UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
AMENDMENT #1
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 27, 1997.
or
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________________ to ________________.
Commission File Number 000-24124
FRESH AMERICA CORP.
(Exact name of registrant as specified in its charter)
Texas 76-0281274
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
ONE LINCOLN CENTRE, 5400 LBJ FREEWAY, SUITE 1025, DALLAS, TX 75240
(Address of principal executive offices and Zip Code)
Registrant's telephone number, including area code: (972) 774-0575
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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 [ ]
At August 5, 1997, the Registrant had 3,740,890 shares of its Common Stock
outstanding.
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The form 10-Q of Fresh America Corp., for the quarterly period ended June
27, 1997, filed with the Securities and Exchange Commission is hereby amended by
inserting the following.
PART II
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The 1997 Annual Meeting of shareholders was held on June 19, 1997. At the
meeting, the shareholders reelected Class III directors, Thomas M. Hubbard and
Sheldon I. Stein, to serve three year terms until their successors are elected
and qualified. Their terms will expire at the 2000 annual meeting. The terms of
David I. Sheinfield and Colon Washburn will expire at the 1998 annual meeting;
and the term of Steven R. Grinstead will expire at the 1999 annual meeting.
In addition to the election of certain directors, the shareholders
approved the adoption of the Fresh America Corp. 1996 Stock Option and Award
Plan and ratified the selection of KPMG Peat Marwick LLP as Fresh America
Corp.'s independent auditors for fiscal 1997.
The results of the vote for the election of directors were as follows:
Thomas M. Hubbard, 3,222,503 for, 23,720 against; Sheldon I. Stein, 3,222,523
for, 23,700 against. In the vote on the adoption of the Fresh America Corp. 1996
Stock Option and Award Plan, 2,986,197 votes were cast for approval, 244,526
were cast against, and 15,500 were withheld. In the vote on ratification of
independent auditors, 3,242,423 votes were cast for ratification, 3,800 were
withheld.
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Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
FRESH AMERICA CORP.
(Registrant)
/s/ ROBERT C. KIEHNLE Date: OCTOBER 17, 1997
Robert C. Kiehnle
Executive Vice President and
Chief Financial Officer
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