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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM 10-K/A
(Amendment No.1 to Form 10-K)
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the fiscal year ended December 31, 1996
OR
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
0-23494
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(Commission File No.)
BRIGHTPOINT, INC.
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(Exact name of registrant as specified in its charter)
Delaware 35-1778566
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(State or other juris- (I.R.S. Employer
diction of incorporation) Identification No.)
6402 CORPORATE DRIVE, INDIANAPOLIS, INDIANA 46278
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(Address of principal executive offices including zip code)
Registrant's telephone number, including area code: (317) 297-6100
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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
PREFERRED SHARE PURCHASE RIGHTS
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 registrant's Common Stock held by
non-affiliates as of March 12, 1997 was approximately $250,551,173. As of
March 12, 1997 there were 22,028,431 shares of the registrant's Common Stock
outstanding.
Documents Incorporated by Reference:
ANNUAL REPORT TO STOCKHOLDERS FOR FISCAL YEAR ENDED DECEMBER 31, 1996
(incorporated into Part II)
PROXY STATEMENT FOR 1996 ANNUAL MEETING OF STOCKHOLDERS
(incorporated into Part III)
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PART IV
ITEM 14.EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a)(1) The Financial Statements listed below are incorporated by reference
from pages 14 through 23 of the Company's 1996 Annual Report to Stockholders:
Report of Independent Auditors
Consolidated Statements of Income for the Years Ended December 31,
1994, 1995 and 1996
Consolidated Balance Sheets as of December 31, 1995 and 1996
Consolidated Statements of Stockholders' Equity for the Years
Ended December 31, 1994, 1995 and 1996
Consolidated Statements of Cash Flows for the Years Ended
December 31, 1994, 1995 and 1996
Notes to Consolidated Financial Statements
(a)(2) The following financial schedule for the year ended December 31,
1996 is submitted herewith:
Schedule II - Valuation and Qualifying Accounts
All other schedules are omitted because they are not applicable
or the required information is shown in the financial statements or
notes thereto.
(a)(3) Exhibits
Exhibit
Number Description
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3.1 Certificate of Incorporation of the Company (7)
3.2 Amendment to Certificate of Incorporation of the Company (7)
3.3 Revised By-Laws of the Company (7)
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3.4 Certificate of Merger of Brightpoint, Inc. into Wholesale Cellular
USA, Inc., effective September 15, 1995. (2)
4.1 Form of Common Stock Certificate (1)
10.1 1994 Stock Option Plan (1)
10.2 1996 Stock Option Plan (7)
10.3 Non-Employee Directors Stock Option Plan (1)
10.4 Form of Employment Agreement between the Company and Robert J.
Laikin, J. Mark Howell and T. Scott Housefield (7)
10.5 Form of Employment Agreement between the Company and its Executive
Vice Presidents (7)
10.6 Lease Agreement between the Company and WRC Properties, Inc., as
amended and Unconditional Guaranty of Lease by Century Cellular
Network, Inc. (1)
10.7 Lease Agreement between the Company and Park 100 Properties, Inc.
(2)
10.8 Lease Agreement between the Company and Industrial Affiliates, Ltd.
(2)
10.9 Credit Agreement and First and Second Amendments to Credit
Agreement among the Company and Bank One, Indianapolis, N.A., The
First National Bank of Chicago and Bank One, Indianapolis, N.A. as
Agent, dated June 13, 1995, September 15, 1995 and January 19, 1996,
respectively (3)
10.10 Third, Fourth, Fifth and Sixth Amendments to Credit Agreement
among the Company and Bank One, Indianapolis, N.A., The First
National Bank of Chicago and Bank One, Indianapolis, N.A., as Agent,
dated June 7, 1996, June 28, 1996, October 11, 1996 and January 29,
1997, respectively (7)
10.11 Lease Agreement between the Company and Airport Key Corporation,
dated November 30, 1995 (3)
10.12 Lease Agreement between the Company and Corporate Drive
Associates, LLC, dated June 6, 1995 (3)
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10.13 Amendment to Lease Agreement between the Company and Corporate
Drive Associates, LLC, dated October 3, 1995 (3)
10.14 Agreement and Plan of Merger, as amended on April 29, 1996, by
and among the Company, Brightpoint Acquisition, Inc., a wholly-owned
subsidiary of the Company, Allied Communications, Inc., Allied
Communications of Florida, Inc., Allied Communications of Georgia,
Inc., Allied Communications of Illinois, Inc., Allied Communications
of Puerto Rico, Inc., Robert Picow and Joseph Forer. (4)
10.15 Stock Purchase Agreement, dated as of October 1, 1996, among
the Company, Brightpoint International Ltd., Technology Resources
International Ltd., Safkong Holdings Limited, Marriott Investment &
Trade Inc., John MacLean-Arnott and Dana Marlin. (5)
10.16 Rights Agreement, dated as of February 20, 1997, between the
Company and Continental Stock Transfer Trust Company, as Rights
Agent. (6)
11.1 Statement re: computation of per share earnings (7)
13.1 1996 Annual Report to Stockholders. With the exception of the
information incorporated by reference in Items 5, 6, 7 and 8, the
1996 Annual Report to Stockholders is not deemed filed as part of
this report. (7)
21.1 Subsidiaries (7)
23.1 Consent of Ernst & Young LLP (8)
23.2 Report of Coopers & Lybrand LLP (7)
23.3 Consent of Coopers & Lybrand LLP (8)
27.1 Financial Data Schedule (7)
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(1) Incorporated by reference to Registration Statement (33-75148) effective
April 7, 1994.
(2) Incorporated by reference to Annual Report on Form 10-K for the fiscal
year ended December 31, 1994.
(3) Incorporated by reference to Annual Report on Form 10-K for the fiscal
year ended December 31, 1995.
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(4) Incorporated by reference to Current Report on Form 8-K, dated June 12,
1996.
(5) Incorporated by reference to Current Report on Form 8-K, dated December
3, 1996.
(6) Incorporated by reference to Current Report on Form 8-K, dated March 28,
1997.
(7) Previously filed with Form 10-K for the year ended December 31, 1996.
(8) Filed herewith.
(b) Reports on Form 8-K:
On December 3, 1996, the Company filed a Form 8-K with the Securities
and Exchange Commission reporting an acquisition under Item 2.
On March 28, 1997, the Company filed a Form 8-K with the Securities and
Exchange Commission reporting an other event (the adoption of its
Shareholder Rights Plan) under Item 5.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this Amendment No. 1 to this report
to be signed on its behalf by the undersigned, thereunto duly authorized.
BRIGHTPOINT, INC.
Dated: June 10, 1997 By: /s/ Steven E. Fivel
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Steven E. Fivel
Executive Vice President,
General Counsel and
Secretary
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INDEX TO EXHIBITS
Exhibit
Number Description
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3.1 Certificate of Incorporation of the Company (7)
3.2 Amendment to Certificate of Incorporation of the Company (7)
3.3 Revised By-Laws of the Company (7)
3.4 Certificate of Merger of Brightpoint, Inc. into Wholesale Cellular
USA, Inc., effective September 15, 1995. (2)
4.1 Form of Common Stock Certificate (1)
10.1 1994 Stock Option Plan (1)
10.2 1996 Stock Option Plan (7)
10.3 Non-Employee Directors Stock Option Plan (1)
10.4 Form of Employment Agreement between the Company and Robert J.
Laikin, J. Mark Howell and T. Scott Housefield (7)
10.5 Form of Employment Agreement between the Company and its Executive
Vice Presidents (7)
10.6 Lease Agreement between the Company and WRC Properties, Inc.,
as amended and Unconditional Guaranty of Lease by Century Cellular
Network, Inc. (1)
10.7 Lease Agreement between the Company and Park 100 Properties,
Inc. (2)
10.8 Lease Agreement between the Company and Industrial Affiliates,
Ltd. (2)
10.9 Credit Agreement and First and Second Amendments to Credit
Agreement among the Company and Bank One, Indianapolis, N.A., The
First National Bank of Chicago and Bank One, Indianapolis, N.A. as
Agent, dated June 13, 1995, September 15, 1995 and January 19, 1996,
respectively (3)
10.10 Third, Fourth, Fifth and Sixth Amendments to Credit Agreement
among the Company and Bank One, Indianapolis, N.A., The First
National Bank of Chicago and Bank One, Indianapolis, N.A., as Agent,
dated June 7, 1996, June 28, 1996, October 11, 1996 and January 29,
1997, respectively (7)
10.11 Lease Agreement between the Company and Airport Key
Corporation, dated November 30, 1995 (3)
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10.12 Lease Agreement between the Company and Corporate Drive Associates, LLC,
dated June 6, 1995 (3)
10.13 Amendment to Lease Agreement between the Company and Corporate Drive
Associates, LLC, dated October 3, 1995 (3)
10.14 Agreement and Plan of Merger, as amended on April 29, 1996, by and
among the Company, Brightpoint Acquisition, Inc., a wholly-owned
subsidiary of the Company, Allied Communications, Inc., Allied
Communications of Florida, Inc., Allied Communications of Georgia, Inc.,
Allied Communications of Illinois, Inc., Allied Communications of Puerto
Rico, Inc., Robert Picow and Joseph Forer. (4)
10.15 Stock Purchase Agreement, dated as of October 1, 1996, among the
Company, Brightpoint International Ltd., Technology Resources
International Ltd., Safkong Holdings Limited, Marriott Investment &
Trade Inc., John MacLean-Arnott and Dana Marlin. (5)
10.16 Rights Agreement, dated as of February 20, 1997, between the Company
and Continental Stock Transfer Trust Company, as Rights Agent. (6)
11.1 Statement re: computation of per share earnings (7)
13.1 1996 Annual Report to Stockholders. With the exception of the
information incorporated by reference in Items 5, 6, 7 and 8, the 1996
Annual Report to Stockholders is not deemed filed as part of this
report. (7)
21.1 Subsidiaries (7)
23.1 Consent of Ernst & Young LLP (8)
23.2 Report of Coopers & Lybrand LLP (7)
23.3 Consent of Coopers & Lybrand LLP (8)
27.1 Financial Data Schedule (7)
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(1) Incorporated by reference to Registration Statement (33-75148) effective
April 7, 1994.
(2) Incorporated by reference to Annual Report on Form 10-K for the fiscal
year ended December 31, 1994.
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(3) Incorporated by reference to Annual Report on Form 10-K for the fiscal
year ended December 31, 1995.
(4) Incorporated by reference to Current Report on Form 8-K, dated June 12,
1996.
(5) Incorporated by reference to Current Report on Form 8-K, dated
December 3, 1996.
(6) Incorporated by reference to Current Report on Form 8-K, dated March 28,
1997.
(7) Previously filed with Form 10-K for the year ended December 31, 1996.
(8) Filed herewith.
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CONSENT OF ERNST & YOUNG LLP
We consent to the incorporation by reference in this Annual Report (Form 10-K)
of Brightpoint, Inc. of our report dated January 28, 1997, included in the 1996
Annual Report to Shareholders of Brightpoint, Inc.
Our audit also included the financial statement schedule of Brightpoint, Inc.
listed in Item 14(a). This schedule is the responsibility of the Company's
management. Our responsibility is to express an opinion based on our audits.
In our opinion, based on our audits and the report of other auditors, the
financial statement schedule referred to above, when considered in relation to
the basic financial statements taken as a whole, presents fairly in all
material respects the information set forth therein.
We also consent to the incorporation by reference in the Registration
Statements (Form S-8 Nos. 33-90986 & 333-3535) pertaining to the Brightpoint,
Inc. 1994 Stock Option Plan and Nonemployee Director Stock Option Plan, in the
Registration Statement (Form S-8 No. 333-2242) pertaining to the Brightpoint,
Inc. 401(k) Plan, in the Registration Statement (Form S-3 No. 33-91112)
pertaining to certain options and warrants of Brightpoint, Inc., in the
Registration Statement (Form S-3 No. 333-3569) pertaining to certain warrants
of Brightpoint, Inc. and in the Registration Statement (Form S-3 No. 333-15663)
pertaining to certain common stock of Brightpoint, Inc. of our report dated
January 28, 1997, with respect to the consolidated financial statements
incorporated herein by reference, and our report included in the preceding
paragraph with respect to the financial statement schedule included in this
Annual Report (Form 10-K) of Brightpoint, Inc.
/s/ ERNST & YOUNG LLP
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ERNST & YOUNG LLP
Indianapolis, Indiana
March 24, 1997
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CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration
Statements on Form S-8 (File Nos. 33-90986 and 333-3535), as amended, relating
to Brightpoint, Inc.'s 1994 Stock Option Plan and Non-Employee Director Stock
Option Plan, the Registration Statement on Form S-8 (File No. 333-2242)
relating to Brightpoint, Inc.'s 401(k) Plan, the Registration Statement on Form
S-3 (File No. 33-91112) relating to common stock issuable upon exercise of
certain options and warrants of Brightpoint, Inc., the Registration Statement
on Form S-3 (File No. 333-3569) relating to common stock issuable upon exercise
of certain warrants of Brightpoint, Inc. and the Registration Statement on Form
S-3 (File No. 333-15663) pertaining to certain shares of common stock of
Brightpoint, Inc. issued in connection with the acquisition of Allied
Communications, Inc. and Affiliates of our report on Allied Communications,
Inc. and Affiliates dated February 23, 1996 on our audits of the financial
statements of Allied Communications, Inc. and Affiliates, which report is
included in this Annual Report on Form 10-K/A.
/s/ Coopers & Lybrand LLP
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Coopers & Lybrand LLP
Philadelphia, Pennsylvania
March 25, 1997
