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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 27, 1997
COMMISSION FILE NUMBER 0-27002
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MORROW SNOWBOARDS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
OREGON 93-1011046
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
2600 PRINGLE ROAD, S.E., SALEM, OREGON 97302
(ADDRESS OF PRINCIPAL, EXECUTIVE OFFICES)
(503) 375-9300
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
(TITLE OF EACH CLASS) (NAME OF EACH EXCHANGE ON WHICH REGISTERED)
NONE N/A
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
(TITLE OF CLASS)
COMMON STOCK, NO PAR VALUE (REGISTERED DECEMBER 13, 1995)
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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. [_]
The aggregate market value of voting shares held by non-affiliates of the
registrant's common stock on February 27, 1998 was approximately $16,986,000
(based on last sale price of such stock as reported by Nasdaq National
Market).
The number of shares outstanding of the registrant's common stock, no par
value, as of February 27, 1998 was 6,176,556.
DOCUMENTS INCORPORATED BY REFERENCE
Part III is incorporated by reference from the proxy statement to be filed
in connection with the Company's 1998 Annual Meeting of Shareholders.
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CONTENTS
PART IV ................................................................... 1
Item 14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K...................................................... 1
SIGNATURES................................................................. 2
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this report:
1. Financial Statements (see Item 8.)
. Report of Independent Public Accountants
. Consolidated Balance Sheets--December 27, 1997 and December 31, 1996
. Consolidated Statements of Operations--Years Ended December 27, 1997
and December 31, 1996 and 1995
. Consolidated Statements of Shareholders' Equity--Years Ended
December 27, 1997 and December 31, 1996 and 1995
. Consolidated Statements of Cash Flows--Years Ended December 27, 1997
and December 31, 1996 and 1995
. Notes to Consolidated Financial Statements
2. Financial Statement Schedules
. Schedule II--Valuation and Qualifying accounts (accounts not
required or not material have been omitted)
3. Exhibits
See Exhibit Index.
(b) Reports on Form 8-K
The following reports on Form 8-K were filed during the quarter ended
December 27, 1997:
. A Current Report on Form 8-K dated October 31, 1997 was filed on
November 17, 1997 to report the acquisition of Westbeach Snowboard
Canada Ltd.
. A Current Report on Form 8-K dated November 11, 1997 was filed on
November 26, 1997 to report entering into the revolving credit
facility with LaSalle Business Credit, Inc. and the final closing of
the Westbeach acquisition.
1
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SIGNATURES
MORROW SNOWBOARDS, INC.
/s/ P. Blair Mullin
By: _____________________________________
P. Blair Mullin
President, Chief Financial Officer,
Treasurer and Secretary
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this Amendment No. 1 has been signed by the following persons in the
capacities indicated on May 28, 1998.
/s/ P. Blair Mullin President, Chief Financial Officer,
__________________________________________ Treasurer and Secretary (principal
P. Blair Mullin executive officer, principal
financial officer and principal
accounting officer)
/s/ Victor G. Petroff Chairman of the Board
__________________________________________
Victor G. Petroff
/s/ Ray E. Morrow Jr. Chairman Emeritus
__________________________________________
Ray E. Morrow Jr.
/s/ Gregory M. Eide Director
__________________________________________
Gregory M. Eide
/s/ Erik J. Krieger Director
__________________________________________
Erik J. Krieger
/s/ James V. Zacarro Director
__________________________________________
James V. Zacarro
/s/ Maurice C. Bickert Director
__________________________________________
Maurice C. Bickert
2
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EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
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3.1 Amended and Restated Articles of Incorporation (Note 1)
3.2 Amended and Restated Bylaws (Note 1)
4 Registration Rights Agreement dated April 20, 1994 among the
Registrant and the investors named therein (Note 1)
4.2 Securities Purchase Agreement dated October 31, 1997 among the
Registrant, Morrow, LLC, Morrow Snowboards ULC, Westbeach Snowboard
Canada Ltd. and the security holders of Westbeach Snowboard Canada
Ltd. listed therein (Note 4)
10.1 Lease and Option Agreement among PR Investors Limited Liability
Company, the Registrant, Ray E. Morrow, Jr. and Sharon Morrow dated
July 25, 1994, as amended by Amendment to Lease and Option Agreement
dated August 1, 1995 (Note 1)
10.2 Forms of Warrant (Note 1)
10.3 Employment Agreement between Ray E. Morrow, Jr. and the Registrant
dated April 20, 1994, as amended (Notes 1 & 2)
10.4 Noncompete Agreement between Ray E. Morrow, Jr. and Nicollett Limited
Partners Partnership dated April 20, 1994 (Note 1)
10.5 Assignment Agreement by and among the Registrant, Nicollett Limited
Partners, James V. Zaccaro, Gregory M. Eide, Dennis R. Shelton and
Erik J. Krieger dated December 19, 1995 (Note 3)
10.6 1990 Amended and Restated Stock Option Plan (Notes 1 & 2)
10.7 Form of Nonqualified Stock Option Agreement (Notes 1 & 2)
10.8 Form of Incentive Stock Option Agreement (Notes 1 & 2)
10.9 Manufacturing Agreement between the Registrant and Plasticos Duramas,
S.A., dated July 20, 1995 (Note 1)
10.10 Form of Sales Representative Agreement (Note 1)
10.11 Letter Agreements between the Registrant and Pacific Crest Securities
Inc. dated February 22, 1994, January 27, 1995, August 4, 1995 and
October 4, 1995 (Note 1)
10.12 Form of Indemnification Agreement (Notes 1 & 2)
10.13 Stock Option Plan for Non-Employee Directors (Notes 1 & 2)
10.14 Purchase and Sales Agreement dated February 29, 1996 (Note 3)
10.15 Securities Purchase Agreement dated October 31, 1997 among the
Registrant Morrow, LLC, Morrow Snowboards ULC, Westbeach Snowboard
Canada Ltd. and the Security holders of Westbeach Snowboard Canada
Ltd. listed therein (Note 4)
10.16 Loan and Security Agreement dated as of November 10, 1997 between the
Registrant, as Borrower, and LaSalle Business Credit, Inc. as Lender
(Note 5)
10.17 Apparel Design and Manufacturing Agreement dated December 31, 1996
between the Registrant and Marmot Mountain Ltd. (Note 5)
10.18 "Terms of Instrument--Part 2", a lease agreement dated April 1, 1994,
as amended by "Terms of Instrument--Part 2", Modification Agreement,
dated October 17, 1997 between Westbeach Snowboard Canada Ltd. (now
Morrow Westbeach Canada ULC) and Western IMMO Holdings Inc.
10.19 International Distribution Agreement dated as of January 1, 1998,
between the Registrant and K.K. Morrow Japan
*11 Computation of Income Per Share
21 Subsidiaries of the Registrant
23 Consent of Independent public accountants
27 Financial Data Schedule
* Filed herewith
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(1) Incorporated herein by reference from the Company's Registration Statement
on Form S-1 (File No. 33-97800).
(2) Management contract or compensatory plan or arrangement.
(3) Incorporated herein by reference from the Company's 1995 Annual Report on
Form 10-K (File No. 0-27002).
(4) Incorporated by reference from the Company's Current Report on Form 8-K
dated October 31, 1997 (File No. 0-27002).
(5) Incorporated by reference from the Company's Current Report on Form 8-K
dated November 11, 1997 (File No. 0-27002).
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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EXHIBITS
FILED WITH THE
ANNUAL REPORT ON
FORM 10-K/A
FOR THE FISCAL YEAR ENDED
DECEMBER 27, 1997
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
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MORROW SNOWBOARDS, INC.
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Exhibit 11
MORROW SNOWBOARDS, INC.
COMPUTATION OF INCOME PER SHARE
See "Notes to Consolidated Financial Statements -
Note 3 - Net Income Per Share"
