U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
FORM 10-K/A
(Amendment No. 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 June 30, 1997
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 0-19899
U.S. HOME & GARDEN INC.
(Exact Name of Registrant as specified in its charter)
Delaware 77-0262908
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
655 Montgomery Street,
San Francisco, California 94111
(Address of Principal Executive (Zip Code)
Offices)
(415) 616-8111
(Registrant's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Exchange Act:
Name of Each Exchange
Title of each class on Which Registered
- ------------------- -------------------
None Not Applicable
Securities registered pursuant to Section 12(g) of the Exchange Act:
Common Stock, $.001 par value and Class A Common Stock Purchase Warrants
(Title of Class)
<PAGE>
Indicate by check mark 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 past 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 in 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 ]
The aggregate market value of the Common Stock held by non-affiliates of
the registrant (based upon the closing sale price) on January 14, 1998, was
approximately $79,000,000.
As of January 14, 1998, 19,903,840 shares of the Registrant's Common Stock,
par value $.001 per share were outstanding.
Documents Incorporated By Reference: None
- 2 -
<PAGE>
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
(a) Exhibits
Exhibit No.
3.1 Certificate of Incorporation, as amended.*
3.2 By-laws of the Company, incorporated by reference to Exhibit 3(b) of the
Company's Registration Statement on Form S-1 (Registration No. 33-45428).
4.1 Form of certificate evidencing Common Stock, $.001 par value, of the
Company, incorporated by reference to Exhibit 4.1 of the Company's
Registration Statement on Form S-1 (Registration No. 333-38483).
4.3 Form of Unit Purchase Option granted to D.H. Blair & Co.**
4.4 Form of Public Warrant Agreement with respect to Class A Warrants.**
4.5 Warrant Agreement with respect to Class B Warrants, incorporated by
reference to Exhibit 4(c) of the Company's Registration Statement on Form
S-3 (Registration No. 33-89800).
9.1 Voting Agreement among Joseph A. Owens, II, the Company, and Robert
Kassel.+
9.2 Voting Agreement among Richard M. Grandy, the Company and Robert Kassel.+
10.1 Employment Agreement of Robert Kassel.++
10.2 Employment Agreement of Richard Raleigh.++
10.3 Employment Agreement of Richard Grandy.+++
10.4 1991 Stock Option Plan, incorporated by reference to Exhibit 10.5 of the
Company's Registration Statement on Form S-1 (Registration No. 33-45428).
10.5 1995 Stock Option Plan.*
10.6 Non-Employee Director Stock Option Plan.*
10.7 1997 Stock Option Plan, incorporated by reference to Exhibit A to the
Company's proxy statement dated May 27, 1997.
- 3 -
<PAGE>
10.8 Asset Purchase Agreement dated as of June 18, 1994 among the Company,
Easy Gardener Acquisition Corp., Joseph A. Owens II, Richard M. Grandy
and Easy Gardener, Inc.+
10.9 Lease with respect to the Company's executive offices, incorporated by
reference to Exhibit 10.14 of the Company's Form 10-KSB for the fiscal
year ended June 30, 1992.
10.10 February 8, 1995 modification to lease with respect to the Company's
executive offices.*
10.11 May 6, 1997 modification to lease with respect to the Company's executive
offices.+++
10.12 Lease with respect to Weatherly's warehouse facilities in Paris,
Kentucky.+++
10.13 Form of Mergers and Acquisitions Agreement between the Company and D.H.
Blair Investment Banking Corp.**
10.14 Agreement dated as of April 16, 1996 between the Company and The Intrac
Group.++
10.15 Credit Agreement among Easy Gardener, the Company, The Provident Bank, as
Administrative and Collateral Agent,and The Provident Bank and other
certain lending institutions, dated as of August 9, 1996.++
10.16 First Amendment, dated April 3, 1997 to the Credit Agreement.+++
10.17 Second Amendment, dated May 9, 1997 to the Credit Agreement.+++
10.18 Third Amendment, dated June 30, 1997 to the Credit Agreement.+++
10.19 Lease and lease extension agreements between Crawford- Austin Mfg. Co.
and Easy Gardener.*
10.20 Warehouse Lease, dated May 7, 1997, between Weatherly Consumer Products,
Inc. and Sarah C. Leer.+++
10.21 Purchase Agreement, dated as of August 9, 1996, by and among the Company,
Easy Gardener, Weatherly and the Weatherly Stockholders (incorporated by
reference to Exhibit 10.1 filed with the Company's Form 8-K for the event
dated August 9, 1996).
10.22 Purchase Agreement, dated as of May 9, 1997, by and among the Company,
Easy Gardener and Plastic Molded Concepts, Inc.+++
- 4 -
<PAGE>
10.23 Lease Extension, dated October 16, 1997, between Easy Gardener and
Crawford-Austin Mfg. Co.+++
21 Subsidiaries of the Company.+++
23 Consent of BDO Seidman, LLP.***
27 Financial Data Schedule (for SEC use only).+++
- ----------
* Incorporated by reference to the comparable exhibit filed with the
Company's Form 10-KSB for the fiscal year ended June 30, 1995.
** Incorporated by reference to the exhibit filed under the same number in the
Company's Registration Statement on Form SB-2 (file no. 33-61984).
*** Filed herewith.
+ Incorporated by reference to the exhibit contained in the Current Report on
form 8-K filed by the Company for the event dated September 1, 1994.
++ Incorporated by reference to the applicable exhibit contained in the
Company's Annual Report on Form 10-KSB for the fiscal year ended June 30,
1996.
+++ Incorporated by reference to the exhibit previously filed with the
Company's Form 10-K for the fiscal year ended June 30, 1997.
(b) Report on Form 8-K. No reports on Form 8-K were filed by the Company
during its fiscal quarter ended June 30, 1997.
- 5 -
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this amended report to be
signed on its behalf by the undersigned thereunto duly authorized.
U.S. Home & Garden Inc.
-----------------------------
(Registrant)
By: /s/ Robert Kassel
-----------------------------
Robert Kassel, President
Dated: January 14, 1998
- 6 -
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
U.S. Home & Garden Inc.
San Francisco, California
We hereby consent to the incorporation by reference in the Registration Nos.
33-82758, 33-89800, 33-94924 and 333-21667 on Forms S-3 and 33-55020 and
33-71978 on Forms S-8 of U.S. Home & Garden Inc. of our report dated August 1,
1997, except for Note 15 which is as of September 15, 1997, relating to the
consolidated financial statements and Schedule of U.S. Home & Garden Inc.
appearing in this Annual Report on Form 10-K/A of U.S. Home & Garden Inc. for
the year ended June 30, 1997.
/s/ BDO Seidman, LLP
-----------------------------
BDO SEIDMAN, LLP
San Francisco, California
January 14, 198
