-----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, VkCg2izbUWjp4DbmZ7FAgakboxp+Kr//H7jRDcYbVknvc4r9d4i2tlJFg7HQ0cla yWE7cbAdgz1jKzxhQLag8g== 0000929624-97-000036.txt : 19970127 0000929624-97-000036.hdr.sgml : 19970127 ACCESSION NUMBER: 0000929624-97-000036 CONFORMED SUBMISSION TYPE: 10-K405/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960928 FILED AS OF DATE: 19970124 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTRAL GARDEN & PET COMPANY CENTRAL INDEX KEY: 0000887733 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MISCELLANEOUS NONDURABLE GOODS [5190] IRS NUMBER: 680275553 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405/A SEC ACT: SEC FILE NUMBER: 000-20242 FILM NUMBER: 97510757 BUSINESS ADDRESS: STREET 1: 3697 MT DIABLO BLVD SUITE 300 CITY: LAFAYETTE STATE: CA ZIP: 94549 BUSINESS PHONE: 5102834573 MAIL ADDRESS: STREET 2: 3697 MT DIABLO BLVD SUITE 310 CITY: LAFAYETTE STATE: CA ZIP: 94549 10-K405/A 1 AMENDMENT NO. 1 TO FORM 10K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A AMENDMENT NO. 1 [X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended Commission File Number September 28, 1996 0-20242 - -------------------------- ---------------------- CENTRAL GARDEN & PET COMPANY ------------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 68-0275553 - ------------------------------- ---------------------- (State or other jurisdiction of (IRS Employer incorporation or organization) Identification Number) 3697 Mt. Diablo Boulevard, Lafayette, California 94549 ------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Telephone Number: (510) 283-4573 Securities registered pursuant to Section 12(b) of the Act: Name of each exchange Title of each class on which registered - ------------------- --------------------- None None - ------------------- --------------------- Securities registered pursuant to Section 12(g) of the Act: Common Stock ----------------------------------------- (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 (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 ----- ----- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K ((S) 229.405 of this chapter) 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 this Form 10-K or any amendment to this Form 10-K. [X] At December 11, 1996, the aggregate market value of the registrant's Common Stock and Class B Stock held by non-affiliates of the registrant was approximately $243,820,529 and $275,378, respectively. At December 11, 1996, the number of shares outstanding of registrant's Common Stock was 12,607,290. In addition, on such date the registrant had outstanding 1,865,939 shares of its Class B Stock which is convertible into Common Stock on a share-for-share basis. DOCUMENTS INCORPORATED BY REFERENCE None. Item 10 of the Annual Report filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended September 28, 1996 is hereby amended in full as follows: Item 10 - Directors and Executive Officers of the Registrant - ------------------------------------------------------------ IDENTIFICATION OF DIRECTORS The persons named below are nominees for director to serve until the next Annual Meeting of Stockholders and until their successors shall have been elected. The nominees constitute the present Board of Directors. Set forth below is certain information concerning the nominees which is based on data furnished by them.
SERVED AS BUSINESS EXPERIENCE DURING PAST DIRECTOR NOMINEES FOR DIRECTOR AGE FIVE YEARS AND OTHER INFORMATION SINCE - --------------------- --- -------------------------------- --------- William E. Brown........... 55 Chairman of the Board and Chief Executive Officer 1980 since 1980. Glenn W. Novotny........... 49 President since June 1990. Prior to June 1990, 1990 Mr. Novotny was with Weyerhaeuser Corporation in a variety of capacities. Lee D. Hines, Jr. ......... 50 Chief Operating Officer of Promotions Distributor Services Corporation 1992 (telemarketing, distribution and fulfillment company servicing the entertainment industry) since November 1996. From June 1993 to November 1996, Mr. Hines was a self-employed consultant. From April 1991 until June 1993, Mr. Hines was Executive Vice President and Chief Financial Officer of the Company. From May 1990 to April 1991, Mr. Hines was President and Chief Executive officer of International Tropic-Cal, Inc. (designer and marketer of sunglasses and hair accessories). Daniel Hogan............... 68 Self-employed consultant. Prior to his retirement in 1987, Mr. Hogan 1993 was a Vice President of Chevron Chemical Company and General Manager of its Ortho Consumer Products Division.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 16(a) of the Securities Exchange Act of 1934 requires the Company's officers and directors, and persons who own more than ten percent of a registered class of the Company's equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers, directors and greater than ten-percent shareholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file. Based solely on its review of the copies of such forms received by it, or written representations from certain reporting persons that no Forms 5 were required for those persons, the Company believes that, during the period from October 1, 1995 to September 28, 1996 all filing requirements applicable to its officers, directors, and greater than ten-percent beneficial owners were complied with. 2 Item 11 of the Annual Report filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended September 28, 1996 is hereby amended in full as follows: Item 11 - Executive Compensation - -------------------------------- COMPENSATION OF EXECUTIVE OFFICERS The compensation paid to the Company's Chief Executive Officer and the only other executive officers who received compensation in excess of $100,000 for services in all capacities to the Company and its subsidiaries during fiscal 1994, 1995 and 1996 is set forth below. SUMMARY COMPENSATION TABLE
Long Term Annual Compensation Compensation Awards ----------------------------------- ----------------------- All Other Annual Restricted Securities Other Compensation Stock Underlying Compen- Name and Principal Position Year(1) Salary($) Bonus($) ($) Awards(#) Options(#) sation($) - --------------------------- ------- --------- -------- ------------ ---------- ---------- --------- William E. Brown 1996 $300,000 -- -- -- 30,000 -- Chairman and Chief 1995 $200,000 -- -- -- -- -- Executive Officer 1994 $200,000 -- -- -- -- -- Glenn W. Novotny 1996 $257,908 $15,000 -- -- 30,000 -- President 1995 $199,841 -- -- -- 37,000 -- 1994 $207,295 -- $38,036(2) -- 9,487 -- Neill J. Hines 1996 $160,656 -- -- -- 10,000 -- Executive Vice President 1995 $103,508 -- -- -- 21,000 -- 1994 $132,538 -- -- -- 5,128 -- Robert B. Jones 1996 $118,165 -- -- -- 10,000 -- Vice President, Chief 1995 $ 90,896 -- -- -- 21,000 -- Financial Officer 1994 $112,000 $25,000 -- 10,000(3) -- --
- -------- (1) In July 1995, the Company changed its fiscal year end to be the last Saturday in September; as a result the fiscal year ending September 30, 1995 ("fiscal 1995") was a nine month period. (2) Includes for 1994, reimbursement to Mr. Novotny of moving expenses in the amount of $30,456. While the named executive officers enjoy certain perquisites, for fiscal years 1994, 1995 and 1996 these did not exceed the lesser of $50,000 or 10% of each officer's salary and bonus. (3) The fair market value of these shares on the grant date was $107,500. The fair market value on the grant date, however is not necessarily indicative of the restricted stock's real value, which is impossible to determine until the vesting date; it is at this point that executives recognize income on the stock and must pay taxes on it. As of the end of fiscal 1996, the aggregate restricted stock holdings for such executive officer consisted of 10,000 shares worth $207,500 at the then-current fair market value (as represented by the closing price of the Company's Common Stock on September 27, 1996), without giving effect to the diminution of value attributable to the restrictions on such stock. Dividends are paid on the restricted shares to the extent payable on the Company's Common Stock generally. The following table sets forth certain information regarding stock options granted during fiscal 1996 to the executive officers named in the foregoing Summary Compensation Table. None of such persons received awards of stock appreciation rights during fiscal 1996. 3 OPTIONS GRANTS IN LAST FISCAL YEAR
Individual Grants Potential Realizable --------------------------------------------------------- Value at Assumed Number of Percent of Annual Rates of Stock Securities Total Options Price Appreciation for Underlying Granted to Exercise Option Term(3) Options Employees in Base Price Expiration ---------------------- Name Granted(#)(1) Fiscal Year ($/Sh)(2) Date 5%($) 10%($) - ---- ------------- ------------- ---------- ---------- --------- --------- William E. Brown................. 30,000 6.5% $18.125 7/24/02 $150,228 $331,964 Glenn W. Novotny................. 30,000 6.5% $18.125 7/24/02 $150,228 $331,964 Neill J. Hines................... 10,000 2.2% $18.125 7/24/02 $ 50,076 $110,655 Robert B. Jones.................. 10,000 2.2% $18.125 7/24/02 $ 50,076 $110,655
- ------------------- (1) All options granted in fiscal 1996 are exercisable in full, commencing one year prior to expiration. Under the terms of the Company's Stock Option Plan, the Audit and Compensation Committee retains discretion, subject to plan limits, to modify the terms of outstanding options. (2) All options were granted at fair market value at date of grant. (3) Realizable values are reported net of the option exercise price. The dollar amounts under these columns are the result of calculations at the 5% and 10% rates (determined from the price at the date of grant, not the stock's current market value) set by the Securities and Exchange Commission and therefore are not intended to forecast possible future appreciation, if any, of the Company's stock price. Actual gains, if any, on stock option exercises are dependent on the future performance of the Common Stock as well as the optionsholder's continued employment through the vesting period. The potential realizable value calculation assumes that the optionholder waits until the end of the option term to exercise the option. There were no option exercises during fiscal 1996 by any of the executive officers listed. The following table sets forth certain information with respect to stock options held by each of the Company's executive officers as of September 28, 1996. AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUES
Value of Unexercised Number of Unexercised In-the-Money Options Options at FY-End(#) at FY-End($) --------------------- -------------------- Exercisable/ Exercisable/ Name Unexercisable Unexercisable - ---- --------------------- -------------------- William E. Brown................................. 0/30,000 0/$ 78,750 Glenn W. Novotny................................. 10,360/77,360 $113,960/$702,250 Neill J. Hines................................... 5,718/36,718 $ 62,898/$381,600 Robert B. Jones.................................. 530/31,530 $ 5,830/$381,600
4 Item 12 of the Annual Report filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended September 28, 1996 is hereby amended in full as follows: Item 12 - Security Ownership of Certain Beneficial Owners and Management - ------------------------------------------------------------------------ OWNERSHIP OF MANAGEMENT AND PRINCIPAL STOCKHOLDERS The following table indicates, as to (i) each person who is known by the Company to own beneficially more than 5% of the outstanding shares of Common Stock and Class B Stock, (ii) each director, (iii) each named executive officer and (iv) all directors and executive officers as a group, the number of shares and percentage of the Company's stock beneficially owned as of December 27, 1996.
Shares Beneficially Owned as of December 27, 1996 ------------------------- Number of Number of Beneficial Owner Class B Shares Common Shares Percent(1) ---------------- -------------- ------------- ---------- William E. Brown(2)...................................... 1,806,359 -- 12.5% Putnam Investments(3).................................... -- 1,551,931(4) 10.7% Warburg, Pincus Counsellors, Inc.(5)..................... -- 1,455,000(6) 10.0% Edgemont Asset Management Corporation(7)................. -- 1,000,000(4) 6.9% Strong Capital Management, Inc.(8)....................... -- 776,475(4) 5.4% Fidelity Management & Research Co.(9).................... -- 735,800(4) 5.1% Glenn W. Novotny......................................... -- 92,669(10) * Lee D. Hines, Jr......................................... -- 51,000 * Daniel Hogan............................................. -- 6,000 * Neill J. Hines........................................... 45,548 37,807(11) * Robert B. Jones.......................................... -- 12,538(12) * All directors and officers as a group (six persons)...... 1,851,907 200,014(13) 14.2%
- ----------------- (*) Less than 1%. (1) Represents the number of shares of Class B Stock and Common Stock beneficially owned by each stockholder as a percentage of the total number of shares of Class B Stock and Common Stock outstanding. (2) The address of Mr. Brown is 3697 Mt. Diablo Boulevard, Lafayette, California 94549. Mr. Brown may be deemed to be a "control person" of the Company within the meaning of the rules and regulations of the Securities and Exchange Commission by reason of his stock ownership and positions with the Company. (3) The address of Putnam Investments is One Post Office Square, 12th Floor, Boston, Massachusetts 02109. (4) Based on a Schedule 13F filed with the Securities and Exchange Commission reflecting beneficial ownership as of September 30, 1996. (5) The address of Warburg, Pincus Counsellors, Inc. is 466 Lexington Avenue, New York, New York 10017. (6) Based on a Schedule 13G filed with the Company reflecting beneficial ownership as of November 30, 1996. Warburg, Pincus Counsellors, Inc. has the sole power to dispose of 1,451,900 shares of the Company's Common Stock. Warburg, Pincus Counsellors, Inc. serves as an investment advisor to many accounts which own shares of the Company's Common Stock. None of these accounts, individually own more than 5% of the Company's Common Stock. 5 (7) The address of Edgemont Asset Management Corporation is 140 East 45th Street, 43rd Floor, New York, New York 10017. (8) The address of Strong Capital Management, Inc. is 100 Heritage Reserve, Menomenee Falls, Wisconsin 53051. (9) The address of Fidelity Management & Research Co. is 82 Devonshire Street, Boston, Massachusetts 02109-3614. (10) Includes 10,360 shares issuable upon exercise of outstanding options exercisable within 60 days of December 27, 1996. (11) Includes 5,718 shares issuable upon exercise of outstanding options exercisable within 60 days of December 27, 1996. (12) Includes 530 shares issuable upon exercise of outstanding options exercisable within 60 days of December 27, 1996. (13) Includes employee stock options exercisable within 60 days of December 27, 1996. Item 13 of the Annual Report filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended September 28, 1996 is hereby amended in full as follows: Item 13 - Certain Relationships and Related Transactions - -------------------------------------------------------- COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION Lee D. Hines, Jr., a member of the Board of Directors and the Audit and Compensation Committee, performed certain consulting services for the Company during fiscal 1996 for which he received compensation of $40,000. TRANSACTIONS WITH THE COMPANY The Company leases a warehouse facility and certain related equipment in Visalia, California from Road 80 Investors, a California general partnership controlled by William E. Brown. In fiscal 1996, the Company paid approximately $155,688 to Road 80 Investors under this lease. On December 30, 1992, in connection with an acquisition, the Company issued a note in the amount of $2.4 million payable in four equal annual installments commencing in 1994. The note bears interest at 1% per annum below prime rate. This indebtedness is secured by shares of Class B Stock owned by Mr. Brown. 6 Signatures ---------- Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: January __, 1997 CENTRAL GARDEN & PET COMPANY By /s/ WILLIAM E. BROWN ------------------------------------- William E. Brown Chairman of the Board 7 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 indicated.
Signature Capacity Date --------- -------- ---- /s/ WILLIAM E. BROWN Chairman and Chief Executive January __, 1997 - ------------------------ Officer (Principal Executive William E. Brown Officer /s/ ROBERT B. JONES Vice President, Chief Financial January __, 1997 - ------------------------ Officer (Principal Financial Robert B. Jones Officer and Principal Accounting Officer) /s/ GLENN W. NOVOTNY Director January __, 1997 - ------------------------ Glenn W. Novotny /s/ DANIEL P. HOGAN, JR. Director January __, 1997 - ------------------------ Daniel P. Hogan, Jr. /s/ LEE D. HINES, JR. Director January __, 1997 - ------------------------ Lee D. Hines, Jr.
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