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Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-K/A-2
(Mark One)
[X] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the fiscal year ended DECEMBER 31, 1997
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[ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the transition period from _________________ to _______________
Commission File No. 000-18680
MODTECH, INC.
(Name of registrant as specified in its charter)
CALIFORNIA 33-0044888
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2830 Barrett Avenue, Perris, California 92572
(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code: (909) 943-4014
Securities registered under Section 12(b) of the Exchange Act: NONE
Securities registered under Section 12(g) of the Exchange Act:
COMMON STOCK, $.01 PAR VALUE
(Title of Class)
Indicate by checkmark whether the registrant (1) 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
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Indicate by checkmark 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. [ ]
The aggregate market value of the voting stock held by non-affiliates as
of March 27, 1998, was $98,036,818. As of March 27, 1998, shares entitled to
cast an aggregate of 9,856,169 votes were outstanding, including 9,856,169
shares of registrant's Common Stock.
The documents incorporated by reference into this Form 10-K and the
Parts hereof into which said documents are incorporated are: The information
required by Part IV of Form 10-K is incorporated herein by reference to
registrant's definitive proxy statement to be filed not later than 120 days
after the end of the fiscal year covered hereby.
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ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) The following documents are filed as part of this report:
3. Exhibits.
Exhibit
Number Name of Exhibit
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3.1* Articles of Incorporation
3.2* Bylaws
10.1** Modtech, Inc.'s 1996 Stock Option Plan
10.3* Employment Agreement between the Company and Evan M.
Gruber.
10.5*** Amendment to Loan and Security Agreement
10.10* Industrial Development Bond agreements
10.12* Lease between the Company and Pacific Continental
Modular Enterprises, relating to the Barrett Street
property in Perris, California.
10.13* Lease between the Company and Gerald Bashaw, relating
to the Morgan Street Property in Perris, California.
10.14* Lease between the Company and BMG, relating to the
property in Lathrop, California
10.15* Form of Indemnity Agreement between the Company and
its executive officers and directors.
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* Incorporated by reference from the Company's Registration Statement on
Form S-1 filed with the Commission on June 5, 1990 (Commission File
No. 33-35239).
** Incorporated by reference from the Company's Registration Statement on
Form S-8 filed with the Commission on December 11, 1996 (Commission
File No. 333-17623).
*** Incorporated by reference from the Company's Registration Statement on
Form S-1 filed with the Commission on October 9, 1997 (Commission File
No. 333-37473).
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Date: January 11, 1999.
MODTECH, INC., a California corporation
By: /s/ Evan M. Gruber
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Evan M. Gruber, 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.
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Gerald B. Bashaw Director, Chairman of the Board January 11, 1999
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Gerald B. Bashaw
/s/ Robert W. Campbell Director January 11, 1999
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Robert W. Campbell
/s/ Daniel J. Donahoe Director January 11, 1999
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Daniel J. Donahoe
/s/ James D. Goldenetz Director January 11, 1999
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James D. Goldenetz
/s/ Evan M. Gruber Director, Chief Executive Officer January 11, 1999
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Evan M. Gruber
/s/ Charles C. McGettigan Director January 11, 1999
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Charles C. McGettigan
/s/ Myron A. Wick III Director January 11, 1999
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Myron A. Wick III
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