10-K405/A 1 e-6902.txt AMENDMENT NO. 1 TO FORM 10-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-1004 FORM 10-K/A (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2000 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 0-27646 GUM TECH INTERNATIONAL, INC. (Name of small business issuer in its charter) UTAH 87-0482806 (State or Other Jurisdiction (I.R.S. Employer Identification No.) of Incorporation or Organization) 246 East Watkins Street Phoenix, AZ 85004 (602) 252-1617 (Address of principal executive offices, Issuer's Telephone Number, Including Area Code) Securities registered pursuant to Section 12(g) of the Act: No Par Value Common Stock Nasdaq National Market Check whether the Registrant (1) 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 contained herein of delinquent filers in response to Item 405 of Regulation S-B, and will not be contained, to the best of the 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] As of March 28, 2001, 9,187,047 shares of the Registrant's Common Stock were outstanding. As of March 28, 2001, the market value of the Registrant's Common Stock, excluding shares held by affiliates, was approximately $77.3 million. PART IV ITEM 14. EXHIBITS, LIST AND REPORTS ON FORM 8-K EXHIBITS Exhibit No. Title ----------- ----- 3.01 Certificate of Incorporation and Amendments thereto of Gum Tech(1) 3.02 Bylaws of Gum Tech(1) 10.2 Consulting Agreement with Gary S. Kehoe (8) 10.01 1995 Stock Option Plan(1) 10.02 Amendment to Stock Option Plan(1) 10.03 Employment Contract with Gary S. Kehoe(1) 10.04 Employment Contract with William J. Hemelt (2) 10.05 Lease Agreement - Phoenix, Arizona manufacturing facility(1) 10.06 Lease Agreement between Gum Tech and Beardsley & 1-17 L.L.C., for the lease of packaging/warehouse facility (3) Exhibit No. Title ----------- ----- 10.07 Form of Manufacturing Agreement (4) 10.08 Operating Agreement of Gel Tech, LLC (5) 10.09 Credit Agreement between Gel Tech LLC and Imperial Bank (6) 10.10 Securities Purchase Agreement with Citadel Investment Group (7) 10.11 Shareholders' Agreement between the Registrant and Swedish Match AB (8) 10.12 Asset Purchase Agreement between Gum Tech and Wm. Wrigley Jr. Company (9)* 10.13 First Amendment to the Operating Agreement of Gel Tech, LLC + 23 Consent of Angell & Deering ---------- (1) Incorporated by reference to the Registrant's Registration Statement on Form SB-2 declared effective by the Commission on April 24, 1996, file number 333-870. (2) Incorporated by reference to the Registrant's Report on Form 10-QSB for the quarter ending September 30, 1998, file number 000-27646. (3) Incorporated by reference to the Registrant's Report on Form 10-KSB for the year ending December 31, 1997, file number 000-27646. (4) Incorporated by reference to the Registrant's 10-KSB filed March 31, 1999. (5) Incorporated by reference to the Registrant's Report on Form 10-QSB for the quarter ending March 31, 1999, file number 000-27646. (6) Incorporated by reference to the Registrant's Report on Form 10-Q for the quarter ending March 31, 2000, file number 000-27646. (7) Incorporated by reference to the Registrant's Form 8-K filed June 9, 1999. (8) Incorporated by reference to the Registrant's Report on Form 10-Q for the quarter ended June 30, 2000, file number 000-27646. (9) Certain Confidential Information contained in this Exhibit was omitted by means of redacting a portion of the text and replacing it with an asterisk. This Exhibit has been filed separately with the Secretary of the Securities and Exchange Commission without the redaction pursuant to a Confidential Treatment Request under Rule 24b-2 of the Securities Exchange Act of 1934. * Filed herewith + Previously filed with the Company's 10K on April 2, 2001. REPORTS ON FORM 8-K None. SIGNATURES In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized, in Phoenix, Arizona, on June 6, 2001. GUM TECH INTERNATIONAL, INC. By: /s/ Gary S. Kehoe --------------------------------------- Gary S. Kehoe President and Chief Operating Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dated indicated: Signature Title Date --------- ----- ---- /s/ William D. Boone Chairman of the Board of Directors June 6, 2001 ------------------------ William D. Boone /s/ Edward E. Faber Director June 6, 2001 ------------------------ Edward E. Faber /s/ William J. Hemelt Secretary, Chief Financial Officer June 6, 2001 ------------------------ (Principal Financial Officer), William J. Hemelt Principal Accounting Officer /s/ Edward J. Walsh Director June 6, 2001 ------------------------ Edward J. Walsh /s/ Kenneth R. Waters Director June 6, 2001 ------------------------ Kenneth R. Waters /s/ William A. Yuan Director June 6, 2001 ------------------------ William A. Yuan /s/ Michael A. Zeher Director June 6, 2001 ------------------------ Michael A. Zeher