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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-KSB/A
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) [No Fee Required]
OF THE SECURITIES EXCHANGE ACT OF 1934 ---------------
For the fiscal year ended March 28, 1998
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) [No Fee Required]
OF THE SECURITIES EXCHANGE ACT OF 1934 ---------------
For the transition period from ___________________ to ________________________
Commission file number 0-25528
ENVIROQ CORPORATION
(Name of small business issuer in its charter)
Delaware 59-3290346
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3918 Montclair Road, Suite 206
Birmingham, Alabama 35213
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (205) 870-0588
Securities registered under Section 12(b) of the Exchange Act:
Title of each class Name of each exchange on which registered
None None
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Securities registered under Section 12(g) of the Exchange Act:
Common Stock
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(Title of class)
Check whether the issuer: (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
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Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form, and no disclosure
will 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-KSB or any amendment to this Form 10-KSB. [X]
As of June 4, 1998, the aggregate market value of the voting stock of
the Registrant held by non-affiliates was approximately $1,379,414, based on
$3.25 per share being an average of the bid and asked prices listed on the OTC
Bulletin Board system.
State issuer's revenues for its most recent fiscal year: $1,304,357
As of June 4, 1998, the Registrant had issued 1,009,377 shares of
Common Stock, par value $0.01.
Transitional Small Business Disclosure Format YES NO X
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ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The table set forth below presents certain information regarding the
beneficial ownership as of June 4, 1998 by (i) each shareholder known to the
Company to own more than five percent of any class of the Company's outstanding
securities entitled to vote; (ii) directors of the Company; and (iii) all
executive officers and directors of the Company as a group.
<TABLE>
<CAPTION>
AMOUNT AND NATURE PERCENT OF CLASS
NAME AND ADDRESS OF OF SECURITIES (EXCLUDING
BENEFICIAL OWNER BENEFICIAL OWNER(1) TREASURY SHARES)(2)
- ------------------- ------------------- -------------------
<S> <C> <C>
Insituform of North America, Inc. 73,800 shares 7.3%
3315 Democrat Road of common stock
Memphis, Tennessee 38118
Marinelli Securities Associates (3) 294,900 shares 29.2%
2100 North Dixie Highway of common stock
Fort Lauderdale, Florida 33305
Charles A. Long, Jr. (4) 5,686 shares 0.6%
P. O. Box 12887 of common stock
Birmingham, Alabama 35202
William J. Long (4)(5) 263,389 shares 26.1%
3918 Montclair Road, Suite 206 of common stock
Birmingham, Alabama 35213
Antonio M. Marinelli (3)(6) 299,559 shares 29.7%
of common stock
Michael X. Marinelli (3)(7) 295,420 shares 29.3%
of common stock
Thomas W. Brander No shares 0.0%
3763 West Jackson Blvd of common stock
Birmingham, Alabama 35213
Alexander P. Zechella 4,221 shares 0.4%
1000 Vicar's Landing Way, #F-109 of common stock
Ponte Vedra Beach, Florida 32082
All officers and directors 571,001 shares 56.6%
as a group (6 persons) of common stock
</TABLE>
(1) Included in such beneficial ownership are shares of common stock
issuable upon the exercise of certain options exercisable immediately
or within 60 days of June 4, 1998, as follows: None.
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(2) The percentages represent the total of the shares listed in the
adjacent column divided by the issued and outstanding shares of common
stock as of June 4, 1998, plus any options exercisable immediately or
within 60 days.
(3) Marinelli Securities Associates ("MSA") is a Florida general
partnership and is the record owner of 294, 900 shares. The partners of
MSA are Micam Industries, Inc. ("Micam") (41.16%), Estate of Orlando M.
Marinelli (7.65%), Marion Marinelli (7.65%), Antonio M. Marinelli
(7.65%), Phyllis Marinelli (7.65%), Michelle Marinelli (7.06%), Kim
Vreeland (7.06%), Michael X. Marinelli (7.06%), and Michael J.
Marinelli (7.06%). Antonio M. Marinelli, a director of the Company, is
a partner in MSA. Accordingly, the shares owned by MSA may be deemed to
be beneficially owned by each of them. The address of each of the
above-named partners is the same as the address of MSA.
(4) Charles A. Long, Jr. is the record owner of 3,312 shares. Also includes
2,374 shares owned of record by Long Enterprises, Inc. Both Charles A.
Long, Jr., and William J. Long are directors, executive officers, and
controlling shareholders of Long Enterprises, Inc.
(5) William J. Long is the record owner of 257,975 shares. Also includes an
aggregate of 3,040 shares owned of record by William J. Long's wife and
children, and 2,374 shares owned by Long Enterprises, Inc., of which
William J. Long is a director, executive officer, and controlling
shareholder. Mr. Long has pledged 257,706 shares to First Commercial
Bank as security for a loan.
(6) Antonio M. Marinelli is the record owner of 4,659 shares.
(7) Michael X. Marinelli is the record owner of 120 shares. Also includes
400 shares owned of record by Michael X. Marinelli's sons.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Directors Charles A. Long, Jr., and William J. Long, and other members
of the Long family may be deemed to be in control of Assurance Agency, Inc., an
Alabama corporation and an insurance broker ("Assurance"), Long Technologies,
Inc., a research and development company, Integrid, Inc., a consulting company,
Sullivan, Long & Hagerty, and Long Enterprises, Inc.
The Company has had a number of transactions, which are described
below, with the businesses named above. The Company believes that the
transactions were or are on terms that are no less favorable to the Company than
those which could reasonably have been obtained from an unaffiliated party.
In April, 1996, Assurance sold its book of business and certain other
assets to LMJ Corporation. Among other of the terms relating to this sale was
the right of Assurance to receive a percentage of future commissions arising out
of the book of business sold to LMJ by Assurance. With respect to insurance
purchased by the Company from LMJ, LMJ pays 22% of the commissions from such
business to Assurance. During fiscal year 1998, a portion of the Company's
insurance (primarily relating to Director's and Officer's insurance) was
provided through LMJ Corporation for a total of approximately $29,000. For
fiscal years 1996 and 1997, the Company paid Assurance approximately $58,000 and
$66,000, respectively. In April, 1997, much of the Company's insurance was
purchased from an unaffiliated third party, although LMJ retained the portion of
insurance relating to workers'
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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 amended report to be
signed on its behalf by the undersigned, thereunto duly authorized.
ENVIROQ CORPORATION
Date: August 4, 1998 By: /s/ William J. Long
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William J. Long, President
and Chief Executive Officer
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