10-K/A 1 p10ka2nd.txt 10KA FOR 2001 2ND AMENDEMENT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 2 to Form 10-K) Annual Report pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the fiscal year ended Commission file number November 3, 2001 1-5745 ---------------- ------ FOODARAMA SUPERMARKETS, INC. ---------------------------- (Exact name of Registrant as specified in its charter) New Jersey 21-0717108 ---------- ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) Building 6, Suite 1, 922 Hwy. 33, Freehold, New Jersey 07728 ------------------------------------------------------------ (Address of principal executive offices) Registrant's telephone number, including area code:(732)462-4700 ------------- Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on Title of each class which registered ------------------- --------------------- Common Stock American Stock Exchange Par Value $1.00 per share Securities registered pursuant to Section 12(g) of the Act: NONE (Title of Class) 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 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 1 statements incorporated by reference in Part III of this Form 10-K/A or any amendment to this Form 10-K/A. [X] The aggregate market value of voting stock held by non-affiliates of the Registrant was approximately $14,665,000. Computation is based on the closing sales price of $35.25 per share of such stock on the American Stock Exchange on February 15, 2002. As of February 15, 2002, the number of shares outstanding of Registrant's Common Stock was 1,074,127. DOCUMENTS INCORPORATED BY REFERENCE None EXPLANATORY NOTES This Amendment No. 2 on Form 10-K/A is filed by Foodarama Supermarkets, Inc. as an amendment to its annual report on Form 10-K/A for the fiscal year ended November 3, 2001 for the sole purpose of adding Exhibit 23.01, below. Exhibit 23.01 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the Registration Statement on Form S-8 of Foodarama Supermarkets, Inc. (No. 333-65328) for the registration of 150,000 shares of its common stock, our report dated January 18, 2002 on our audits of the consolidated financial statements and schedules of Foodarama Supermarkets, Inc. as of November 3, 2001 and October 28, 2000, and for each of the three years in the period ended November 3, 2001, which report is included in Foodarama's Annual Report on Form 10-K/A for the year ended November 3, 2001, filed with the Securities and Exchange Commission. We also consent to the reference to our firm under the heading "Experts" in the prospectus included in the above-referenced Registration Statement. /s/ AMPER, POLITZINER & MATTIA, P.A. Edison, New Jersey Dated as of March 15, 2002 2 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. FOODARAMA SUPERMARKETS, INC. (Registrant) /S/ Michael Shapiro ------------------- Michael Shapiro Senior Vice President, Chief Financial Officer /S/ Thomas H. Flynn ------------------------ Thomas H. Flynn Principal Accounting Officer Date: March 15, 2002 Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Name Title Date /S/ Joseph J. Saker ---------------------------------------------------- Joseph J. Saker Chairman of the Board March 13, 2002 of Directors, Chief Executive Officer /S/ Richard Saker ---------------------------------------------------- Richard Saker President, Secretary March 13, 2002 and Director, Chief Operating Officer /S/ Charles T. Parton ---------------------------------------------------- Charles T. Parton Director March 13, 2002 /S/ Albert A. Zager ---------------------------------------------------- Albert A. Zager Director March 13, 2002 /S/ Robert H. Hutchins ---------------------------------------------------- Robert H. Hutchins Director March 13, 2002