-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, L518gjPkLuxaxM/G3B1p0Yk3Xnvgs8D1L8Lgd1e51FGvVAHu7ol/eaRJU+VjvxL7 yaeeF46a0RUZIW8JYAdVdQ== 0000912057-00-001397.txt : 20000202 0000912057-00-001397.hdr.sgml : 20000202 ACCESSION NUMBER: 0000912057-00-001397 CONFORMED SUBMISSION TYPE: 10KSB40/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990630 FILED AS OF DATE: 20000118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CALIFORNIA CULINARY ACADEMY INC CENTRAL INDEX KEY: 0000858915 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 943042862 STATE OF INCORPORATION: CA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10KSB40/A SEC ACT: SEC FILE NUMBER: 000-21932 FILM NUMBER: 508264 BUSINESS ADDRESS: STREET 1: 625 POLK ST CITY: SAN FRANCISCO STATE: CA ZIP: 94102 BUSINESS PHONE: 4157713536 MAIL ADDRESS: STREET 1: 625 POLK ST CITY: SAN FRANCISCO STATE: CA ZIP: 94102 10KSB40/A 1 10KSB40/A U.S SECURITIES AND EXCHANGE COMMISION WASHINGTON, D.C. 20549 FORM 10-KSB/A (Mark One) [X] Annual report under section 13 or 15(d) of the Securities and Exchange Act of 1934 For the fiscal year ended June 30, 1999 [ ] Transition report pursuant to section 13 or 15(d) of the Securities and Exchange Act of 1934 For the transition period from ___________ to COMMISSION FILE NUMBER: 0-21932 CALIFORNIA CULINARY ACADEMY, INC. (Name of small business issuer in its charter) CALIFORNIA 94-3042862 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 625 POLK STREET 94102 SAN FRANCISCO, CA (Address of principal executive offices) (Zip Code) Issuer's Telephone Number: (415) 292-8280 Securities registered under Section 12(b) of the Act: None Securities registered under Section 12(g) of the Act: Common Stock, no par value (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. [ ]. Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of the registrant's knowledge, in definitive proxy information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [X] Revenues for the most recent fiscal year were: $17,974,000. The aggregate market value of the voting stock held by non-affiliates computed by reference to the closing sale price on September 10, 1999 was $13,261,331. The number of shares outstanding of the issuer's Common Stock as of September 10, 1999, was 3,815,431. Documents incorporated by reference: None Transitional Small Business Disclosure Format. Yes [ ] No [x]. -1- PART III Item 13 of the Registrant's Annual Report on Form 10-KSB for the fiscal year ended June 30, 1999 is amended and restated in its entirety as follows: ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K. (a) Exhibits:
SEQUENTIAL EXHIBIT NUMBER EXHIBIT ------ ------- 3.2(1) Bylaws, as currently in effect 4.1(1) Specimen of Common Stock Certificate 4.2(2) Form of Representative's Warrant 10.1(1) 1992 Stock Option Plan, form of Incentive Stock Option Agreement, form of Nonqualified Stock Option Agreement 10.2(1) Form of Indemnification Agreement with Directors and Officers of the Registrant and Schedule of Indemnities 10.5(1) U.S. Department of Education Program Letter of Agreement dated March 1993 10.6(1) Form of Enrollment Agreement 10.18(5) Consulting Agreement between Registrant and Theodore G. Crocker dated January 1, 1994 10.21(5) Agreement between Registrant and Trident Trading Company, Inc. (Wusthof Trident) dated August 5, 1994 10.25(7) Lease Agreement between Registrant and Toshiba America Information Systems, Inc. dated November 2, 1995 10.25(8) Amended Financing Agreement between Registrant and Wells Fargo Bank dated February 1, 1996 10.26(8) Agreement between Registrant and Simon & Schuster, Inc. dated February 22, 1996 10.29(10) Lease for premises at Natividad Plaza, Salinas, CA 10.30(10) Agreement between Registrant and Noel-Levitz, Inc. dated July 1, 1996 10.33 Executive Employment Agreement between Registrant and Keith H. Keogh, dated May 31, 1995 10.34 Executive Employment Agreement between Registrant and Jerald W. Chesser, dated July 1, 1999, with addendum dated June 1, 1999 10.35 Executive Employment Agreement between Registrant and Laura Rivera, dated March 15, 1999, with addendum dated June 1, 1999 10.36 Executive Employment Agreement between Registrant and Thomas Spanier, dated May 1, 1998, with addendum dated June 1, 1999 10.37 Executive Employment Agreement between Registrant and Charles E. White, dated May 1, 1998, with addendum dated June 1, 1999 21.0 Academy has no Subsidiaries 23.1 Independent Auditor's Consent of Rooney, Ida, Nolt and Ahern 23.2 Independent Auditor's Consent of Deloitte & Touche LLP 27.0 Financial Data Schedule
- ----------- (1) Previously filed as an exhibit to the original filing of the Registration Statement on Form SB-2 (file -2- No. 33-62720-LA) filed May 14, 1993 (2) Previously filed as an exhibit to Amendment No. 1 of the Registration Statement filed June 7, 1993 (3) Previously filed as an exhibit to Form 10-KSB/A for the fiscal year ended August 31, 1994 (4) Previously filed as an exhibit to Form 10-QSB for the quarter ended May 31, 1994 (5) Previously filed as an exhibit to Form 10-QSB for the fiscal year ended June 30, 1994 (6) Previously filed as an exhibit to Form 10-QSB for the fiscal year ended June 30, 1995 (7) Previously filed as an exhibit to Form 10-QSB for the quarter ended December 31, 1995 (8) Previously filed as an exhibit to Form 10-QSB for the quarter ended March 31, 1996 (9) Previously filed as an exhibit to Form 10-QSB for the quarter ended June 30, 1996 (10) Previously filed as an exhibit to Form 10-QSB for the quarter ended September 30, 1996 (b) REPORTS ON FORM 8-K. The Academy filed a report on Form 8-K on June 11, 1999 in fiscal year ended June 30, 1999, the contents of which are incorporated herein by reference.. -3- SIGNATURES In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized; Dated: January 14, 2000 CALIFORNIA CULINARY ACADEMY, INC. By: /s/ KEITH KEOGH --------------------------------------- Keith Keogh CHIEF EXECUTIVE OFFICER 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 registrants in the capacities and on the dates indicated below.
SIGNATURE TITLE DATE --------- ----- ---- /s/ KEITH KEOGH - ------------------------------------------ Chief Executive Officer January 14, 2000 Keith Keogh and Director /s/ CHARLES E. WHITE - ------------------------------------------ Chief Financial Officer January 14, 2000 Charles E. White /s/ DAVID J. BERGER - ------------------------------------------ Director January 14, 2000 David J. Berger /s/ RALPH BRENNAN - ------------------------------------------ Director January 14, 2000 Ralph Brennan /s/ JAMES D. COCKMAN - ------------------------------------------ Director January 14, 2000 James D. Cockman /s/ BERT CUTINO - ------------------------------------------ Director January 14, 2000 Bert Cutino /s/ WILLIAM G. DE MAR - ------------------------------------------ Director January 14, 2000 William G. De Mar /s/ PAUL H. PRUDHOMME - ------------------------------------------ Director January 14, 2000 Paul H. Prudhomme /s/ LEENIE RUBEN - ------------------------------------------ Director January 14, 2000 Leenie Ruben /s/ DAVID WARNOCK - ------------------------------------------ Director January 14, 2000 David Warnock
-4- INDEX TO EXHIBITS
SEQUENTIAL EXHIBIT NUMBER EXHIBIT ------ ------- 3.2(1) Bylaws, as currently in effect 4.1(1) Specimen of Common Stock Certificate 4.2(2) Form of Representative's Warrant 10.1(1) 1992 Stock Option Plan, form of Incentive Stock Option Agreement, form of Nonqualified Stock Option Agreement 10.2(1) Form of Indemnification Agreement with Directors and Officers of the Registrant and Schedule of Indemnities 10.5(1) U.S. Department of Education Program Letter of Agreement dated March 1993 10.6(1) Form of Enrollment Agreement 10.18(5) Consulting Agreement between Registrant and Theodore G. Crocker dated January 1, 1994 10.21(5) Agreement between Registrant and Trident Trading Company, Inc. (Wusthof Trident) dated August 5, 1994 10.25(7) Lease Agreement between Registrant and Toshiba America Information Systems, Inc. dated November 2, 1995 10.25(8) Amended Financing Agreement between Registrant and Wells Fargo Bank dated February 1, 1996 10.26(8) Agreement between Registrant and Simon & Schuster, Inc. dated February 22, 1996 10.29(10) Lease for premises at Natividad Plaza, Salinas, CA 10.30(10) Agreement between Registrant and Noel-Levitz, Inc. dated July 1, 1996 10.31 Lease Agreement between Registrant and 625 Polk Investment Company, a limited partnership, dated as of May 1, 1997 10.33 Executive Employment Agreement between Registrant and Keith H. Keogh, dated May 31, 1995 10.34 Executive Employment Agreement between Registrant and Jerald W. Chesser, dated July 1, 1999, with addendum dated June 1, 1999 10.35 Executive Employment Agreement between Registrant and Laura Rivera, dated March 15, 1999, with addendum dated June 1, 1999 10.36 Executive Employment Agreement between Registrant and Thomas Spanier, dated May 1, 1998, with addendum dated June 1, 1999 10.37 Executive Employment Agreement between Registrant and Charles E. White, dated May 1, 1998, with addendum dated June 1, 1999 21.0 Academy has no Subsidiaries 23.1 Independent Auditor's Consent of Rooney, Ida, Nolt and Ahern 23.2 Independent Auditor's Consent of Deloitte & Touche LLP 27.0 Financial Data Schedule
-5- EX-23.2 2 EX-23.2 EXHIBIT 23.2 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement No. 33-93266 on Form S-8 and Registration Statement 33-17205 on Form S-3 of our report dated September 24, 1998 appearing in this Annual Report on Form 10-KSB/A of the California Culinary Academy, Inc. for the year ended June 30, 1999. Deloitte & Touche LLP January 10, 2000 -6- -----END PRIVACY-ENHANCED MESSAGE-----