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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
(MARK ONE)
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/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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COMMISSION FILE NUMBER 0-24234
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FOR THE FISCAL YEAR ENDED JUNE 30, 2000
FOILMARK, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 11-3101034
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation)
5 MALCOLM HOYT DRIVE, NEWBURYPORT, MASSACHUSETTS 01950
(Address of principal executive officers)
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Registrant's telephone number, including area code: (978) 462-7300
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK $.01 PAR VALUE
Title of Class
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 and (2) has been subject to such filing for
the past 90 days. /X/ Yes / / No
/X/ Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulations S-K is not contained herein, and will not be contained,
to the best of the 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 outstanding voting stock held by
non-affiliates of the registrant as of September 14, 2000 was $39,698,398.
The number of shares outstanding of the registrant's common stock at
September 14, 2000--8,040,182
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Exhibit Index Number of
Located on Pages Comprising
Page 30 This Report--57
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EXHIBIT INDEX
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2.1 Agreement and Plan of Merger dated November 17, 1998 is
incorporated herein by reference to the Company's Current
Report on Form 8-K filed with the Commission on November 25,
1988.
3.1 Restated Certificate of Incorporation of the Company dated
October 14, 1993 is incorporated herein by reference to the
Company's Registration Statement on Form S-1 filed with the
Commission on October 25, 1993.
3.2 Restated Bylaws of the Company are incorporated herein by
reference to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1997 and filed with the
Commission on March 27, 1998.
3.3 Specimen Stock Certificate of the Company is incorporated
herein by reference to the Company's Current Report on Form
8-K filed with the Commission on May 24, 1994.
3.4 Restated Certificate of Incorporation of the Company is
incorporated herein by reference to the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1995 and
filed with the Commission.
3.5 Restated Bylaws of the Company dated May 5, 1995 are
incorporated herein by reference to the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1996 and
filed with the Commission.
3.6 Second Amended and Restated Certificate of Incorporation
dated November 20, 1998 is incorporated herein by reference
to the registration statement on Form S-4 filed with the
Commission on March 22, 1999.
3.7 Bylaws of Foilmark, Inc., amended as of April 23, 1999 are
incorporated herein by reference to the Company's current
report on Form 8-K filed with the Commission on May 5, 1999.
10.1 Form of Promissory Note and Schedule of Notes is
incorporated herein by reference to Amendment No. 2 to the
Company's Registration Statement on Form S-1 filed with the
Commission on May 9, 1994.
10.2 Form of Shareholder Note and Schedule of Notes is
incorporated herein by reference to Amendment No. 2 to the
Company's Registration Statement on Form S-1 filed with the
Commission on May 9, 1994.
10.3 Industrial Revenue Bond Loan Agreement dated June 28, 1995
is incorporated herein by reference to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30,
1995 and filed with the Commission.
10.4 1995 Employee Stock Purchase Plan is incorporated herein by
reference to the Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1995 and filed with the
Commission.
10.5 1995 Employee Stock Option Plan is incorporated herein by
reference to the Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1995 and filed with the
Commission.
10.6 Asset Purchase Agreement between Imtran Industries, Inc. et
al., and the Company dated August 3, 1995 is incorporated
herein by reference to the Company's Current Report on Form
8-K filed with the Commission on September 1, 1995.
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10.7 Amended and Restated Employee Stock Purchase Plan dated
January 31, 1996 is incorporated herein by reference to the
Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995 and filed with the Commission on
March 30, 1996.
10.8 Amended and Restated Employee Stock Option Plan dated
January 31, 1996 is incorporated herein by reference to the
Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995 and filed with the Commission on
March 30, 1996.
10.9 Waiver and Amendment to Loan Agreement between the Company
and Fleet Bank dated March 20, 1997 is incorporated herein
by reference to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1996 and filed with the
Commission on April 14, 1997.
10.10 Consulting Agreement between the Company and Edward D.
Sullivan dated January 1, 1999 is incorporated herein by
reference to the Company's Registration Statement on Form
S-4 filed with the Commission on March 22, 1999.
10.11 Lease Agreement between the Company and Edward G. Molin
dated April 21, 1997 is incorporated herein by reference to
the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1997 and filed with the Commission on August
12, 1997.
10.12 Lease Agreement between the Company and Parker Street Realty
Trust dated July 1, 1997 is incorporated herein by reference
to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1997 and filed with the Commission
August 12, 1997.
10.13 Lease Agreement between the Company and Faircourt Realty Co.
dated April 1, 1997 is incorporated herein by reference to
the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1997 and filed with the Commission on August
12, 1997.
10.14 1997 Non-Employee Directors' Stock Option Plan dated April
11, 1997 is incorporated herein by reference to the
Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1997 and filed with the Commission on August
12, 1997.
10.15 Shareholder Agreement between the Company and certain
shareholders of HoloPak Technologies, Inc., dated November
17, 1998 is incorporated herein by reference to the
Company's Current Report on Form 8-K filed with the
commission on November 25, 1998.
10.16 Shareholder Agreement between certain substantial
shareholders of the Company and HoloPak Technologies, Inc.,
dated November 17, 1998 is incorporated herein by reference
to the Company's Current Report on Form 8-K filed with the
Commission on November 25, 1998.
10.17 Non-Competition Agreement between the Company and
Leonard A. Mintz dated December 23, 1998 is incorporated
herein by reference to the Company's Registration Statement
on Form S-4 filed with the Commission on March 22, 1999.
10.18 Waiver to Loan Agreement between the Company and Fleet Bank
dated February 18, 1999 is incorporated herein by reference
to the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1998 and filed with the Commission
on March 29, 1999.
10.19 Employment Agreement dated March 26, 1998 between Douglas
Parker and the Company is incorporated herein by reference
to the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1999 and filed with the Commission
on May 14, 1999.
10.20 Lease Agreement between the Company and Anchor Associates
dated May 14, 1998, commencing March 1, 1999 is incorporated
herein by reference to the Company's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1999 and filed
with the Commission on May 14, 1999.
10.21 Voting Agreement between Foilmark and certain stockholders
of Foilmark dated April 23, 1999 on Form 8-K filed with the
Commission on May 5, 1999.
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10.22 Indemnification Agreement between Foilmark and Thomas A.
Schwarz dated April 23, 1999 is incorporated herein by
reference to the Company's current report on Form 8-K filed
with the Commission on May 5, 1999.
10.23 Indemnification Agreement between Foilmark and Frank J.
Olsen, Jr., dated April 23, 1999 is incorporated herein by
reference to the Company's current report on Form 8-K filed
with the Commission of May 5, 1999.
10.24 Indemnification Agreement between Foilmark and Philip Leibel
dated April 23, 1999 is incorporated herein by reference to
the Company's current report on Form 8-K filed with the
Commission on May 5, 1999.
10.25 Indemnification Agreement between Foilmark and Michael
Foster dated April 23, 1999 is incorporated herein by
reference to the Company's current report on Form 8-K filed
with the Commission on May 5, 1999.
10.26 Indemnification Agreement between Foilmark and Michael J.
Bertuch dated April 23, 1999 is incorporated herein by
reference to the Company's current report on Form 8-K filed
with the Commission on May 5, 1999.
10.27 Indemnification Agreement between Foilmark and Edward D.
Sullivan dated April 23, 1999 is incorporated herein by
reference to the Company's current report on Form 8-K filed
with the Commission on May 5, 1999.
10.28 Indemnification Agreement between Foilmark and Glenn Regan
dated April 23, 1999 is incorporated herein by reference to
the Company's current report on Form 8-K filed with the
Commission on May 5, 1999.
10.29 Indemnification Agreement between Foilmark and Douglas
Parker dated April 23, 1999 is incorporated herein by
reference to the Company's current report on Form 8-K filed
with the Commission on May 5, 1999.
10.30 Indemnification Agreement between Foilmark and Carol J.
Robie dated April 23, 1999 is incorporated herein by
reference to the Company's current report on Form 8-K filed
with the Commission on May 5, 1999.
10.31 Indemnification Agreement between Foilmark and Wilhelm P.
Kutsch dated April 23, 1999 is incorporated herein by
reference to the Company's current report on Form 8-K filed
with the Commission on May 5, 1999.
10.32 Indemnification Agreement between Foilmark and Brian Kelly
dated April 23, 1999 is incorporated herein by reference to
the Company's current report on Form 8-K filed with the
Commission on May 5, 1999.
10.33 Indemnification Agreement between Foilmark and Harvey S.
Share dated April 23, 1999 is incorporated herein by
reference to the Company's current report on Form 8-K filed
with the Commission on May 5, 1999.
10.34 Indemnification Agreement between Foilmark and James L.
Rooney dated April 23, 1999 is incorporated herein by
reference to the Company's current report on Form 8-K filed
with the Commission on May 5, 1999.
10.35 Indemnification Agreement between Foilmark and Joseph T.
Webb dated April 23, 1999 is incorporated herein by
reference to the Company's current report on Form 8-K filed
with the Commission on May 5, 1999.
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10.36 Indemnification Agreement between Foilmark and Arthur Karmel
dated April 23, 1999 is incorporated herein by reference to
the Company's current report on Form 8-K filed with the
Commission on May 5, 1999.
10.37 Indemnification Agreement between Foilmark and Robert J.
Simon dated April 23, 1999 is incorporated herein by
reference to the Company's current report on Form 8-K filed
with the Commission on May 5, 1999.
10.38 Indemnification Agreement between Foilmark and Michael S.
Mathews dated April 23, 1999 is incorporated herein by
reference to the Company's current report on Form 8-K filed
with the Commission on May 5, 1999.
10.39 Employment Agreement between Foilmark and Frank J. Olsen,
Jr., dated April 23, 1999 is incorporated herein by
reference to the Company's current report on Form 8-K filed
with the Commission on May 5, 1999.
10.40 Employment Agreement between Foilmark and Arthur Karmel
dated April 23, 1999 is incorporated herein by reference to
the Company's current report on Form 8-K filed with the
Commission on May 5, 1999.
10.41 Employment Agreement between Foilmark and Joseph T. Webb
dated April 23, 1999 is incorporated herein by reference to
the Company's current report on Form 8-K filed with the
Commission on May 5, 1999.
10.42 Employment Agreement between Foilmark and James L. Rooney
dated April 23, 1999 is incorporated herein by reference to
the Company's current report on Form 8-K filed with the
Commission on May 5, 1999.
10.43 Registration Rights Agreement among Foilmark, Bradford
Venture Partners, Overseas Private Investor Partners and
certain other stockholders of Foilmark dated April 23, 1999
is incorporated herein by reference to the Company's current
report on Form 8-K filed with the Commission on May 5, 1999.
10.44 Amended and Restated Credit Agreement dated August 6, 1999
between Fleet National Bank and the Company and exhibits
thereto is incorporated by reference to the Company's annual
report on Form 10-K filed with the Commission on September
28, 1999.
10.45 Employment Agreement dated July 1, 1999 between Carol J.
Robie and the Company is incorporated by reference to the
Company's annual report on Form 10-K filed with the
Commission on September 28, 1999.
10.46 Employment Agreement dated July 1, 1999 between Wilhelm P.
Kutsch and the Company is incorporated by reference to the
Company's annual report on Form 10-K filed with the
Commission on September 28, 1999.
10.47 Employment Agreement dated July 1, 1999 between Philip
Leibel and the Company is incorporated by reference to the
Company's annual report on Form 10-K filed with the
Commission on September 28, 1999.
10.48 First Amendment to the Foilmark, Inc. Amended and Restated
1995 Stock Incentive Compensation Plan dated August 19, 1999
is incorporated by reference to the Company's annual report
on Form 10-K filed with the Commission on September 28,
1999.
10.49 First Amendment to the Foilmark, Inc. Non-Employee
Directors' Stock Option Plan dated August 19, 1999 is
incorporated by reference to the Company's annual report on
Form 10-K filed with the Commission on September 28, 1999.
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10.50 Lease dated April 23, 1999 between Owen Wagener & Co. and
the Company is incorporated by reference to the Company's
annual report on Form 10-K filed with the Commission on
September 28, 1999.
10.51 Third Extension and Amendment to Lease dated April 30, 1999
between Highview Properties-One, LLC and Transfer Print
Foils are incorporated by reference to the Company's annual
report on Form 10-K filed with the Commission on September
28, 1999.
10.52 Bond Agreement among the New Jersey Economic Development
Authority, Foilmark, Inc., Chittendon Trust Company and
Fleet Capital Corporation dated as of June 1, 2000.
23 * Consent of KPMG LLP
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* Filed herewith
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