10-K/A 1 center10ka.txt CENTERPOINT CORPORATION 10-K/A1 (12-31-01) SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A AMENDMENT NO. 1 [X] Annual Report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2001 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: 000-22813 CENTERPOINT CORPORATION (Exact name of registrant as specified in its charter) Delaware 13-3853272 (State or other jurisdiction of (I.R.S. Employer Identification incorporation or organization) Number) 18 East 50th Street 10th Floor New York, New York 10022 (Address of principal executive offices) (Zip code) (212) 758- 6622 (Registrant's telephone number including area code) Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Class A Common Stock, $.01 par value Class A Warrants 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 [ ] No [X] 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 the Form 10-K or any amendment to the Form 10-K. [ ] As of May 29, 2002, the aggregate market value of the voting stock held by nonaffiliates of the registrant approximately was $1,652,000. As of May 29, 2002, there were 6,005,339 shares of the registrant's Class A common stock outstanding. 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 to be signed on its behalf by the undersigned, thereunto duly authorized. CENTERPOINT CORPORATION July 8, 2002 By: /s/ David Fuller --------------------------------- David Fuller Principal Accounting Officer INDEX TO EXHIBITS (Items 14(a)(3) and 14(c)) Exhibit No. Description ----------- ----------- 3.1 Amended and Restated Certificate of Incorporation of the Company, as amended (Incorporated herein by reference to the Registrant's Registration Statement on Form SB-2 (File No. 33-80647) declared effective August 22, 1997) 3.2 Amended and Restated Certificate of Incorporation of the Company (Incorporated herein by reference to Annex IV to the Registrant's Form S-4 dated February 4, 1999, as amended (File No. 333-65267)) 3.3 Alternative Form of Article Fourth of the Amended and Restated Certificate of Incorporation to Effectuate the Class B Recapitalization (Incorporated herein by reference to Annex VII to the Registrant's Form S-4 dated February 4, 1999, as amended (File No. 333-65267)) 3.4 Certificate of Designation of Series B Preferred Stock (Incorporated by reference to Exhibit 3.4 to the Registrant's Form 10-K for the year ended December 31, 1999) 3.5 Amended and Restated By-laws of the Company (Incorporated herein by reference to Exhibit 3.3 to the Registrant's Form S-4 dated February 4, 1999, as amended (File No. 333-65267)) 10.1 Employment Agreement dated March 4, 2000 by and between the Company and Mark S. Hauser (Incorporated by reference to Exhibit 10.1 to the Registrant's Form 10-K for the year ended December 31, 1999) 10.2 Consulting Agreement with Emanuel Arbib dated March ___, 1999 (Incorporated by reference to Exhibit 10.2 to the Registrant's Form 10-K for the year ended December 31, 1999) 10.3 Consulting Agreement with Howard E. Chase dated March ___, 1999 (Incorporated by reference to Exhibit 10.3 to the Registrant's Form 10-K for the year ended December 31, 1999) 10.4 Consulting Agreement with David J. Mitchell dated as of March 2, 1999 (Incorporated by reference to Exhibit 10.4 to the Registrant's Form 10-K for the year ended December 31, 1999) 10.5 Consulting Agreement with Como Consultants Limited dated as of March 2, 1999 (Incorporated by reference to Exhibit 10.5 to the Registrant's Form 10-K for the year ended December 31, 1999) 10.6 1998 Non-Qualified Stock Option Plan (Incorporated herein by reference to Annex V to the Registrant's Form S-4 dated February 4, 1999, as amended (File No. 333-65267)) * 10.7 1998 Plan for Outside Directors (Incorporated herein by reference to Annex IV to the Registrant's Form S-4 dated February 4, 1999, as amended (File No. 333-65267)) * 10.8 Form of Class A Common Stock Warrant (Incorporated herein by reference to Exhibit 4.5 to the Registrant's Form S-4 dated February 4, 1999, as amended (File No. 333-65267)) 10.9 Form of Nominal Warrant (Incorporated herein by reference to Annex III to the Registrant's Form S-4 dated February 4, 1999, as amended (File No. 333-65267)) 10.10 Agreement and Plan of Merger dated August 18, 1998 by and between Moto Guzzi Corp. and North Atlantic Acquisition Corporation (Incorporated herein by reference to Annex I to the Registrant's Form S-4 dated February 4, 1999, as amended (File No. 333-65267)) 10.11 First Amendment dated December 3, 1998 to Agreement and Plan of Merger dated August 18, 1998 by and between Moto Guzzi Corp. and North Atlantic Acquisition Corporation (Incorporated herein by reference to Annex I to the Registrant's Form S-4 dated February 4, 1999, as amended (File No. 333-65267)) 10.12 Preliminary Share Sale and Purchase Agreement dated as of April 14, 2000 by and between the Company and Aprilia S.p.A. (Incorporated herein by reference to Exhibit 10.1 to the Registrant's Form 8-K dated April 14, 2000) 10.13 Agreement dated March 15, 2002 between Bion Environmental Technologies, Inc. and Centerpoint Corporation (Previously filed) 10.14 Promissory Note of Centerpoint Corporation dated March 15, 2002 issued to Bion Environmental Technologies, Inc. (Previously filed) 10.15 Warrant to Purchase 1,000,000 shares of Centerpoint Corporation issued to Bion Environmental Technologies, Inc. (Previously filed) 10.16 Subscription Agreement dated January 10, 2002 between Bion Environmental Technologies, Inc. and Centerpoint Corporation (Incorporated by reference to Exhibit 10.1 to the Registrant's Form 8-K dated January 15, 2002) 10.17 Stock Purchase Agreement dated January 10, 2002 between OAM, S.p.A. and Bion Environmental Technologies, Inc. (Incorporated by reference to Exhibit 10.2 to the Registrant's Form 8-K dated January 15, 2002) 99.1 Letter concerning Arthur Andersen SpA --------------- * Represents a management contract or compensatory plan, contract or arrangement in which a director or named executive officer of the Company participated.