U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB/A
(Mark One)
|X| Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
of 1934
For the quarterly period ended October 31, 1996
|_| Transition report under Section 13 or 15(d) of the Exchange Act
For the transition period from _________ to _________
Commission file number 0-26238
The Source Company
(Exact Name of Small Business Issuer as Specified in Its Charter)
Missouri 43-1710906
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
11644 Lilburn Park Road
St. Louis, Missouri 63146
(Address of Principal Executive Offices)
(314) 995-9040
(Issuer's Telephone Number, Including Area Code)
Not Applicable
(Former Name, Former Address and Former Fiscal Year, if Changed
Since Last Report)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: 7,041,478 (as of November
27, 1996)
Traditional Small Business Disclosure Format (check one):
Yes No X
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THE SOURCE COMPANY
QUARTERLY REPORT TO THE SECURITIES AND EXCHANGE COMMISSION
FOR THE QUARTER ENDED
October 31, 1996
PART II - OTHER INFORMATION
ITEM 4. Submission of Matters to a Vote of Security Holders
SIGNATURE PAGE
<PAGE>
PART II
OTHER INFORMATION
ITEM 4. Submission of Matters to a Vote of Security Holders
(a) The Annual Meeting of the Stockholders of the Company was held
on September 26, 1996. Of the 6,623,103 shares entitled to
vote at such meeting, 3,571,370 shares were present at the
meeting in person or by proxy.
(b) The individuals listed below were elected as Directors of the
Company, and, with respect to each Director, the number of
shares voted for and withheld were as follows:
Number of Shares Voted
Names of Nominees For Withheld
----------------- --- --------
Aron Katzman 3,570,870 500
Randall Minix 3,570,870 500
The individuals listed below will continue in office as
Directors of the Company after the meeting until their term of
office expires.
Names of Directors Term Expiration Date
------------------ --------------------
Timothy A. Braswell 1997
Harry L. "Terry" Franc 1997
S. Leslie Flegel 1998
William H. Lee 1998
(c) The Source Company's 1995 Incentive Stock Option Plan (the
"1995 Plan") was adopted. The 1995 Plan is designed to provide
additional incentives for officers and other key employees of
the Company to promote the success of the business and to
enhance the Company's ability to attract and retain the
services of qualified persons. The number of shares voted for,
against and withheld were as follows:
For Against Withheld
--- ------- --------
3,570,670 500 0
There were no broker non-votes regarding the election of officers or
the adoption of the 1995 Plan.
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
THE SOURCE COMPANY
Date April 18, 1997 By: /s/ W. Brian Rodgers
--------------------
W. Brian Rodgers
Chief Financial Officer
