<CGS> 7,822,154
<TOTAL-COSTS> 9,687,912
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 196,604
<INCOME-PRETAX> (2,933,698)
<INCOME-TAX> 0
<INCOME-CONTINUING> (2,933,698)
<DISCONTINUED> 0
<EXTRAORDINARY> 36,666
<CHANGES> 0
<NET-INCOME> (2,897,032)
<EPS-PRIMARY> (.15)
<EPS-DILUTED> (.15)
</TABLE>
