-----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, Nrt5vfUaWoiXqip64SVWxMa+RtHvcSEgPGXla32/UN7DlU6lQbXxzMLeLw1WuaQ7 dD3HpdG9rJbc8JqC6y61Lw== 0000950114-97-000034.txt : 19970203 0000950114-97-000034.hdr.sgml : 19970203 ACCESSION NUMBER: 0000950114-97-000034 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960930 FILED AS OF DATE: 19970131 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ZOLTEK COMPANIES INC CENTRAL INDEX KEY: 0000890923 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRICAL INDUSTRIAL APPARATUS [3620] IRS NUMBER: 431311101 STATE OF INCORPORATION: MI FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-20600 FILM NUMBER: 97515408 BUSINESS ADDRESS: STREET 1: 3101 MCKELVEY RD CITY: ST LOUIS STATE: MO ZIP: 63044 BUSINESS PHONE: 3142915110 MAIL ADDRESS: STREET 1: 3101 MCKELVEY ROAD CITY: ST LOUIS STATE: MO ZIP: 63044 10-K/A 1 ZOLTEK COMPANIES, INC. FORM 10-K/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 For the fiscal year ended September 30, 1996 Commission File Number 0-20600 ZOLTEK COMPANIES, INC. (Exact name of registrant as specified in its charter) Missouri 43-1311101 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 3101 McKelvey Road, St. Louis, Missouri (Zip Code) (Address of principal executive offices) 63044 Registrant's telephone number, including area code: (314) 291-5110 2 Item 14. Exhibits, Financial Statements, Schedules and Reports on Form 8-K - -------- ----------------------------------------------------------------- (a)(1) Financial statements: Incorporated herein by reference, are listed in Item 8 of the Registrant's Annual Report on Form 10-K for the fiscal year ended September 30, 1996. (2) The following financial statement schedule and auditors' report thereon are included in Part IV of the Registrant's Annual Report on Form 10-K for the fiscal year ended September 30, 1996: Page(s) ------- Report of Independent Public Accountants on Financial Statement Schedule 19 12-09 Valuation and Qualifying Accounts and Reserves 20 Schedules other than those listed above have been omitted because they are either not required or not applicable, or because the information is presented in the consolidated financial statements or the notes thereto. (3) The following exhibits are filed herewith or incorporated by reference herein, as indicated: 2.1 Form of Share Purchase Agreement, by and among Allami Privatizacios Es Vagyonkezelo Reszvenytarsasag, Magyar Viscosa Rt. and Zoltek Corporation, filed as Exhibit 2.1 to Registrant's Registration Statement on Form S-1 (Reg. No. 33-97294) is incorporated herein by this reference 2.2 Agreement on Sale of Lease Receivables, dated September 20, 1995, by and between Zoltek Corporation and Central European International Bank Ltd, filed as Exhibit 2.2 to Registrant's Registration Statement on Form S-1 (Reg. No. 33-97294) is incorporated herein by this reference 2.3 Agreement on Sale of Shares, dated September 20, 1995, with respect to 14.132 pcs of preferred shares of Magyar Viscosa Rt. by and between Zoltek Corporation and CIB Hungaria Bank Rt., filed as Exhibit 2.3 to Registrant's Registration Statement on Form S-1 (Reg. No. 33-97294) is incorporated herein by this reference 2.4 Agreement on Sale of Shares, dated September 20, 1995, with respect to 14.934 pcs of ordinary shares and 29.534 pcs of preferred shares of Magyar Viscosa Rt. by and between Zoltek Corporation and CIB Hungaria Bank Rt., filed as Exhibit 2.4 to Registrant's Registration Statement on Form S-1 (Reg. No. 33-97294) is incorporated herein by this reference 2.5 Sales Agreement, dated September 22, 1995, by and between Zoltek Corporation and Bank of Hungarian Savings Cooperatives, Ltd., filed as Exhibit 2.5 to Registrant's Registration Statement on Form S-1 (Reg. No. 33-97294) is incorporated herein by this reference - 2 - 3 2.6 Agreement on Sale of Shares, dated September 12, 1995, by and between Zoltek Corporation and Allami Fejlesztesi Intezet, filed as Exhibit 2.6 to Registrant's Registration Statement on Form S-1 (Reg. No. 33-97294) is incorporated herein by this reference 2.7 Agreement on Sale of Shares Issued By Magyar Viscosa Rt., by and between Zoltek Corporation and Inter-Europa Bank Rt., filed as Exhibit 2.7 to Registrant's Registration Statement on Form S-1 (Reg. No. 33-97294) is incorporated herein by this reference 2.8 Agreement on Sale of Loan Receivables by and between Zoltek Corporation and Bank of Inter-Europa Bank Rt., filed as Exhibit 2.8 to Registrant's Registration Statement on Form S-1 (Reg. No. 33-97294) is incorporated herein by this reference 2.9 Agreement on Sale of Loan Receivables and Shares, dated as of September 12, 1995, by and between Zoltek Corporation and Creditanstalt Rt., filed as Exhibit 2.9 to Registrant's Registration Statement on Form S-1 (Reg. No. 33-97294) is incorporated herein by this reference 2.10 Agreement for the Sale of Assets, dated as of August 17, 1995, by and among Zoltek Corporation, Zoltek Properties, Inc., Pioneer Pump and Packing, Inc., Pioneer Holdings, Inc. and Zsolt Rumy, filed as Exhibit 2 to Registrant's Current Report on Form 8-K dated August 31, 1995, is incorporated herein by this reference 3.1 Restated Articles of Incorporation of the Registrant, filed as Exhibit 3.1 to Registrant's Registration Statement on Form S-1 (Reg. No. 33-51142) is incorporated herein by this reference 3.2 Restated By-Laws of the Registrant, as currently in effect, filed as Exhibit 3.2 to Registrant's Registration Statement on Form S-1 (Reg. No. 33-51142) is incorporated herein by this reference 4.1 Form of certificate for Common Stock, filed as Exhibit 4.1 to Registrant's Registration Statement on Form S-1 (Reg. No. 33-51142) is incorporated herein by this reference 10.1 Loan Agreement, dated December 29, 1989, by and between Zoltek Corporation and Southwest Bank of St. Louis, as amended by letter, dated August 13, 1992, filed as Exhibit 10.7 to Registrant's Registration Statement on Form S-1 (Reg. No. 33-51142) is incorporated herein by this reference 10.2 Zoltek Companies, Inc. Long Term Incentive Plan, filed as Exhibit 10.15 to Registrant's Registration Statement on Form S-1 (Reg. No. 33-51142) is incorporated herein by this reference 10.3 Zoltek Companies, Inc. Directors Stock Option Plan, filed as Appendix A to Registrant's definitive proxy statement for the 1995 Annual Meeting of Shareholders on Form S-1 (Reg. No. 33-51142) is incorporated herein by this reference 10.4 Promissory Note, dated September 29, 1994, by and between Zoltek Properties, Inc. and Metlife Capital Corporation, filed as Exhibit 10.8 to Registrant's Annual Report on Form - 3 - 4 10-K for the fiscal year ended September 30, 1994, is incorporated herein by this reference 10.5 Precursor Agreement, dated as of July 1, 1994, by and between Zoltek Corporation and Courtaulds Fibres Limited, filed as Exhibit 10.9 to Registrant's Annual Report on Form 10-K for the fiscal year ended September 30, 1994, is incorporated herein by this reference. (An application for confidential treatment has been made for a portion of Exhibit 10.9.) 10.6 Materials Supply Agreement, dated as of June 15, 1994, by and between Zoltek Companies, Inc. and The B.F. Goodrich Company, filed as Exhibit 10.10 to Registrant's Annual Report on Form 10-K for the fiscal year ended September 30, 1994, is incorporated herein by this reference. (An application for confidential treatment has been made for a portion of Exhibit 10.10.) 10.7 Underwriting Agreement, dated November 17, 1995, by and between the Registrant and First Albany Corporation and Stifel, Nicolaus & Company, Incorporated, on behalf of the several underwriters, filed as Exhibit 1.1 to Registrant's Registration Statement on Form S-1 (Reg. No. 33-97294) is incorporated herein by this reference 10.8 Loan Agreement, dated November 14, 1994, by and between Zoltek Properties, Inc. and The Reliable Life Insurance Company, filed as Exhibit 10.11 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1995, is incorporated herein by this reference 10.9 Promissory Note, dated November 14, 1994, by and between Zoltek Corporation and Southwest Bank of St. Louis, filed as Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1995, is incorporated herein by this reference 10.10 Letter, dated March 6, 1995, from Southwest Bank of St. Louis to the Registrant regarding amendment of certain loan covenants, filed as Exhibit 10.13 to the Registrant's Quarterly Report of Form 10-Q for the quarter ended March 31, 1995, is incorporated herein by this reference 10.11 Purchase Agreement, dated September 18, 1996, by and between Registrant and Merrill Lynch & Co. and Stifel, Nicolaus & Company, Incorporated, on behalf of the several underwriters, filed as Exhibit 1.1 to Registrant's Registration Statement on Form S-3 (Reg. No. 333-07547) is incorporated herein by this reference 13 Registrant's 1996 Annual Report to Shareholders filed as Exhibit 13 to the Registrant's Annual Report on Form 10-K for the fiscal year ended September 30, 1996, is incorporated herein by this reference 21 Subsidiaries of the Registrant, filed as Exhibit 21 to the Registrant's Annual Report on Form 10-K for the fiscal year ended September 30, 1995, is incorporated herein by this reference - 4 - 5 23 Consent of Price Waterhouse LLP filed as Exhibit 23 to the Registrant's Annual Report on Form 10-K for the fiscal year ended September 30, 1996, is incorporated herein by this reference 27 Financial Data Schedule is filed herewith - 5 - 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. ZOLTEK COMPANIES, INC. (Registrant) By /s/ Zsolt Rumy ------------------------------------- Zsolt Rumy, Chairman of the Board, President and Chief Executive Officer Date: January 31, 1997 - 6 - 7 EXHIBIT INDEX ------------- Exhibit No. Description - ----------- ----------- 2.1 Form of Share Purchase Agreement, by and among Allami Privatizacios Es Vagyonkezelo Reszvenytarsasag, Magyar Viscosa Rt. and Zoltek Corporation 2.2 Agreement on Sale of Lease Receivables, dated September 20, 1995, by and between Zoltek Corporation and Central European International Bank Ltd. 2.3 Agreement on Sale of Shares, dated September 20, 1995, with respect to 14.132 pcs of preferred shares of Magyar Viscosa Rt. by and between Zoltek Corporation and CIB Hungaria Bank Rt. 2.4 Agreement on Sale of Shares, dated September 20, 1995, with respect to 14.934 pcs of ordinary shares and 29.534 pcs of preferred shares of Magyar Viscosa Rt. by and between Zoltek Corporation and CIB Hungaria Bank Rt. 2.5 Sales Agreement, dated September 22, 1995, by and between Zoltek Corporation and Bank of Hungarian Savings Cooperatives, Ltd. 2.6 Agreement on Sale of Shares, dated September 12, 1995, by and between Zoltek Corporation and Allami Fejlesztesi Intezet 2.7 Agreement on Sale of Shares Issued By Magyar Viscosa Rt., by and between Zoltek Corporation and Inter-Europa Bank Rt. 2.8 Agreement on Sale of Loan Receivables by and between Zoltek Corporation and Bank of Inter-Europa Bank Rt. 2.9 Agreement on Sale of Loan Receivables and Shares, dated as of September 12, 1995, by and between Zoltek Corporation and Creditanstalt Rt. 2.10 Agreement for the Sale of Assets, dated as of August 17, 1995, by and among Zoltek Corporation, Zoltek Properties, Inc., Pioneer Pump and Packing, Inc., Pioneer Holdings, Inc. and Zsolt Rumy 3.1 Restated Articles of Incorporation of the Registrant 3.2 Restated By-Laws of the Registrant, as currently in effect 4.1 Form of certificate for Common Stock 10.1 Loan Agreement, dated December 29, 1989, by and between Zoltek Corporation and Southwest Bank of St. Louis, as amended by letter, dated August 13, 1992 10.2 Zoltek Companies, Inc. Long Term Incentive Plan 10.3 Zoltek Companies, Inc. Directors Stock Option Plan [FN] - ----------- Incorporated herein by reference - 7 - 8 EXHIBIT INDEX ------------- Exhibit No. Description - ----------- ----------- 10.4 Promissory Note, dated September 29, 1994, by and between Zoltek Properties, Inc. and Metlife Capital Corporation 10.5 Precursor Agreement, dated as of July 1, 1994, by and between Zoltek Corporation and Courtaulds Fibres Limited. (An application for confidential treatment has been made for a portion of Exhibit 10.9.) 10.6 Materials Supply Agreement, dated as of June 15, 1994, by and between Zoltek Companies, Inc. and The B.F. Goodrich Company. (An application for confidential treatment has been made for a portion of Exhibit 10.10.) 10.7 Underwriting Agreement, dated November 17, 1995, by and between the Registrant and First Albany Corporation and Stifel, Nicolaus & Company, Incorporated, on behalf of the several underwriters 10.8 Loan Agreement, dated November 14, 1994, by and between Zoltek Properties, Inc. and The Reliable Life Insurance Company 10.9 Promissory Note, dated November 14, 1994, by and between Zoltek Corporation and Southwest Bank of St. Louis 10.10 Letter, dated March 6, 1995, from Southwest Bank of St. Louis to the Registrant regarding amendment of certain loan covenants 10.11 Purchase Agreement, dated September 18, 1996, by and between Registrant and Merrill Lynch & Co. and Stifel, Nicolaus & Company, Incorporated, on behalf of the several underwriters, filed as Exhibit 1.1 to Registrant's Registration Statement on Form S-3 (Reg. No. 333-07547) is incorporated herein by this reference.) 13 Registrant's 1996 Annual Report to Shareholders 21 Subsidiaries of the Registrant 23 Consent of Price Waterhouse LLP 27 Financial Data Schedule [FN] - ---------- Incorporated herein by reference - 8 - EX-27 2 FINANCIAL DATA SCHEDULE
5 YEAR SEP-30-1996 OCT-01-1995 SEP-30-1996 1,425,581 74,021,349 11,297,307 71,779 12,596,708 102,319,554 38,407,829 6,967,251 134,660,007 19,005,840 5,207,092 162,103 0 0 108,615,513 134,660,007 68,956,758 68,956,758 49,771,511 59,281,296 0 0 1,012,487 8,711,637 2,539,381 6,172,256 38,584 0 0 6,210,840 0.45 0.45
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