-----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, Jt8vpoEfsHWSZEbkKhkAz0ADmXrGIRyMNHYdHwnn7gP6Kg/zYCt5G8a6Gz70piu5 gx0oAf38Anld7uZLBHcKZQ== 0001005477-96-000300.txt : 19961001 0001005477-96-000300.hdr.sgml : 19961001 ACCESSION NUMBER: 0001005477-96-000300 CONFORMED SUBMISSION TYPE: 10KSB/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960630 FILED AS OF DATE: 19960930 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: BLIMPIE INTERNATIONAL INC CENTRAL INDEX KEY: 0000895477 STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794] IRS NUMBER: 132908793 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10KSB/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-21036 FILM NUMBER: 96636829 BUSINESS ADDRESS: STREET 1: 1775 THE EXCHANGE STREET 2: SUITE 600 CITY: ATLANTA STATE: GA ZIP: 30339 BUSINESS PHONE: 7709842707 MAIL ADDRESS: STREET 1: 1775 THE EXCHANGE STREET 2: SUITE 600 CITY: ATLANTA STATE: GA ZIP: 30339 10KSB/A 1 FORM 10-KSB/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB/A ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended June 30, 1996 Commission File Number 0-21036 BLIMPIE INTERNATIONAL, INC. (Exact name of small business issuer as specified in its charter) New Jersey 13-2908793 (State or Other Jurisdiction of (IRS Employer Identification No.) Incorporation or Organization) 740 Broadway, New York, NY 10003 (Address and Zip Code of Principal Executive Offices) Issuer's Telephone Number: (212) 673-5900 Securities Registered Under Section 12(b) of the Exchange Act: None Securities Registered Under Section 12(g) of the Exchange Act: Common Stock, $.01 Par Value Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. |X| State issuer's revenues for its most recent fiscal year: $34,991,382. The aggregate market value of the registrant's common stock held by non-affiliates of the registrant as of September 16, 1996 was approximately $45,533,000. Solely for purposes of the foregoing calculation all of the registrant's directors and officers are deemed to be affiliates. There were 9,496,276 shares of the registrant's common stock outstanding as of September 16, 1996. Item 13. EXHIBITS AND REPORTS ON FORM 8-K Exhibit No. Description - ----------- ----------- 3.1 Certificate of Incorporation of the Company, as amended* 3.2 By-laws of the Company* 4.1 Specimen stock certificate of the Company's common stock* 10.1 Trademark Agreement dated as of August 1, 1976 among Peter DeCarlo, Anthony P. Conza and David L. Siegel* 10.2 Modification Agreement dated as of November 15, 1977 by and among Peter DeCarlo, Anthony P. Conza and David L. Siegel* 10.3 Agreement dated as of June 15, 1981 by and between Peter DeCarlo, Anthony P. Conza and David L. Siegel* 10.4 Agreement dated as of June 1, 1977 by and between Anthony P. Conza and David L. Siegel and International Blimpie Corporation* 10.5 Agreement dated as of December 15, 1980 by and between International Blimpie of Illinois, Inc. and International Blimpie Corporation* 10.6 Trademark Distribution Agreement dated July 18, 1984 by and between International Blimpie Corporation and ISM, Inc. and Anthony P. Conza, Peter DeCarlo and David Siegel* 10.7 Agreement dated April 30, 1992 by and between Astor Restaurant Group, Inc. and Blimpie of California, Inc. and ISM, Inc* 10.8 Replacement Subfranchise Agreement dated as of October 17, 1991 by and between Astor Restaurant Group, Inc. and Patrick J. Pompeo and Joseph Conza* 10.9 Agreement dated July 19, 1991 by and between Metropolitan Blimpie, Inc. and Astor Restaurant Group, Inc* 10.10 Area Distributor's Agreement dated October 6, 1976 between International Blimpie Corporation and Jeffrey P. Wiener and Charles Leaness* 10.11 Subfranchise Agreement dated April 1, 1984 by and between International Blimpie Corporation and Joseph P. Conza* 2 10.12 Lease dated as of December 2, 1987 by and between First Capital Income Properties, Ltd. - Series IX and Blimpie Capital Corporation and Lease Modification Agreement dated November 1, 1989 and Second Lease Modification Agreement dated August 21, 1991 between the parties thereto* 10.13 Service Agreement dated as of August 1, 1992 between the Company and Mellon Securities Trust Company* 10.14 Option, Loan, and Pledge Agreements and Promissory Note dated as of December 20, 1991 between Astor Restaurant Group, Inc. and Patrick J. Pompeo* 10.15 Option, Loan and Pledge Agreements and Promissory Note dated as of December 20, 1991 between Astor Restaurant Group, Inc. and David L. Siegel* 10.16 Option, Loan and Pledge Agreements and Promissory Note dated as of December 20, 1991 between Astor Restaurant Group, Inc. and Charles G. Leaness* 10.17 Option, Loan and Pledge Agreements and Promissory Note dated as of December 20, 1991 between Astor Restaurant Group, Inc. and Anthony P. Conza* 10.18 Agreement dated as of January 31, 1992 by and between Astor Restaurant Group, Inc. and Barber & Bronson, Inc* 10.19 Blimpie Retirement Plan (401(k) Profit Sharing Plan* 10.20 Copy of the Company's Group Life, Accident and Health Insurance Policy* 10.21 Agreement dated December 18, 1991 between Astor Restaurant Group, Inc. and Llewellyn Distributors, Inc* 10.22 Agreement dated March 1, 1992 between Blimpie International, Inc. and International Southwest Blimpie, Inc* 10.23 Agreement dated March 1, 1992 between Blimpie International, Inc. and Blimpie of Atlanta, Inc* 10.24 1993 Stock Incentive Plan* 10.25 Form of Option Issuable Under the 1993 Stock Incentive Plan* 10.26 Standard Form of Franchise Agreement* 3 10.27 Standard Form of Subfranchise Agreement* 10.28 Agreement dated June 13, 1991 by and between International Blimpie Co., an unincorporated division of Astor Restaurant Group, Inc. and Blimpie Fifty-Seven, Inc* 10.29 Form of indemnity agreement between the Company and its directors and/or officers* 10.30 Standard Form of Sublease Agreement* 10.31 Fifth Lease Modification Agreement dated August 5, 1996 between Carfax Enterprises Limited Partnership and Blimpie Capital Corporation** 10.32 Fourth Lease Modification Agreement dated April 27, 1994 between First Capital Income Properties, Ltd., - Series IX and Blimpie Capital Corporation* 10.33 Agreement dated July 19, 1993 by and between Marc Haskell, Andrew Whitman, Riaz Baksh and The Border Cafe, Inc. and Blimpie International, Inc* 10.34 Agreement dated May 24, 1993 by and between Metropolitan Blimpie, Inc., Anthony P. Conza, David L. Siegel and Blimpie International, Inc* 10.35 Equipment Lease Agreement dated January 24, 1992 by and between Rapid Leasing International, Inc. and Consal Enterprises, Inc* 10.36 License Agreement dated July 19, 1993 between The Border Cafe, Inc. and Blimpie International, Inc* 10.37 Promissory Note, Note Addendum and Pledge Agreement dated March 24, 1995 between Joseph Conza and the Company* 10.38 Form of Warrant Issued to Non-Employee Directors* 10.39 Warrant dated February 12, 1993 Issued to Barber & Bronson Incorporated* 10.40 Option dated September 15, 1994 Issued to Kirschenbaum & Bond, Inc* 10.41 Financial Consulting Agreement by and between Barber & Bronson Incorporated and Blimpie International, Inc. (a copy of which was filed with the Commission on July 19, 1995 as Exhibit 10.41 to Amendment No. 1 to the Company's Registration Statement on Form SB-2 (Reg. No. 33-93738), and is hereby incorporated herein by this reference). 4 10.42 International Trademark Licensing Agreement among Anthony P. Conza, David L. Siegel and the Company* 21 Subsidiaries of the Company** 27 Financial Data Schedule - ---------- * (a copy of which was filed with the Commission on June 30, 1995 as an Exhibit of corresponding number to the Company's Registration Statement on Form SB-2 (Reg. No. 33-93738), and is hereby incorporated herein by this reference) ** (a copy of which was filed with the Commission on September 27, 1996 as an Exhibit of corresponding number to the Company's Annual Report on Form 10-KSB for the fiscal year ended June 30, 1996, and is hereby incorporated herein by this reference) The Company did not file any Current Reports on Form 8-K during the fourth quarter of its fiscal year ended June 30, 1995. 5 SIGNATURES In accordance with Section 13 or 15(d) of the Exchange Act, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. BLIMPIE INTERNATIONAL, INC. Dated: September 30, 1996 By: /s/ Anthony P. Conza ------------------------------------- Anthony P. Conza, President In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Principal Executive Officer Date: September 30, 1996 /s/ Anthony P. Conza ----------------------------------------- Anthony P. Conza, Chairman, President and Chief Executive Officer Principal Financial and Accounting Officer Date: September 30, 1996 /s/ Robert S. Sitkoff ----------------------------------------- Robert S. Sitkoff, Senior Vice President, Chief Financial Officer and Treasurer Date: September 30, 1996 /s/ David L. Siegel ----------------------------------------- David L. Siegel, Vice Chairman Date: September 30, 1996 /s/ Patrick J. Pompeo ----------------------------------------- Patrick J. Pompeo, Director Date: September 30, 1996 /s/ Charles G. Leaness ----------------------------------------- Charles G. Leaness, Director Date: September 30, 1996 /s/ Alvin Katz ----------------------------------------- Alvin Katz, Director Date: September 30, 1996 /s/ Harry G. Chernoff ----------------------------------------- Harry G. Chernoff, Director 6 EXHIBIT INDEX Incorporated by Exhibit Reference to Number Description - --------------- ------ ----------- Exhibit 3.1[1] 3.1 Certificate of Incorporation of the Company, as amended Exhibit 3.2[1] 3.2 By-laws of the Company Exhibit 4.1[1] 4.1 Specimen stock certificate of the Company's common stock Exhibit 10.1[1] 10.1 Trademark Agreement dated as of August 1, 1976 among Peter DeCarlo, Anthony P. Conza and David L. Siegel Exhibit 10.2[1] 10.2 Modification Agreement dated as of November 15, 1977 by and among Peter DeCarlo, Anthony P. Conza and David L. Siegel Exhibit 10.3[1] 10.3 Agreement dated as of June 15, 1981 by and between Peter DeCarlo, Anthony P. Conza and David L. Siegel Exhibit 10.4[1] 10.4 Agreement dated as of June 1, 1977 by and between Anthony P. Conza and David L. Siegel and International Blimpie Corporation Exhibit 10.5[1] 10.5 Agreement dated as of December 15, 1980 by and between International Blimpie of Illinois, Inc. and International Blimpie Corporation Incorporated by Exhibit Reference to Number Description - --------------- ------ ----------- Exhibit 10.6[1] 10.6 Distribution Agreement dated July 18, 1984 by and between International Blimpie Corporation and ISM, Inc. and Anthony P. Conza, Peter DeCarlo and David Siegel Exhibit 10.7[1] 10.7 Agreement dated April 30, 1992 by and between Astor Restaurant Group, Inc. and Blimpie of California, Inc. and ISM, Inc Exhibit 10.8 [1] 10.8 Replacement Subfranchise Agreement dated as of October 17, 1991 by and between Astor Restaurant Group, Inc. and Patrick J. Pompeo and Joseph Conza Exhibit 10.9[1] 10.9 Agreement dated July 19, 1991 by and between Metropolitan Blimpie, Inc. and Astor Restaurant Group, Inc Exhibit 10.10[1] 10.10 Distributor's Agreement dated October 6, 1976 between International Blimpie Corporation and Jeffrey P. Wiener and Charles Leaness Exhibit 10.11[1] 10.11 Subfranchise Agreement dated April 1, 1984 by and between International Blimpie Corporation and Joseph P. Conza 2 Incorporated by Exhibit Reference to Number Description - --------------- ------ ----------- Exhibit 10.12[1] 10.12 Lease dated as of December 2, 1987 by and between First Capital Income Properties, Ltd. - Series IX and Blimpie Capital Corporation and Lease Modification Agreement dated November 1, 1989 and Second Lease Modification Agreement dated August 21, 1991 between the parties thereto Exhibit 10.13[1] 10.13 Service Agreement dated as of August 1, 1992 between the Company and Mellon Securities Trust Company Exhibit 10.14[1] 10.14 Option, Loan, and Pledge Agreements and Promissory Note dated as of December 20, 1991 between Astor Restaurant Group, Inc. and Patrick J. Pompeo Exhibit 10.15[1] 10.15 Option, Loan and Pledge Agreements and Promissory Note dated as of December 20, 1991 between Astor Restaurant Group, Inc. and David L. Siegel Exhibit 10.16[1] 10.16 Option, Loan and Pledge Agreements and Promissory Note dated as of December 20, 1991 between Astor Restaurant Group, Inc. and Charles G. Leaness 3 Incorporated by Exhibit Reference to Number Description - --------------- ------ ----------- Exhibit 10.17[1] 10.17 Option, Loan and Pledge Agreements and Promissory Note dated as of December 20, 1991 between Astor Restaurant Group, Inc. and Anthony P. Conza Exhibit 10.18[1] 10.18 Agreement dated as of January 31, 1992 by and between Astor Restaurant Group, Inc. and Barber & Bronson, Inc Exhibit 10.19[1] 10.19 Blimpie Retirement Plan (401(k) Profit Sharing Plan Exhibit 10.20[1] 10.20 Copy of the Company's Group Life, Accident and Health Insurance Policy Exhibit 10.21[1] 10.21 Agreement dated December 18, 1991 between Astor Restaurant Group, Inc. and Llewellyn Distributors, Inc Exhibit 10.22[1] 10.22 Agreement dated March 1, 1992 between Blimpie International, Inc. and International Southwest Blimpie, Inc Exhibit 10.23[1] 10.23 Agreement dated March 1, 1992 between Blimpie International, Inc. and Blimpie of Atlanta, Inc Exhibit 4.2[3] 10.24 Omnibus Stock Incentive Plan Exhibit 10.26[1] 10.25 Standard Form of Franchise Agreement 4 Incorporated by Exhibit Reference to Number Description - --------------- ------ ----------- Exhibit 10.27[1] 10.26 Standard Form of Subfranchise Agreement Exhibit 10.28[1] 10.27 Agreement dated June 13, 1991 by and between International Blimpie Co., an unincorporated division of Astor Restaurant Group, Inc. and Blimpie Fifty-Seven, Inc Exhibit 10.29[1] 10.28 Form of indemnity agreement between the Company and its directors and/or officers Exhibit 10.30[1] 10.29 Standard Form of Sublease Agreement Exhibit 10.31[1] 10.30 Lease dated February 18, 1993 between Lafayette Astor Associates and 740 Broadway Top Floor Corp. and Guaranty of Blimpie International, Inc. with respect thereto Exhibit 10.31[4] 10.31 Fifth Lease Modification Agreement dated August 5, 1996 between Carfax Enterprises Limited Partnership and Blimpie Capital Corporation Exhibit 10.33[1] 10.32 Agreement dated July 19, 1993 by and between Marc Haskell, Andrew Whitman, Riaz Baksh and The Border Cafe, Inc. and Blimpie International, Inc 5 Incorporated by Exhibit Reference to Number Description - --------------- ------ ----------- Exhibit 10.34[1] 10.33 Agreement dated May 24, 1993 by and between Metropolitan Blimpie, Inc., Anthony P. Conza, David L. Siegel and Blimpie International, Inc Exhibit 10.35[1] 10.34 Equipment Lease Agreement dated January 24, 1992 by and between Rapid Leasing International, Inc. and Consal Enterprises, Inc Exhibit 10.36[1] 10.35 License Agreement dated July 19, 1993 between The Border Cafe, Inc. and Blimpie International, Inc Exhibit 10.37[1] 10.36 Promissory Note, Note Addendum and Pledge Agreement dated March 24, 1995 between Joseph Conza and the Company Exhibit 10.38[1] 10.37 Form of Warrant Issued to Non-Employee Directors Exhibit 10.39[1] 10.38 Warrant dated February 12, 1993 Issued to Barber & Bronson Incorporated 6 Incorporated by Exhibit Reference to Number Description - --------------- ------ ----------- Exhibit 10.40[1] 10.39 Option dated September 15, 1994 Issued to Kirschenbaum & Bond, Inc Exhibit 10.41[2] 10.40 Financial Consulting Agreement by and between Barber & Bronson Incorporated and Blimpie International, Inc. Exhibit 10.42[1] 10.41 International Trademark Licensing Agreement among Anthony P. Conza, David L. Siegel and the Company Exhibit 21[4] 21 Subsidiaries of the Company * 27 Financial Statement Schedule - ---------- * Filed Herewith [1] Registrant's Registration Statement on Form SB-2 filed with the Securities and Exchange Commission on June 30, 1995 (SEC Registration No. 33-93738). [2] Amendment No. 1 to the Registrant's Registration Statement on Form SB-2, which was filed with the Securities and Exchange Commission on July 19, 1995. [3] Registrant's Quarterly Report on Form 10-QSB for the three months ended December 31, 1995. [4] Registrant's Annual Report on Form 10-KSB for the fiscal year ended June 30, 1996 which was filed with the Securities and Exchange Commission on September 27, 1996. 7 EX-27 2 FDS --
5 12-MOS JUN-30-1996 JUL-01-1995 JUN-30-1996 4,328,468 5,430,950 1,502,386 46,400 233,749 12,613,770 1,548,130 575,879 21,822,661 4,121,035 0 0 0 94,809 15,579,697 21,822,661 33,572,411 34,991,382 20,265,035 20,265,035 9,203,507 0 2,677 6,535,275 2,495,000 4,040,275 0 0 0 4,040,275 0.43 0.41
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