<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
For the fiscal year ended September 30, 1996 Commission File Number 0-20600
ZOLTEK COMPANIES, INC.
(Exact name of registrant as specified in its charter)
Missouri 43-1311101
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3101 McKelvey Road, St. Louis, Missouri (Zip Code)
(Address of principal executive offices) 63044
Registrant's telephone number, including area code: (314) 291-5110
<PAGE> 2
Item 14. Exhibits, Financial Statements, Schedules and Reports on Form 8-K
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(a)(1) Financial statements: Incorporated herein by reference, are
listed in Item 8 of the Registrant's Annual Report on Form 10-K for the fiscal
year ended September 30, 1996.
(2) The following financial statement schedule and auditors'
report thereon are included in Part IV of the Registrant's Annual Report on Form
10-K for the fiscal year ended September 30, 1996:
Page(s)
-------
Report of Independent Public Accountants on
Financial Statement Schedule 19
12-09 Valuation and Qualifying Accounts and Reserves 20
Schedules other than those listed above have been omitted because
they are either not required or not applicable, or because the information is
presented in the consolidated financial statements or the notes thereto.
(3) The following exhibits are filed herewith or incorporated by
reference herein, as indicated:
2.1 Form of Share Purchase Agreement, by and among
Allami Privatizacios Es Vagyonkezelo Reszvenytarsasag,
Magyar Viscosa Rt. and Zoltek Corporation, filed as
Exhibit 2.1 to Registrant's Registration Statement on
Form S-1 (Reg. No. 33-97294) is incorporated herein by
this reference
2.2 Agreement on Sale of Lease Receivables, dated
September 20, 1995, by and between Zoltek Corporation
and Central European International Bank Ltd, filed as
Exhibit 2.2 to Registrant's Registration Statement on
Form S-1 (Reg. No. 33-97294) is incorporated herein by
this reference
2.3 Agreement on Sale of Shares, dated September 20,
1995, with respect to 14.132 pcs of preferred shares of
Magyar Viscosa Rt. by and between Zoltek Corporation
and CIB Hungaria Bank Rt., filed as Exhibit 2.3 to
Registrant's Registration Statement on Form S-1 (Reg.
No. 33-97294) is incorporated herein by this reference
2.4 Agreement on Sale of Shares, dated September 20,
1995, with respect to 14.934 pcs of ordinary shares and
29.534 pcs of preferred shares of Magyar Viscosa Rt. by
and between Zoltek Corporation and CIB Hungaria Bank
Rt., filed as Exhibit 2.4 to Registrant's Registration
Statement on Form S-1 (Reg. No. 33-97294) is
incorporated herein by this reference
2.5 Sales Agreement, dated September 22, 1995, by and
between Zoltek Corporation and Bank of Hungarian
Savings Cooperatives, Ltd., filed as Exhibit 2.5 to
Registrant's Registration Statement on Form S-1 (Reg.
No. 33-97294) is incorporated herein by this reference
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<PAGE> 3
2.6 Agreement on Sale of Shares, dated September 12,
1995, by and between Zoltek Corporation and Allami
Fejlesztesi Intezet, filed as Exhibit 2.6 to
Registrant's Registration Statement on Form S-1 (Reg.
No. 33-97294) is incorporated herein by this reference
2.7 Agreement on Sale of Shares Issued By Magyar
Viscosa Rt., by and between Zoltek Corporation and
Inter-Europa Bank Rt., filed as Exhibit 2.7 to
Registrant's Registration Statement on Form S-1 (Reg.
No. 33-97294) is incorporated herein by this reference
2.8 Agreement on Sale of Loan Receivables by and
between Zoltek Corporation and Bank of Inter-Europa
Bank Rt., filed as Exhibit 2.8 to Registrant's
Registration Statement on Form S-1 (Reg. No. 33-97294)
is incorporated herein by this reference
2.9 Agreement on Sale of Loan Receivables and Shares,
dated as of September 12, 1995, by and between Zoltek
Corporation and Creditanstalt Rt., filed as Exhibit 2.9
to Registrant's Registration Statement on Form S-1
(Reg. No. 33-97294) is incorporated herein by this
reference
2.10 Agreement for the Sale of Assets, dated as of
August 17, 1995, by and among Zoltek Corporation,
Zoltek Properties, Inc., Pioneer Pump and Packing,
Inc., Pioneer Holdings, Inc. and Zsolt Rumy, filed as
Exhibit 2 to Registrant's Current Report on Form 8-K
dated August 31, 1995, is incorporated herein by this
reference
3.1 Restated Articles of Incorporation of the
Registrant, filed as Exhibit 3.1 to Registrant's
Registration Statement on Form S-1 (Reg. No. 33-51142)
is incorporated herein by this reference
3.2 Restated By-Laws of the Registrant, as currently
in effect, filed as Exhibit 3.2 to Registrant's
Registration Statement on Form S-1 (Reg. No. 33-51142)
is incorporated herein by this reference
4.1 Form of certificate for Common Stock, filed as
Exhibit 4.1 to Registrant's Registration Statement on
Form S-1 (Reg. No. 33-51142) is incorporated herein by
this reference
10.1 Loan Agreement, dated December 29, 1989, by and
between Zoltek Corporation and Southwest Bank of
St. Louis, as amended by letter, dated August 13, 1992,
filed as Exhibit 10.7 to Registrant's Registration
Statement on Form S-1 (Reg. No. 33-51142) is
incorporated herein by this reference
10.2 Zoltek Companies, Inc. Long Term Incentive Plan,
filed as Exhibit 10.15 to Registrant's Registration
Statement on Form S-1 (Reg. No. 33-51142) is
incorporated herein by this reference
10.3 Zoltek Companies, Inc. Directors Stock Option
Plan, filed as Appendix A to Registrant's definitive
proxy statement for the 1995 Annual Meeting of
Shareholders on Form S-1 (Reg. No. 33-51142) is
incorporated herein by this reference
10.4 Promissory Note, dated September 29, 1994, by and
between Zoltek Properties, Inc. and Metlife Capital
Corporation, filed as Exhibit 10.8 to Registrant's
Annual Report on Form
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<PAGE> 4
10-K for the fiscal year ended September 30, 1994, is
incorporated herein by this reference
10.5 Precursor Agreement, dated as of July 1, 1994, by
and between Zoltek Corporation and Courtaulds Fibres
Limited, filed as Exhibit 10.9 to Registrant's Annual
Report on Form 10-K for the fiscal year ended September
30, 1994, is incorporated herein by this reference. (An
application for confidential treatment has been made
for a portion of Exhibit 10.9.)
10.6 Materials Supply Agreement, dated as of June 15,
1994, by and between Zoltek Companies, Inc. and The
B.F. Goodrich Company, filed as Exhibit 10.10 to
Registrant's Annual Report on Form 10-K for the fiscal
year ended September 30, 1994, is incorporated herein
by this reference. (An application for confidential
treatment has been made for a portion of Exhibit
10.10.)
10.7 Underwriting Agreement, dated November 17, 1995,
by and between the Registrant and First Albany
Corporation and Stifel, Nicolaus & Company,
Incorporated, on behalf of the several underwriters,
filed as Exhibit 1.1 to Registrant's Registration
Statement on Form S-1 (Reg. No. 33-97294) is
incorporated herein by this reference
10.8 Loan Agreement, dated November 14, 1994, by and
between Zoltek Properties, Inc. and The Reliable Life
Insurance Company, filed as Exhibit 10.11 to the
Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1995, is incorporated herein by
this reference
10.9 Promissory Note, dated November 14, 1994, by and
between Zoltek Corporation and Southwest Bank of St.
Louis, filed as Exhibit 10.2 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended
March 31, 1995, is incorporated herein by this
reference
10.10 Letter, dated March 6, 1995, from Southwest
Bank of St. Louis to the Registrant regarding amendment
of certain loan covenants, filed as Exhibit 10.13 to
the Registrant's Quarterly Report of Form 10-Q for the
quarter ended March 31, 1995, is incorporated herein by
this reference
10.11 Purchase Agreement, dated September 18, 1996,
by and between Registrant and Merrill Lynch & Co. and
Stifel, Nicolaus & Company, Incorporated, on behalf of
the several underwriters, filed as Exhibit 1.1 to
Registrant's Registration Statement on Form S-3 (Reg.
No. 333-07547) is incorporated herein by this reference
13 Registrant's 1996 Annual Report to Shareholders
filed as Exhibit 13 to the Registrant's Annual Report
on Form 10-K for the fiscal year ended September 30,
1996, is incorporated herein by this reference
21 Subsidiaries of the Registrant, filed as Exhibit
21 to the Registrant's Annual Report on Form 10-K for
the fiscal year ended September 30, 1995, is
incorporated herein by this reference
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<PAGE> 5
23 Consent of Price Waterhouse LLP filed as Exhibit
23 to the Registrant's Annual Report on Form 10-K for
the fiscal year ended September 30, 1996, is
incorporated herein by this reference
27 Financial Data Schedule is filed herewith
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<PAGE> 6
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.
ZOLTEK COMPANIES, INC.
(Registrant)
By /s/ Zsolt Rumy
-------------------------------------
Zsolt Rumy, Chairman of the Board,
President and Chief Executive Officer
Date: January 31, 1997
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<PAGE> 7
EXHIBIT INDEX
-------------
Exhibit No. Description
- ----------- -----------
2.1 Form of Share Purchase Agreement, by and
among Allami Privatizacios Es Vagyonkezelo
Reszvenytarsasag, Magyar Viscosa Rt. and Zoltek
Corporation<F*>
2.2 Agreement on Sale of Lease Receivables, dated
September 20, 1995, by and between Zoltek
Corporation and Central European International Bank
Ltd.<F*>
2.3 Agreement on Sale of Shares, dated September
20, 1995, with respect to 14.132 pcs of preferred
shares of Magyar Viscosa Rt. by and between Zoltek
Corporation and CIB Hungaria Bank Rt.<F*>
2.4 Agreement on Sale of Shares, dated September
20, 1995, with respect to 14.934 pcs of ordinary
shares and 29.534 pcs of preferred shares of Magyar
Viscosa Rt. by and between Zoltek Corporation and
CIB Hungaria Bank Rt.<F*>
2.5 Sales Agreement, dated September 22, 1995, by
and between Zoltek Corporation and Bank of Hungarian
Savings Cooperatives, Ltd.<F*>
2.6 Agreement on Sale of Shares, dated September
12, 1995, by and between Zoltek Corporation and
Allami Fejlesztesi Intezet<F*>
2.7 Agreement on Sale of Shares Issued By Magyar
Viscosa Rt., by and between Zoltek Corporation and
Inter-Europa Bank Rt.<F*>
2.8 Agreement on Sale of Loan Receivables by and
between Zoltek Corporation and Bank of Inter-Europa
Bank Rt.<F*>
2.9 Agreement on Sale of Loan Receivables and
Shares, dated as of September 12, 1995, by and
between Zoltek Corporation and Creditanstalt Rt.<F*>
2.10 Agreement for the Sale of Assets, dated as of
August 17, 1995, by and among Zoltek Corporation,
Zoltek Properties, Inc., Pioneer Pump and Packing,
Inc., Pioneer Holdings, Inc. and Zsolt Rumy<F*>
3.1 Restated Articles of Incorporation of the
Registrant<F*>
3.2 Restated By-Laws of the Registrant, as
currently in effect<F*>
4.1 Form of certificate for Common Stock<F*>
10.1 Loan Agreement, dated December 29, 1989, by
and between Zoltek Corporation and Southwest Bank of
St. Louis, as amended by letter, dated August 13,
1992<F*>
10.2 Zoltek Companies, Inc. Long Term Incentive
Plan<F*>
10.3 Zoltek Companies, Inc. Directors Stock Option
Plan<F*>
[FN]
- -----------
<F*> Incorporated herein by reference
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<PAGE> 8
EXHIBIT INDEX
-------------
Exhibit No. Description
- ----------- -----------
10.4 Promissory Note, dated September 29, 1994, by
and between Zoltek Properties, Inc. and Metlife
Capital Corporation<F*>
10.5 Precursor Agreement, dated as of July 1,
1994, by and between Zoltek Corporation and
Courtaulds Fibres Limited.<F*> (An application for
confidential treatment has been made for a portion
of Exhibit 10.9.)
10.6 Materials Supply Agreement, dated as of June
15, 1994, by and between Zoltek Companies, Inc. and
The B.F. Goodrich Company.<F*> (An application for
confidential treatment has been made for a portion
of Exhibit 10.10.)
10.7 Underwriting Agreement, dated November 17,
1995, by and between the Registrant and First Albany
Corporation and Stifel, Nicolaus & Company,
Incorporated, on behalf of the several underwriters<F*>
10.8 Loan Agreement, dated November 14, 1994, by
and between Zoltek Properties, Inc. and The Reliable
Life Insurance Company<F*>
10.9 Promissory Note, dated November 14, 1994, by
and between Zoltek Corporation and Southwest Bank of
St. Louis<F*>
10.10 Letter, dated March 6, 1995, from Southwest
Bank of St. Louis to the Registrant regarding
amendment of certain loan covenants<F*>
10.11 Purchase Agreement, dated September 18, 1996,
by and between Registrant and Merrill Lynch & Co.
and Stifel, Nicolaus & Company, Incorporated, on
behalf of the several underwriters, filed as
Exhibit 1.1 to Registrant's Registration Statement
on Form S-3 (Reg. No. 333-07547) is incorporated
herein by this reference.)<F*>
13 Registrant's 1996 Annual Report to Shareholders<F*>
21 Subsidiaries of the Registrant<F*>
23 Consent of Price Waterhouse LLP<F*>
27 Financial Data Schedule
[FN]
- ----------
<F*> Incorporated herein by reference
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<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-START> OCT-01-1995
<PERIOD-END> SEP-30-1996
<CASH> 1,425,581
<SECURITIES> 74,021,349
<RECEIVABLES> 11,297,307
<ALLOWANCES> 71,779
<INVENTORY> 12,596,708
<CURRENT-ASSETS> 102,319,554
<PP&E> 38,407,829
<DEPRECIATION> 6,967,251
<TOTAL-ASSETS> 134,660,007
<CURRENT-LIABILITIES> 19,005,840
<BONDS> 5,207,092
<COMMON> 162,103
0
0
<OTHER-SE> 108,615,513
<TOTAL-LIABILITY-AND-EQUITY> 134,660,007
<SALES> 68,956,758
<TOTAL-REVENUES> 68,956,758
<CGS> 49,771,511
<TOTAL-COSTS> 59,281,296
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,012,487
<INCOME-PRETAX> 8,711,637
<INCOME-TAX> 2,539,381
<INCOME-CONTINUING> 6,172,256
<DISCONTINUED> 38,584
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,210,840
<EPS-PRIMARY> 0.45
<EPS-DILUTED> 0.45
</TABLE>
