SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------------
FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 27, 1997 COMMISSION FILE NUMBER: 0-22012
---------------------
GROW BIZ INTERNATIONAL, INC.
(Exact name of Registrant as specified in its charter.)
MINNESOTA 41-1622691
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
4200 Dahlberg Drive, Minneapolis, MN 55422-4837
(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (612) 520-8500
Securities registered pursuant to Section 12 (b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, no par value per share
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 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 of the
Registrant, based upon the closing sale price of the Registrant's Common Stock
on January 31, 1998, as reported on the NASDAQ National Market System, was $27.8
million.
Shares of no par value Common Stock outstanding as of January 31, 1998:
5,951,134 shares.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive Proxy Statement for the Registrant's Annual Meeting
of Shareholders to be held on May 6, 1998 have been incorporated by reference
into Part III of this report.
<PAGE>
PART IV
ITEM 14: EXHIBITS AND REPORTS ON FORM 8-K.
(a.) The following documents are filed as a part of this Report:
1. FINANCIAL STATEMENTS.
The financial statements filed as part of this report are listed on
the Index to Financial Statements on page 24.
2. EXHIBITS.
EXHIBIT NUMBER DESCRIPTION
- -------------- -----------
3.1 Articles of Incorporation, as amended (Exhibit 3.1) (1)
3.2 By-laws, as amended and restated to date (Exhibit 3.2) (1)
4.1 Form of Stock Purchase Warrant to Hayne, Miller & Farni, Inc.
(1992) (Exhibit 4.2) (1)
4.2 Revised form of Stock Purchase Warrant to Hayne, Miller &
Farni, Inc. (1992) (Exhibit 4.3) (1)
10.1 Form of franchise agreement for Play It Again Sports(R)
(Exhibit 10.1) (3)
10.2 Form of franchise agreement for Once Upon A Child(R)
(Exhibit 10.2) (3)
10.3 Form of franchise agreement for Computer Renaissance(R)
(Exhibit 10.3) (3)
10.4 Form of franchise agreement for Music Go Round(R)
(Exhibit 10.4) (3)
10.5 Form of franchise agreement for Disc Go Round(R)
(Exhibit 10.5) (3)
10.6 Form of franchise agreement for It's About Games(TM)
(Exhibit 10.6)
10.7 Lease for 3505 Hennepin Avenue, Minneapolis Minnesota
(Exhibit 10.4) (1)
10.8 Asset Purchase Agreement dated January 24, 1992 with Sports
Traders, Inc. and James D. Van Buskirk ("Van Buskirk")
concerning acquisition of wholesale business, including
amendment dated March 11, 1992 (Exhibit 10.6 (a)) (1)
10.9 Retail store agreement dated January 24, 1992 with Van Buskirk
(Exhibit 10.6 (b)) (1)
10.10 Noncompetition and Consulting agreement dated January 1, 1990,
as amended January 24, 1992, with Martha Morris
(Exhibit 10.7) (1)
10.11 Asset Purchase Agreement dated April 1, 1993 concerning
purchase of assets of Computer Renaissance, Inc., including
stock option agreement (Exhibit 10.12) (1)
10.12 Asset Purchase Agreement dated July 1, 1994 for purchase of
assets of CDX Audio Development, Inc. (Exhibit 10.13) (3)
10.13 1992 Stock Option Plan, including forms of stock option
agreement (Exhibit 10.12) (1) (3)
10.14 Amendment No. 1 to the 1992 Stock Option Plan
(Exhibit 10.15) (2)
10.15 Amendment No. 2 to the 1992 Stock Option Plan
(Exhibit 10.16) (2)
10.16 Amendment No. 3 to the 1992 Stock Option Plan
10.17 Nonemployee Director Stock Option Plan, as amended, including
form of stock option agreement (Exhibit 10.16) (2) (3)
10.18 Employee Stock Purchase Plan of 1994 (Exhibit 10.17) (2) (3)
10.19 Real Estate Purchase Agreement for Purchase of the Company's
headquarters (Exhibit 10.18) (2)
<PAGE>
EXHIBIT NUMBER DESCRIPTION
- -------------- -----------
10.20 Consulting and Noncompetition Agreement dated November 6, 1992
with Lynn and Dennis Blum (Exhibit 10.19) (3)
10.21 Noncompetition Agreements dated April 1, 1993 with Charles G.
Welle and Richard C. Frost related to the purchase of
assets of Computer Renaissance (Exhibit 10.20) (3)
10.22 Asset Purchase Agreement between Grow Biz Games, Inc. and
Video Game Exchange, Inc., dated August 15, 1997
(Exhibit 10.1) (5)
10.23 First Amendment to Credit Agreement and Revolving Note,
dated August 8, 1997 (Exhibit 10.2) (5)
10.24 Term Note, TCF, dated August 8, 1997 (Exhibit 10.3) (5)
10.25 Non-Negotiable Promissory Note, Video Game Exchange, Inc.,
dated August 15, 1997 (Exhibit 10.4) (5)
11.1 Statement of Computation of Per Share Earnings
21.1 Subsidiaries
23.1 Consent of Arthur Andersen LLP Independent Public Accountants
27.1 Financial Data Schedule
27.2 Financial Data Schedule (Restated)
99.1 Cautionary Statements
(1) Incorporated by reference to the specified exhibit to the
Registration Statement on Form S-1, effective August 24, 1993 (Reg.
No. 33-65108).
(2) Incorporated by reference to the specified exhibit to the Annual
Report on Form 10-K for the fiscal year ended December 30, 1995.
(3) Incorporated by reference to the specified exhibit to the Annual
Report on Form 10-K for the fiscal year ended December 28, 1996.
(4) Incorporated by reference to the specified exhibit to the Quarterly
Report on Form 10-Q for the quarter ended September 28, 1996.
(5) Incorporated by reference to the specified exhibit to the Current
Report on Form 8-K, August 15, 1997.
(6) Indicates management contracts, compensation plans or arrangements
required to be filed as exhibits.
(b.) Reports on Form 8-K No reports on Form 8-K were filed by the Registrant
during the fiscal quarter ended December 27, 1997.
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
the registrant has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
GROW BIZ INTERNATIONAL, INC. AND SUBSIDIARY
By: /s/ RONALD G. OLSON Date: May 8, 1998
-------------------------------------
Ronald G. Olson
President and Chief Executive Officer
In accordance with 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.
SIGNATURE TITLE DATE
--------- ----- ----
* Chairman of the Board of May 8, 1998
- -------------------------- Directors
K. Jeffrey Dahlberg
President, Chief Executive
/s/ RONALD G. OLSON Officer and Director May 8, 1998
- -------------------------- (principal executive officer)
Ronald G. Olson
Vice President of Finance
/s/ DAVID J. OSDOBA, JR. and Chief Financial Officer May 8, 1998
- -------------------------- (principal financial and
David J. Osdoba, Jr. accounting officer)
* Vice President and General May 8, 1998
- -------------------------- Counsel
Gaylen L. Knack
* Director May 8, 1998
- --------------------------
Randel S. Carlock
Director May 8, 1998
- --------------------------
Dennis J. Doyle
Director May 8, 1998
- --------------------------
Robert C. Pohlad
Director May 8, 1998
- --------------------------
Bruce C. Sanborn
* /s/ DAVID J. OSDOBA, JR. Attorney in Fact May 8, 1998
- --------------------------
David J. Osdoba, Jr.
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