SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended June 30, 1996 Commission File Number 0-21036
BLIMPIE INTERNATIONAL, INC.
(Exact name of small business issuer as specified in its charter)
New Jersey 13-2908793
(State or Other Jurisdiction of (IRS Employer Identification No.)
Incorporation or Organization)
740 Broadway, New York, NY 10003
(Address and Zip Code of Principal Executive Offices)
Issuer's Telephone Number: (212) 673-5900
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
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act 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
|_|
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 registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. |X|
State issuer's revenues for its most recent fiscal year: $34,991,382.
The aggregate market value of the registrant's common stock held by
non-affiliates of the registrant as of September 16, 1996 was approximately
$45,533,000. Solely for purposes of the foregoing calculation all of the
registrant's directors and officers are deemed to be affiliates.
There were 9,496,276 shares of the registrant's common stock outstanding as
of September 16, 1996.
<PAGE>
Item 13. EXHIBITS AND REPORTS ON FORM 8-K
Exhibit No. Description
- ----------- -----------
3.1 Certificate of Incorporation of the Company, as amended*
3.2 By-laws of the Company*
4.1 Specimen stock certificate of the Company's common stock*
10.1 Trademark Agreement dated as of August 1, 1976 among Peter
DeCarlo, Anthony P. Conza and David L. Siegel*
10.2 Modification Agreement dated as of November 15, 1977 by and
among Peter DeCarlo, Anthony P. Conza and David L. Siegel*
10.3 Agreement dated as of June 15, 1981 by and between Peter
DeCarlo, Anthony P. Conza and David L. Siegel*
10.4 Agreement dated as of June 1, 1977 by and between Anthony P.
Conza and David L. Siegel and International Blimpie Corporation*
10.5 Agreement dated as of December 15, 1980 by and between
International Blimpie of Illinois, Inc. and International
Blimpie Corporation*
10.6 Trademark Distribution Agreement dated July 18, 1984 by and
between International Blimpie Corporation and ISM, Inc. and
Anthony P. Conza, Peter DeCarlo and David Siegel*
10.7 Agreement dated April 30, 1992 by and between Astor Restaurant
Group, Inc. and Blimpie of California, Inc. and ISM, Inc*
10.8 Replacement Subfranchise Agreement dated as of October 17, 1991
by and between Astor Restaurant Group, Inc. and Patrick J.
Pompeo and Joseph Conza*
10.9 Agreement dated July 19, 1991 by and between Metropolitan
Blimpie, Inc. and Astor Restaurant Group, Inc*
10.10 Area Distributor's Agreement dated October 6, 1976 between
International Blimpie Corporation and Jeffrey P. Wiener and
Charles Leaness*
10.11 Subfranchise Agreement dated April 1, 1984 by and between
International Blimpie Corporation and Joseph P. Conza*
2
<PAGE>
10.12 Lease dated as of December 2, 1987 by and between First Capital
Income Properties, Ltd. - Series IX and Blimpie Capital
Corporation and Lease Modification Agreement dated November 1,
1989 and Second Lease Modification Agreement dated August 21,
1991 between the parties thereto*
10.13 Service Agreement dated as of August 1, 1992 between the Company
and Mellon Securities Trust Company*
10.14 Option, Loan, and Pledge Agreements and Promissory Note dated as
of December 20, 1991 between Astor Restaurant Group, Inc. and
Patrick J. Pompeo*
10.15 Option, Loan and Pledge Agreements and Promissory Note dated as
of December 20, 1991 between Astor Restaurant Group, Inc. and
David L. Siegel*
10.16 Option, Loan and Pledge Agreements and Promissory Note dated as
of December 20, 1991 between Astor Restaurant Group, Inc. and
Charles G. Leaness*
10.17 Option, Loan and Pledge Agreements and Promissory Note dated as
of December 20, 1991 between Astor Restaurant Group, Inc. and
Anthony P. Conza*
10.18 Agreement dated as of January 31, 1992 by and between Astor
Restaurant Group, Inc. and Barber & Bronson, Inc*
10.19 Blimpie Retirement Plan (401(k) Profit Sharing Plan*
10.20 Copy of the Company's Group Life, Accident and Health Insurance
Policy*
10.21 Agreement dated December 18, 1991 between Astor Restaurant
Group, Inc. and Llewellyn Distributors, Inc*
10.22 Agreement dated March 1, 1992 between Blimpie International,
Inc. and International Southwest Blimpie, Inc*
10.23 Agreement dated March 1, 1992 between Blimpie International,
Inc. and Blimpie of Atlanta, Inc*
10.24 1993 Stock Incentive Plan*
10.25 Form of Option Issuable Under the 1993 Stock Incentive Plan*
10.26 Standard Form of Franchise Agreement*
3
<PAGE>
10.27 Standard Form of Subfranchise Agreement*
10.28 Agreement dated June 13, 1991 by and between International
Blimpie Co., an unincorporated division of Astor Restaurant
Group, Inc. and Blimpie Fifty-Seven, Inc*
10.29 Form of indemnity agreement between the Company and its
directors and/or officers*
10.30 Standard Form of Sublease Agreement*
10.31 Fifth Lease Modification Agreement dated August 5, 1996 between
Carfax Enterprises Limited Partnership and Blimpie Capital
Corporation**
10.32 Fourth Lease Modification Agreement dated April 27, 1994 between
First Capital Income Properties, Ltd., - Series IX and Blimpie
Capital Corporation*
10.33 Agreement dated July 19, 1993 by and between Marc Haskell,
Andrew Whitman, Riaz Baksh and The Border Cafe, Inc. and Blimpie
International, Inc*
10.34 Agreement dated May 24, 1993 by and between Metropolitan
Blimpie, Inc., Anthony P. Conza, David L. Siegel and Blimpie
International, Inc*
10.35 Equipment Lease Agreement dated January 24, 1992 by and between
Rapid Leasing International, Inc. and Consal Enterprises, Inc*
10.36 License Agreement dated July 19, 1993 between The Border Cafe,
Inc. and Blimpie International, Inc*
10.37 Promissory Note, Note Addendum and Pledge Agreement dated March
24, 1995 between Joseph Conza and the Company*
10.38 Form of Warrant Issued to Non-Employee Directors*
10.39 Warrant dated February 12, 1993 Issued to Barber & Bronson
Incorporated*
10.40 Option dated September 15, 1994 Issued to Kirschenbaum & Bond,
Inc*
10.41 Financial Consulting Agreement by and between Barber & Bronson
Incorporated and Blimpie International, Inc. (a copy of which
was filed with the Commission on July 19, 1995 as Exhibit 10.41
to Amendment No. 1 to the Company's Registration Statement on
Form SB-2 (Reg. No. 33-93738), and is hereby incorporated herein
by this reference).
4
<PAGE>
10.42 International Trademark Licensing Agreement among Anthony P.
Conza, David L. Siegel and the Company*
21 Subsidiaries of the Company**
27 Financial Data Schedule
- ----------
* (a copy of which was filed with the Commission on June 30, 1995 as an
Exhibit of corresponding number to the Company's Registration Statement on
Form SB-2 (Reg. No. 33-93738), and is hereby incorporated herein by this
reference)
** (a copy of which was filed with the Commission on September 27, 1996 as an
Exhibit of corresponding number to the Company's Annual Report on Form
10-KSB for the fiscal year ended June 30, 1996, and is hereby incorporated
herein by this reference)
The Company did not file any Current Reports on Form 8-K during the fourth
quarter of its fiscal year ended June 30, 1995.
5
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
has caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
BLIMPIE INTERNATIONAL, INC.
Dated: September 30, 1996 By: /s/ Anthony P. Conza
-------------------------------------
Anthony P. Conza, President
In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on
the dates indicated.
Principal Executive Officer
Date: September 30, 1996 /s/ Anthony P. Conza
-----------------------------------------
Anthony P. Conza, Chairman, President
and Chief Executive Officer
Principal Financial and Accounting Officer
Date: September 30, 1996 /s/ Robert S. Sitkoff
-----------------------------------------
Robert S. Sitkoff, Senior Vice President,
Chief Financial Officer and Treasurer
Date: September 30, 1996 /s/ David L. Siegel
-----------------------------------------
David L. Siegel, Vice Chairman
Date: September 30, 1996 /s/ Patrick J. Pompeo
-----------------------------------------
Patrick J. Pompeo, Director
Date: September 30, 1996 /s/ Charles G. Leaness
-----------------------------------------
Charles G. Leaness, Director
Date: September 30, 1996 /s/ Alvin Katz
-----------------------------------------
Alvin Katz, Director
Date: September 30, 1996 /s/ Harry G. Chernoff
-----------------------------------------
Harry G. Chernoff, Director
6
<PAGE>
EXHIBIT INDEX
Incorporated by Exhibit
Reference to Number Description
- --------------- ------ -----------
Exhibit 3.1[1] 3.1 Certificate of Incorporation of the Company, as
amended
Exhibit 3.2[1] 3.2 By-laws of the Company
Exhibit 4.1[1] 4.1 Specimen stock certificate of the Company's common
stock
Exhibit 10.1[1] 10.1 Trademark Agreement dated as of August 1, 1976
among Peter DeCarlo, Anthony P. Conza and David
L. Siegel
Exhibit 10.2[1] 10.2 Modification Agreement dated as of November 15,
1977 by and among Peter DeCarlo, Anthony P. Conza
and David L. Siegel
Exhibit 10.3[1] 10.3 Agreement dated as of June 15, 1981 by and between
Peter DeCarlo, Anthony P. Conza and David L. Siegel
Exhibit 10.4[1] 10.4 Agreement dated as of June 1, 1977 by and between
Anthony P. Conza and David L. Siegel and
International Blimpie Corporation
Exhibit 10.5[1] 10.5 Agreement dated as of December 15, 1980 by and
between International Blimpie of Illinois, Inc. and
International Blimpie Corporation
<PAGE>
Incorporated by Exhibit
Reference to Number Description
- --------------- ------ -----------
Exhibit 10.6[1] 10.6 Distribution Agreement dated July 18, 1984 by and
between International Blimpie Corporation and ISM,
Inc. and Anthony P. Conza, Peter DeCarlo and David
Siegel
Exhibit 10.7[1] 10.7 Agreement dated April 30, 1992 by and between Astor
Restaurant Group, Inc. and Blimpie of California,
Inc. and ISM, Inc
Exhibit 10.8 [1] 10.8 Replacement Subfranchise Agreement dated as of
October 17, 1991 by and between Astor Restaurant
Group, Inc. and Patrick J. Pompeo and Joseph Conza
Exhibit 10.9[1] 10.9 Agreement dated July 19, 1991 by and between
Metropolitan Blimpie, Inc. and Astor Restaurant
Group, Inc
Exhibit 10.10[1] 10.10 Distributor's Agreement dated October 6, 1976
between International Blimpie Corporation and
Jeffrey P. Wiener and Charles Leaness
Exhibit 10.11[1] 10.11 Subfranchise Agreement dated April 1, 1984 by and
between International Blimpie Corporation and
Joseph P. Conza
2
<PAGE>
Incorporated by Exhibit
Reference to Number Description
- --------------- ------ -----------
Exhibit 10.12[1] 10.12 Lease dated as of December 2, 1987 by and between
First Capital Income Properties, Ltd. - Series IX
and Blimpie Capital Corporation and Lease
Modification Agreement dated November 1, 1989 and
Second Lease Modification Agreement dated August
21, 1991 between the parties thereto
Exhibit 10.13[1] 10.13 Service Agreement dated as of August 1, 1992
between the Company and Mellon Securities Trust
Company
Exhibit 10.14[1] 10.14 Option, Loan, and Pledge Agreements and Promissory
Note dated as of December 20, 1991 between Astor
Restaurant Group, Inc. and Patrick J. Pompeo
Exhibit 10.15[1] 10.15 Option, Loan and Pledge Agreements and Promissory
Note dated as of December 20, 1991 between Astor
Restaurant Group, Inc. and David L. Siegel
Exhibit 10.16[1] 10.16 Option, Loan and Pledge Agreements and Promissory
Note dated as of December 20, 1991 between Astor
Restaurant Group, Inc. and Charles G. Leaness
3
<PAGE>
Incorporated by Exhibit
Reference to Number Description
- --------------- ------ -----------
Exhibit 10.17[1] 10.17 Option, Loan and Pledge Agreements and Promissory
Note dated as of December 20, 1991 between Astor
Restaurant Group, Inc. and Anthony P. Conza
Exhibit 10.18[1] 10.18 Agreement dated as of January 31, 1992 by and
between Astor Restaurant Group, Inc. and Barber &
Bronson, Inc
Exhibit 10.19[1] 10.19 Blimpie Retirement Plan (401(k) Profit Sharing Plan
Exhibit 10.20[1] 10.20 Copy of the Company's Group Life, Accident and
Health Insurance Policy
Exhibit 10.21[1] 10.21 Agreement dated December 18, 1991 between Astor
Restaurant Group, Inc. and Llewellyn Distributors,
Inc
Exhibit 10.22[1] 10.22 Agreement dated March 1, 1992 between Blimpie
International, Inc. and International Southwest
Blimpie, Inc
Exhibit 10.23[1] 10.23 Agreement dated March 1, 1992 between Blimpie
International, Inc. and Blimpie of Atlanta, Inc
Exhibit 4.2[3] 10.24 Omnibus Stock Incentive Plan
Exhibit 10.26[1] 10.25 Standard Form of Franchise Agreement
4
<PAGE>
Incorporated by Exhibit
Reference to Number Description
- --------------- ------ -----------
Exhibit 10.27[1] 10.26 Standard Form of Subfranchise Agreement
Exhibit 10.28[1] 10.27 Agreement dated June 13, 1991 by and between
International Blimpie Co., an unincorporated
division of Astor Restaurant Group, Inc. and
Blimpie Fifty-Seven, Inc
Exhibit 10.29[1] 10.28 Form of indemnity agreement between the Company and
its directors and/or officers
Exhibit 10.30[1] 10.29 Standard Form of Sublease Agreement
Exhibit 10.31[1] 10.30 Lease dated February 18, 1993 between Lafayette
Astor Associates and 740 Broadway Top Floor Corp.
and Guaranty of Blimpie International, Inc. with
respect thereto
Exhibit 10.31[4] 10.31 Fifth Lease Modification Agreement dated August 5,
1996 between Carfax Enterprises Limited Partnership
and Blimpie Capital Corporation
Exhibit 10.33[1] 10.32 Agreement dated July 19, 1993 by and between Marc
Haskell, Andrew Whitman, Riaz Baksh and The Border
Cafe, Inc. and Blimpie International, Inc
5
<PAGE>
Incorporated by Exhibit
Reference to Number Description
- --------------- ------ -----------
Exhibit 10.34[1] 10.33 Agreement dated May 24, 1993 by and between
Metropolitan Blimpie, Inc., Anthony P. Conza, David
L. Siegel and Blimpie International, Inc
Exhibit 10.35[1] 10.34 Equipment Lease Agreement dated January 24, 1992 by
and between Rapid Leasing International, Inc. and
Consal Enterprises, Inc
Exhibit 10.36[1] 10.35 License Agreement dated July 19, 1993 between The
Border Cafe, Inc. and Blimpie International, Inc
Exhibit 10.37[1] 10.36 Promissory Note, Note Addendum and Pledge Agreement
dated March 24, 1995 between Joseph Conza and the
Company
Exhibit 10.38[1] 10.37 Form of Warrant Issued to Non-Employee Directors
Exhibit 10.39[1] 10.38 Warrant dated February 12, 1993 Issued to Barber &
Bronson Incorporated
6
<PAGE>
Incorporated by Exhibit
Reference to Number Description
- --------------- ------ -----------
Exhibit 10.40[1] 10.39 Option dated September 15, 1994 Issued to
Kirschenbaum & Bond, Inc
Exhibit 10.41[2] 10.40 Financial Consulting Agreement by and between
Barber & Bronson Incorporated and Blimpie
International, Inc.
Exhibit 10.42[1] 10.41 International Trademark Licensing Agreement among
Anthony P. Conza, David L. Siegel and the Company
Exhibit 21[4] 21 Subsidiaries of the Company
* 27 Financial Statement Schedule
- ----------
* Filed Herewith
[1] Registrant's Registration Statement on Form SB-2 filed with the Securities
and Exchange Commission on June 30, 1995 (SEC Registration No. 33-93738).
[2] Amendment No. 1 to the Registrant's Registration Statement on Form SB-2,
which was filed with the Securities and Exchange Commission on July 19,
1995.
[3] Registrant's Quarterly Report on Form 10-QSB for the three months ended
December 31, 1995.
[4] Registrant's Annual Report on Form 10-KSB for the fiscal year ended June
30, 1996 which was filed with the Securities and Exchange Commission on
September 27, 1996.
7
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-01-1995
<PERIOD-END> JUN-30-1996
<CASH> 4,328,468
<SECURITIES> 5,430,950
<RECEIVABLES> 1,502,386
<ALLOWANCES> 46,400
<INVENTORY> 233,749
<CURRENT-ASSETS> 12,613,770
<PP&E> 1,548,130
<DEPRECIATION> 575,879
<TOTAL-ASSETS> 21,822,661
<CURRENT-LIABILITIES> 4,121,035
<BONDS> 0
0
0
<COMMON> 94,809
<OTHER-SE> 15,579,697
<TOTAL-LIABILITY-AND-EQUITY> 21,822,661
<SALES> 33,572,411
<TOTAL-REVENUES> 34,991,382
<CGS> 20,265,035
<TOTAL-COSTS> 20,265,035
<OTHER-EXPENSES> 9,203,507
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,677
<INCOME-PRETAX> 6,535,275
<INCOME-TAX> 2,495,000
<INCOME-CONTINUING> 4,040,275
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,040,275
<EPS-PRIMARY> 0.43
<EPS-DILUTED> 0.41
</TABLE>
