<PAGE>
U.S SECURITIES AND EXCHANGE COMMISION
WASHINGTON, D.C. 20549
FORM 10-KSB/A
(Mark One)
[X] Annual report under section 13 or 15(d) of the Securities and Exchange
Act of 1934
For the fiscal year ended June 30, 1999
[ ] Transition report pursuant to section 13 or 15(d) of the Securities
and Exchange Act of 1934
For the transition period from ___________ to
COMMISSION FILE NUMBER: 0-21932
CALIFORNIA CULINARY ACADEMY, INC.
(Name of small business issuer in its charter)
CALIFORNIA 94-3042862
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
625 POLK STREET 94102
SAN FRANCISCO, CA
(Address of principal executive offices) (Zip Code)
Issuer's Telephone Number:
(415) 292-8280
Securities registered under Section 12(b) of the Act: None
Securities registered under Section 12(g) of the Act: Common Stock, no par
value (Title of class)
Check whether the issuer (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. [ ].
Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of the registrant's knowledge, in definitive proxy
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. [X]
Revenues for the most recent fiscal year were: $17,974,000.
The aggregate market value of the voting stock held by
non-affiliates computed by reference to the closing sale price on September
10, 1999 was $13,261,331.
The number of shares outstanding of the issuer's Common Stock as of
September 10, 1999, was 3,815,431.
Documents incorporated by reference: None
Transitional Small Business Disclosure Format. Yes [ ] No [x].
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PART III
Item 13 of the Registrant's Annual Report on Form 10-KSB for the
fiscal year ended June 30, 1999 is amended and restated in its entirety as
follows:
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits:
<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT
NUMBER EXHIBIT
------ -------
<S> <C>
3.2(1) Bylaws, as currently in effect
4.1(1) Specimen of Common Stock Certificate
4.2(2) Form of Representative's Warrant
10.1(1) 1992 Stock Option Plan, form of Incentive Stock Option Agreement, form
of Nonqualified Stock Option Agreement
10.2(1) Form of Indemnification Agreement with Directors and Officers of the
Registrant and Schedule of Indemnities
10.5(1) U.S. Department of Education Program Letter of Agreement dated March
1993
10.6(1) Form of Enrollment Agreement
10.18(5) Consulting Agreement between Registrant and Theodore G. Crocker dated
January 1, 1994
10.21(5) Agreement between Registrant and Trident Trading Company, Inc. (Wusthof
Trident) dated August 5, 1994
10.25(7) Lease Agreement between Registrant and Toshiba America Information
Systems, Inc. dated November 2, 1995
10.25(8) Amended Financing Agreement between Registrant and Wells Fargo Bank
dated February 1, 1996
10.26(8) Agreement between Registrant and Simon & Schuster, Inc. dated February 22,
1996
10.29(10) Lease for premises at Natividad Plaza, Salinas, CA
10.30(10) Agreement between Registrant and Noel-Levitz, Inc. dated July 1, 1996
10.33 Executive Employment Agreement between Registrant and Keith H. Keogh,
dated May 31, 1995
10.34 Executive Employment Agreement between Registrant and Jerald W.
Chesser, dated July 1, 1999, with addendum dated June 1, 1999
10.35 Executive Employment Agreement between Registrant and Laura Rivera,
dated March 15, 1999, with addendum dated June 1, 1999
10.36 Executive Employment Agreement between Registrant and Thomas Spanier,
dated May 1, 1998, with addendum dated June 1, 1999
10.37 Executive Employment Agreement between Registrant and Charles E. White,
dated May 1, 1998, with addendum dated June 1, 1999
21.0 Academy has no Subsidiaries
23.1 Independent Auditor's Consent of Rooney, Ida, Nolt and Ahern
23.2 Independent Auditor's Consent of Deloitte & Touche LLP
27.0 Financial Data Schedule
</TABLE>
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(1) Previously filed as an exhibit to the original filing of the
Registration Statement on Form SB-2 (file
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No. 33-62720-LA) filed May 14, 1993
(2) Previously filed as an exhibit to Amendment No. 1 of the Registration
Statement filed June 7, 1993
(3) Previously filed as an exhibit to Form 10-KSB/A for the fiscal year
ended August 31, 1994
(4) Previously filed as an exhibit to Form 10-QSB for the quarter ended May
31, 1994
(5) Previously filed as an exhibit to Form 10-QSB for the fiscal year ended
June 30, 1994
(6) Previously filed as an exhibit to Form 10-QSB for the fiscal year ended
June 30, 1995
(7) Previously filed as an exhibit to Form 10-QSB for the quarter ended
December 31, 1995
(8) Previously filed as an exhibit to Form 10-QSB for the quarter ended
March 31, 1996
(9) Previously filed as an exhibit to Form 10-QSB for the quarter ended
June 30, 1996
(10) Previously filed as an exhibit to Form 10-QSB for the quarter ended
September 30, 1996
(b) REPORTS ON FORM 8-K.
The Academy filed a report on Form 8-K on June 11, 1999 in fiscal
year ended June 30, 1999, the contents of which are incorporated herein by
reference..
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SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized;
Dated: January 14, 2000 CALIFORNIA CULINARY ACADEMY, INC.
By: /s/ KEITH KEOGH
---------------------------------------
Keith Keogh
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
registrants in the capacities and on the dates indicated below.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ KEITH KEOGH
- ------------------------------------------ Chief Executive Officer January 14, 2000
Keith Keogh and Director
/s/ CHARLES E. WHITE
- ------------------------------------------ Chief Financial Officer January 14, 2000
Charles E. White
/s/ DAVID J. BERGER
- ------------------------------------------ Director January 14, 2000
David J. Berger
/s/ RALPH BRENNAN
- ------------------------------------------ Director January 14, 2000
Ralph Brennan
/s/ JAMES D. COCKMAN
- ------------------------------------------ Director January 14, 2000
James D. Cockman
/s/ BERT CUTINO
- ------------------------------------------ Director January 14, 2000
Bert Cutino
/s/ WILLIAM G. DE MAR
- ------------------------------------------ Director January 14, 2000
William G. De Mar
/s/ PAUL H. PRUDHOMME
- ------------------------------------------ Director January 14, 2000
Paul H. Prudhomme
/s/ LEENIE RUBEN
- ------------------------------------------ Director January 14, 2000
Leenie Ruben
/s/ DAVID WARNOCK
- ------------------------------------------ Director January 14, 2000
David Warnock
</TABLE>
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<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT
NUMBER EXHIBIT
------ -------
<S> <C>
3.2(1) Bylaws, as currently in effect
4.1(1) Specimen of Common Stock Certificate
4.2(2) Form of Representative's Warrant
10.1(1) 1992 Stock Option Plan, form of Incentive Stock Option
Agreement, form of Nonqualified Stock Option Agreement
10.2(1) Form of Indemnification Agreement with Directors and Officers
of the Registrant and Schedule of Indemnities
10.5(1) U.S. Department of Education Program Letter of Agreement dated
March 1993
10.6(1) Form of Enrollment Agreement
10.18(5) Consulting Agreement between Registrant and Theodore G.
Crocker dated January 1, 1994
10.21(5) Agreement between Registrant and Trident Trading Company, Inc.
(Wusthof Trident) dated August 5, 1994
10.25(7) Lease Agreement between Registrant and Toshiba America
Information Systems, Inc. dated November 2, 1995
10.25(8) Amended Financing Agreement between Registrant and Wells Fargo
Bank dated February 1, 1996
10.26(8) Agreement between Registrant and Simon & Schuster, Inc. dated
February 22, 1996
10.29(10) Lease for premises at Natividad Plaza, Salinas, CA
10.30(10) Agreement between Registrant and Noel-Levitz, Inc. dated
July 1, 1996
10.31 Lease Agreement between Registrant and 625 Polk Investment
Company, a limited partnership, dated as of May 1, 1997
10.33 Executive Employment Agreement between Registrant and Keith H.
Keogh, dated May 31, 1995
10.34 Executive Employment Agreement between Registrant and Jerald
W. Chesser, dated July 1, 1999, with addendum dated June 1,
1999
10.35 Executive Employment Agreement between Registrant and Laura
Rivera, dated March 15, 1999, with addendum dated June 1, 1999
10.36 Executive Employment Agreement between Registrant and Thomas
Spanier, dated May 1, 1998, with addendum dated June 1, 1999
10.37 Executive Employment Agreement between Registrant and Charles
E. White, dated May 1, 1998, with addendum dated June 1, 1999
21.0 Academy has no Subsidiaries
23.1 Independent Auditor's Consent of Rooney, Ida, Nolt and Ahern
23.2 Independent Auditor's Consent of Deloitte & Touche LLP
27.0 Financial Data Schedule
</TABLE>
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<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.
33-93266 on Form S-8 and Registration Statement 33-17205 on Form S-3 of our
report dated September 24, 1998 appearing in this Annual Report on Form
10-KSB/A of the California Culinary Academy, Inc. for the year ended June 30,
1999.
Deloitte & Touche LLP
January 10, 2000
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