UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1 TO FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 1998
Commission File Number 0-22982
NAVARRE CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MINNESOTA 41-1704319
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7400 49TH AVENUE NORTH, NEW HOPE, MN 55428
(Address of principal executive offices)
Registrant's telephone number, including area code: (612) 535-8333
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
Indicate by checkmark whether the registrant (1) has filled 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 checkmark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is no 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.
Yes ( x ) No ( )
As of June 19, 1998, the aggregate value of the Company's Common Stock held by
non-affiliates of the Company was $29,801,544 based on the closing market price
on that date.
As of June 19, 1998, the Company had outstanding 7,012,128 shares of Common
Stock, no par value and had outstanding 1,523,810 shares of Class A Convertible
Preferred Stock, each of which is convertible and has voting rights equal to
five shares of common stock.
DOCUMENTS INCORPORATED BY REFERENCE
The Company's Proxy Statement for its 1998 Annual Meeting of Shareholders, a
copy of which will be filed within 120 days of March 31, 1998, is incorporated
by reference into Part III of this Form 10-K.
<PAGE>
Item 13. The first paragraph of "Certain Transactions" is amended to read as
follows:
CERTAIN TRANSACTIONS
In connection with a number of the Company's transactions, the
Company's President, Eric H. Paulson, and its Executive Vice President,
Charles E. Cheney, have been required to guarantee obligations of the
Company. In certain cases, these officers have received additional
compensation from the Company in consideration of their guarantees. In
connection with the Company's negotiating a $3.0 million overline in
September 1997 with respect to the Company"s $45 million credit
facility with Congress Financial Corporation, Mr. Paulson and Mr.
Cheney were required to personally guarantee the overline. As
consideration for this guarantee, the Company agreed to pay to both Mr.
Paulson and Mr. Cheney an amount equal to five percent of the total
amount guaranteed, with payments to be made over a twelve month period.
In the event that officers of the Company are required to guarantee
bank obligations of the Company in the future, the Company anticipates
paying them additional compensation for these guarantees. See
"Executive Compensation."
<PAGE>
SIGNATURES
Pursuant to the requirements of the Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Amendment to Form 10-K
to be signed on its behalf by the undersigned, thereunto duly authorized.
NAVARRE CORPORATION
(Registrant)
July 9, 1999 By /s/ Charles E. Cheney
----------------------
Charles E. Cheney
Director, Treasurer and Secretary,
Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of 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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Eric H. Paulson* Chairman of the Board, President July 9, 1999
- ------------------------------------------- and Chief Executive Officer
Eric H. Paulson
/s/ Charles E. Cheney Director, Treasurer and Secretary, July 9, 1999
- ------------------------------------------ Executive Vice President and
Charles E. Cheney Chief Financial Officer
/s/ Dickinson G. Wiltz* Director July 9, 1999
- ------------------------------------------
Dickinson G. Wiltz
/s/ James G. Sippl* Director July 9, 1999
- -------------------------------------------
James G. Sippl
/s/ Michael L. Snow* Director July 9, 1999
- -------------------------------------------
Michael L. Snow
/s/ Alfred Teo* Director July 9, 1999
- -------------------------------------------
Alfred Teo
</TABLE>
* By Charles E. Cheney *
-------------------
Charles E. Cheney as Attorney-in-Fact
