-----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, Gi0JKh4SbjRUQR4m6t+DCrwm7n18D5f5ZTzRaCnT0u8ZMOzeObYp6FBV9ka/knuA n09VhEiQDTj43p6Bv3CvcQ== 0000928465-10-000018.txt : 20101129 0000928465-10-000018.hdr.sgml : 20101129 20101129212701 ACCESSION NUMBER: 0000928465-10-000018 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20101122 FILED AS OF DATE: 20101129 DATE AS OF CHANGE: 20101129 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ATAYAN CHRISTOPHER H CENTRAL INDEX KEY: 0001307899 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15589 FILM NUMBER: 101220382 MAIL ADDRESS: STREET 1: C/O SLUSSER ASSOCIATES, INC. STREET 2: 153 EAST 53RD STREET CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AMCON DISTRIBUTING CO CENTRAL INDEX KEY: 0000928465 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-GROCERIES & GENERAL LINE [5141] IRS NUMBER: 470702918 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: 7405 IRVINGTON ROAD STREET 2: POST OFFICE BOX 641940 (68164-7940) CITY: OMAHA STATE: NE ZIP: 68122 BUSINESS PHONE: 4023313727 MAIL ADDRESS: STREET 1: 7405 IRVINGTON ROAD STREET 2: POST OFFICE BOX 641940 (68164-7940) CITY: OMAHA STATE: NE ZIP: 68122 4 1 primary_doc.xml PRIMARY DOCUMENT X0303 4 2010-11-22 0 0000928465 AMCON DISTRIBUTING CO DIT 0001307899 ATAYAN CHRISTOPHER H C/O AMCON DISTRIBUTING COMPANY 7405 IRVINGTON RD OMAHA NE 68122 1 1 1 0 CEO and Chairman Common Stock, par value $.01 per share 2010-11-26 4 M 0 10300 72.5 A 128319 D Series B Conv. Pref Stock, par value $.01 per share 24.65 2004-10-08 Common Stock 8113.5 8000 I See footnote Employee Stock Option (right to buy) 18 2016-12-12 Common Stock 25000 25000 D Series A Conv Preferred Stock, par value $.01 per share 30.31 2004-08-05 Common Stock 82481 100000 D Restricted Stock Units 2010-11-22 4 A 0 30900 A Common Stock 30900 30900 D Restricted Stock Units 72.5 2010-11-26 4 M 0 10300 D Common Stock 10300 20600 D Restricted Stock Units 2010-11-22 4 A 0 8100 A Common Stock 8100 8100 D The applicable conversion and exercise price and the number of shares issuable on conversion or exercise are subject to anti-dilution adjustments. The Issuer may redeem the Series B Convertible Preferred Stock, at its option, commencing on October 9, 2006 and, at the option of the holder, must be redeemed upon a change in control, as defined in the Series B Convertible Preferred Stock. The Series B Convertible Preferred Stock does not have an expiration date and will remain outstanding and convertible at the option of the holder until converted or redeemed. Pursuant to an agreement among the Reporting Person, another individual (the "Second Participant"), and the holder of the Series B Convertible Preferred Stock, the holder has granted to the Reporting Person and the Second Participant a 20% participation interest in any capital gains realized by the holder from its investment in the Issuer, to be shared equally by the Reporting Person and the Second Participant. As a result of such participation interest, the Reporting Person may be deemed to have a pecuniary interest in such stock for purposes of 16a(2)(i) under the SEC Act of 1934. The Reporting Person does not possess the power to vote or dispose of the Series B Convertible Preferred Stock or to direct the vote or disposition of such stock, and disclaims any beneficial interest in such stock in excess of such pecuniary interest. The stock option vests and is exercisable in three equal installments beginning December 12, 2007. The Issuer may redeem the Series A Convertible Preferred Stock, at its option, commencing on June 17, 2006 and, at the option of the holder, must be redeemed upon a change of control, as defined in the Series A Convertible Preferred Stock. The Series A Convertible Preferred Stock does not have an expiration date and will remain outstanding and convertible at the option of the holder until converted or redeemed. The Restricted Stock Units ("RSUs") provide the reporting person with the right to receive, on the applicable vesting date, either (i) an amount of cash equal to the per share Fair Market Value of the Issuer's common stock as of the vesting date multiplied by the number of shares underlying the RSUs then becoming vested and held by the reporting person or (ii) a number of shares of common stock equal to the whole number of shares underlying the RSUs then becoming vested and held by the reporting person, as elected by the reporting person. Subject to earlier forfeiture under certain limited circumstances, the RSUs vest as to one-third of the award on November 26, 2010, October 26, 2011 and October 26, 2012. The Restricted Stock Units ("RSUs") provide the reporting person with the right to receive, on the applicable vesting date, either (i) an amount of cash equal to the per share Fair Market Value of the Issuer's common stock as of the vesting date multiplied by the number of shares underlying the RSUs then becoming vested and held by the reporting person or (ii) a number of shares of common stock equal to the whole number of shares underlying the RSUs then becoming vested and held by the reporting person, as elected by the reporting person. Subject to earlier forfeiture under certain limited circumstances, the RSUs vest as to one-third of the award on November 22, 2011, November 22, 2012, and November 22, 2013. Andrew C. Plummer Atty in fact for Christopher H. Atayan 2010-11-29 -----END PRIVACY-ENHANCED MESSAGE-----