-----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, BPIh3IDXUrJCUccZJITAP9CyDM2ZFTpqjKd4EvfUvnW+JnCL+pjHjLS66iO5qyr/ rXxHVT/8fxglnXXd2XS2HQ== 0000921895-00-000333.txt : 20000502 0000921895-00-000333.hdr.sgml : 20000502 ACCESSION NUMBER: 0000921895-00-000333 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000501 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DELICIOUS BRANDS INC CENTRAL INDEX KEY: 0001059976 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-GROCERIES & RELATED PRODUCTS [5140] IRS NUMBER: 061255882 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 000-24941 FILM NUMBER: 615166 BUSINESS ADDRESS: STREET 1: 2070 MAPLE STREET CITY: DES PLAINES STATE: IL ZIP: 60018 BUSINESS PHONE: 8476995900 MAIL ADDRESS: STREET 1: 2720 RIVER RD STREET 2: STE 126 CITY: DES PLAINES STATE: IL ZIP: 60018 FORMER COMPANY: FORMER CONFORMED NAME: DELICIOUS FROOKIE CO INC /DE/ DATE OF NAME CHANGE: 19980417 10-K/A 1 FORM 10-K/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) (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, 1999 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______________ to _______________ Commission file number 000-24941 DELICIOUS BRANDS, INC. - -------------------------------------------------------------------------------- (Exact name of the registrant as specified in its charter) DELAWARE 06-1255882 - ------------------------------- ---------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 2070 MAPLE STREET, DES PLAINES, ILLINOIS 60018 - ---------------------------------------- ---------- (Address of principal executive offices) (Zip code) Registrant's telephone number including area code: (847) 699-3200 ---------------------- ------------------------------ Securities Registered Pursuant to Section 12(b) of the Act: NONE Securities Registered Pursuant to Section 12(g) of the Act: Common Stock, $.01 par value 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 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. YES /X/ NO / / As of April 26, 2000, the aggregate market value of the Registrant's Common Stock held by non-affiliates of the Registrant was $3,522,814. Solely for the purposes of this calculation, shares held by directors and officers of the Registrant have been excluded. Such exclusion should not be deemed a determination or an admission by the Registrant that such individuals are in fact, affiliates of the Registrant. As of April 26, 2000, there were 4,697,085 shares outstanding of the Registrant's Common Stock. Documents Incorporated by Reference: None. Explanatory Note This Amendment No. 1 on Form 10-K/A (this "Amendment") is being filed in order to amend the Registrant's Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 14, 2000 to include the information required to be disclosed in Part III thereof. Part III of this Annual Report is hereby amended in its entirety to add the following information: PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT The following are the members of the Company's Board of Directors and the Company's executive officers.
NAME AGE POSITION - ------------------------------------------------------------------------------------------------------------ Donald C. Schmitt....................... 68 Chairman of the Board of Directors Thomas J. Guinan........................ 62 Chief Executive Officer, President and Director Jeffry W. Weiner........................ 49 Executive Vice President, Chief Financial Officer, Treasurer and Secretary Edward R. Sousa......................... 42 Director John H. Wyant........................... 53 Director Michael P. Schall....................... 46 Director Russell D. Glass........................ 37 Director
Donald C. Schmitt has been a director of the Company since 1989 and Chairman of the Board since August 1997. Since 1977, Mr. Schmitt has been the chairman of the board, president, chief executive officer and a principal stockholder of The Shur-Good Biscuit Co., Inc. ("Shur-Good"), distributor of cookies, crackers and salty snack foods. Shur-Good is a distributor of the Company. See "Certain Relationships and Related Transactions." Mr. Schmitt is also vice chairman of the board of Miller Buckeye Biscuit Co., a director of Core Resources Inc., both of which are privately-owned, and the former president of the Biscuit and Crackers Distributor Association. He won the Xavier University Executive Achievement Award in 1993. Mr. Schmitt was also awarded a Papal appointment to the Equestrian Order of Holy Sepulchre by the Catholic Church in 1995. Mr. Schmitt holds a B.A. in accounting from Xavier University. Thomas J. Guinan has been the Company's Chief Executive Officer and President and a director since September 1999. Mr. Guinan has over thirty years of experience in turning around and managing premium branded food companies. He was co-founder and partner of Blazek Associates, which provides consulting and acquisition intermediary services to equity funds. In addition, Mr. Guinan provided consulting services to SMS Brands and served on its advisory board, where he worked closely on the acquisitions of YoFarm Yogurt and Lemon Chill. He also served as the interim CEO and Director of both the Cape Cod Potato Chips Company, Inc. and the Frozfruit Company. Mr. Guinan was the COO of the Pinkerton Group, and previously held executive and/or senior management positions at Alberto Culver, PET Inc., Lipton/Unilever, and General Foods. Mr. Guinan holds a B.A. from Manhattan College. Jeffry W. Weiner has been the Company's Executive Vice President since January 1999, the Treasurer and Secretary since October 1997 and the Chief Financial Officer since March 1996. From March 1996 to December 1998, Mr. Weiner was the Company's Vice President. Mr. Weiner was a consultant in the consumer electronics industry from 1994 until March 1996. From 1977 to 1994, Mr. Weiner was employed in several positions, most recently as senior vice president of finance and administration, by Cobra Electronics Corporation, a publicly held marketer of radar detectors, cordless telephones and answering machines to retail stores. Mr. Weiner holds a B.S. in accounting from the University of Illinois, and is a Certified Public Accountant. Edward R. Sousa has been a director of the Company since February 1998. Mr. Sousa has been a practicing attorney in New York for more than five years. Mr. Sousa holds a B.A. from Brandeis University and a J.D. from the University of Pennsylvania. John H. Wyant has been a director of the Company since December 1997. Mr. Wyant was a co-founder and has been the managing partner of Blue Chip Venture Company, a venture capital firm with approximately $180 million under management that concentrates on financing companies primarily based in the mid-western United States, since its inception in 1990. Mr. Wyant also serves as a director of various private companies and three publicly traded companies, Regent Communications, Inc., USInternetworking, Inc. and Zaring National Corporation, of which he is vice chairman of the board of directors. Mr. Wyant was a director of the Company from 1990 to 1996. Mr. Wyant holds a B.A. in political science from Denison University and a J.D. from Salmon P. Chase College of Law. Michael P. Schall has been a director of the Company since February 1999. Since July 1995, Mr. Schall has been the president of Guiltless Gourmet, Inc. ("Guiltless"), a manufacturer and marketer of all-natural snack foods. From July 1994 to July 1995, Mr. Schall was the senior vice president of Guiltless. From 1987 to 1994, Mr. Schall was President of Strategic Marketing Methods, a marketing consulting firm to the retail and packaged goods industry. From 1985 to 1987, Mr. Schall was Vice President of Marketing and Sales for the grocery products division of Prepared Products Company. From 1980 to 1985, Mr. Schall served in various capacities in brand management for Lawry's Foods, Inc. Mr. Schall holds a B.S. in marketing from California State University - Los Angeles and an M.B.A. from the University of Southern California Graduate School of Business. Russell D. Glass has been a director of the Company since April 1999 and was so elected pursuant to the terms of the Securities Purchase Agreement by and between the Company and Little Meadow Corp., a company whose sole stockholder is Carl C. Icahn (the "Little Meadow Agreement"). Since April 1998, Mr. Glass has been President and Chief Investment Officer of Icahn Associates Corp., a diversified investment firm. Since August 1998, Mr. Glass has also served as vice chairman and director of Lowestfare.com, Inc., an internet travel reservations company. Previously, Mr. Glass had been a partner in Relational Investors LLC, from 1996 to 1998, and in Premier Partners Inc., from 1988 to 1996, firms engaged in investment research and management. From 1984 to 1986, Mr. Glass served as an investment banker with Kidder, Peabody & Co. Mr. Glass serves as a director of Automated Travel Systems, Inc., a software development firm; Cadus Pharmaceutical Corp., a biotechnology company; National Energy Group, Inc., an oil & gas exploration and production company; and the A.G. Spanos Corporation, a national real estate developer and owner of the NFL San Diego Chargers Football Club. Mr. Glass holds a B.A. in economics from Princeton University and an M.B.A. from the Stanford University Graduate School of Business. Meetings and Committees of the Board of Directors For the fiscal year ended December 31, 1999, there were fourteen meetings of the Board of Directors. From time to time, the members of the Board of Directors act by unanimous written consent pursuant to the laws of the State of Delaware. The Company's By-laws were amended to provide for a Nominating Committee, the function of which is to select the persons who shall be the Company's nominees to stand for election to the Board. To date the members of the Nominating Committee have not been selected. The Board of Directors has created an Audit Committee, a Compensation Committee and a Stock Option Committee. The function of the Audit Committee is to recommend annually to the Board of Directors the appointment of the independent accountants of the Company; review with the independent accountants the scope of the annual audit and review their final report relating thereto; review with the independent accountants the accounting practices and policies of the Company; review with the internal and independent accountants the overall accounting and financial controls of the Company; be available to independent accountants during the year for consultation; and review related party transactions by the Company on an ongoing basis and review potential conflicts of interest situations where appropriate. The Compensation Committee recommends to the Board of Directors compensation for the Company's key employees. The Stock Option Committee administers the Company's stock option plans. The members of the Audit Committee are Messrs. Schmitt, Schall, Sousa and Wyant. The members of the Compensation Committee are Messrs. Schmitt, Schall and Wyant. The members of the Stock Option Committee are Messrs. Wyant and Schall. ITEM 11. EXECUTIVE COMPENSATION The following table sets forth, for the fiscal years indicated, certain information concerning the compensation of the Company's Chief Executive Officer and each other most highly compensated executive officers of the Company whose aggregate compensation exceeded $100,000 during the year ended December 31, 1999 (collectively, the "Named Executive Officers"). -2- SUMMARY COMPENSATION TABLE
Long-Term Annual Compensation Compensation ------------------------------------------- ------------ Awards Other Annual Securities Name and Compensation Underlying All Other Principal Position Year Salary($) Bonus($) ($)(1) Options(#) Compensation ------------------ ---- --------- -------- ------ ---------- ------------ Thomas J. Guinan President and Chief 1999 45,100(2) - - - 5,000(3) Executive Officer Michael J. Kirby Chief Executive Officer 1999 148,960(4) - - - 34,340(4) 1998 189,583(5) - - - 85,626(6) 1997 50,350(5) - - 90,000 8,000(7) Jeffry W. Weiner Chief Financial Officer 1999 142,600 - - - 11,000(8) 1998 133,920 35,000 - - 9,125(9) 1997 113,750 30,000 - 75,000 $ 7,500(10) Gerald Kellogg Vice President of Sales 1999 99,500(11) - - 50,000 $28,858(11)
- ---------- (1) Although the officers receive certain perquisites, the value of such perquisites did not exceed for any officer the lesser of $50,000 or 10% of the officer's salary and bonus. (2) Mr. Guinan began employment with the Company in September 1999 at the base salary of $120,000 annually. (3) Consists of a temporary living allowance. (4) Mr. Kirby left the Company in September 1999 and received $26,610 in severance compensation and $1,730 of accrued vacation. During his employment, Mr. Kirby received an auto allowance of $600 per month or $6,000 in 1999. (5) Mr. Kirby began employment with the Company in August 1997 at a base salary of $130,000 per annum. Mr. Kirby's base salary increased to $200,000 per annum on April 3, 1998. Additionally, Mr. Kirby receives an auto allowance of $600 per month. (6) Consists of taxable relocation costs of $78,426 and automobile expenses of $7,200. (7) Consists of a relocation allowance of $5,000 and automobile expenses of $3,000. (8) Consists of automobile expenses of $6,000 and payout of 1999 accrued vacation time of $5,000. (9) Consists of automobile expenses of $5,500 and payout of 1997 accrued vacation time of $3,625. (10) Consists of a payout of 1996 accrued vacation time. (11) Mr. Kellogg began employment with the Company in April, 1999 and left the Company in December, 1999. He received $4,000 for automobile expenses and $24,358 for relocation expenses. -3- Option Grants No stock options were granted to the Named Executive Officers during the year ended December 31, 1999 except for 50,000 options granted to Mr. Kellogg all of which expired as of March 31, 2000. Aggregated Option Exercises and Year-End Option Values Table No stock options were exercised by the Named Executive Officers during the year ended December 31, 1999. The following table sets forth certain information regarding unexercised options held by each of the Named Executive Officers at December 31, 1999. Number of Securities Value of Unexercised Underlying Unexercised In-The-Money Options Held at Options at December 31, 1999(#) December 31, 1999($) ----------------------------- --------------------------- Name Exercisable Unexercisable Exercisable Unexercisable Jeffry W. Weiner 75,000 - - - Employment Agreements The Company has entered into an employment agreement with Thomas Guinan pursuant to which Mr. Guinan has agreed to serve as Chief Executive Officer and President of the Company for a term of one year. The agreement provides for payment of $120,000 per year, a signing bonus of $5,000, and a bonus of .3% of the net proceeds in the event the Company experiences a change in control. The total of all three occurrences shall exceed $150,000 for the year. The employment agreement provides that Mr. Guinan not compete or engage in a competitive business during the term of the agreement and for the period of one year thereafter. The Company entered into a severance agreement with Executive Vice President and Chief Financial Officer Jeffrey Weiner in the event Mr. Weiner is terminated due to a sale of the Company or reorganization. Mr. Weiner would receive a one time lump sum payment of $130,000 at the consummation of any transaction, and equivalent executive health insurance benefits for one year after the transaction. The severance agreement provides that Mr. Weiner not compete or engage in a competitive business for a period of one year thereafter. Compensation of Directors Each eligible non-employee director receives an annual grant of options to purchase 1,500 shares of Common Stock pursuant to the 1994 Formula Stock Option Plan (the "Formula Plan") at an exercise price equal to fair market value on the date of grant and $1,500 per Board meeting attended. The Formula Plan was adopted to provide an incentive for non-employee directors. Non-employee directors who hold more than 5% of the outstanding shares of stock of the Company or who are in control of such a holder are ineligible to receive stock option grants under the Formula Plan. Non-employee directors may also irrevocably elect to be ineligible to receive stock option grants under the Formula Plan. Options to purchase up to 75,000 shares of Common Stock may be granted under the Formula Plan. Options are granted under the Formula Plan, without approval or discretion on the part of the Board to non-employee directors as follows: each non-employee director, on the date such non-employee director is elected receives options to purchase 1,500 shares of Common Stock, which vest and become exercisable in three equal installments, one-third on the date of grant and one-third on each of the first and second anniversaries of such grant. Each non-employee director who has been a director of the Company for at least one year and has met certain other requirements receives on each January 1 options to purchase an additional 1,500 shares of Common Stock, which will vest and become exercisable in two equal installments, one-half on the date of grant and one-half on the first anniversary of such grant. Currently, options to purchase 59,000 shares of Common Stock are outstanding under the Formula Plan at an exercise price between $1.50 and $12.38 per share. -4- All directors are reimbursed for their reasonable out-of-pocket expenses incurred in connection with their duties to the Company. Compensation Committee Report on Executive Compensation General. The Compensation Committee determines the cash and other incentive compensation, if any, to be paid to the Company's executive officers. The Stock Option Committee is responsible for the administration and award of the Company's stock option plans. Compensation Philosophy. The Compensation Committee's executive compensation philosophy is to base management's pay, in part, on achievement of the Company's annual and long-term performance goals, to provide competitive levels of compensation, to recognize individual initiative, achievement and length of service to the Company and to assist the Company in attracting and retaining qualified management. The Compensation Committee also believes that the potential for equity ownership by management is beneficial in aligning managements' and stockholders' interests in the enhancement of stockholder value. Salaries. Base salaries for the Company's executive officers are determined initially by evaluating the responsibilities of the position held and the experience of the individual, food industry and management experience and by reference to the competitive marketplace for management talent. Annual salary adjustments are determined by: i) evaluating the financial results achieved by the Company; ii) the performance of the executive particularly with respect to the ability to manage growth and profitability of the Company; iii) the length of the executive's service to the Company; and iv) any increased responsibilities assumed by the executive. The Company has employment agreements with Messrs. Guinan and Weiner which set base salaries for such individuals. These base salaries are based on and are reviewed annually in accordance with factors described in this paragraph and the terms of the employment agreements. See "Summary Compensation Table - Employment Agreements." Annual Bonuses. The Company does not currently have a formal bonus plan for its executives, but from time to time considers the payment of discretionary bonuses to its executive officers. Bonuses would be determined based upon the level of achievement by the Company and upon the level of personal achievement by its executive officers. Compensation of Chief Executive Officer. Mr. Guinan's base salary in 1999 was $120,000 and was determined by contract. Compensation Committee: Donald J. Schmitt Michael P. Schall John H.Wyant Compensation Committee Interlocks For the year ended December 31, 1999, the Compensation Committee consisted of Messrs. Schmitt, Scholl and Wyant. Except as set forth in "Certain Relationships and Related Transactions," none of such Directors was a party to any transaction with the Company which requires disclosure under Item 402(j) of Regulation S-K. Common Stock Performance The following graph compares the total return on the Company's Common Stock from the commencement of trading of the Company's Common Stock on November 12, 1998 to the total returns of the Standard & Poor's Small Cap 600 Index and the Standard & Poor's Foods Industry Small Cap 600 Index (the "Peer Group"). -5- COMPARISON OF TOTAL RETURN
Company Index Name November 12, 1998 December 31, 1998 December 31, 1999 ------------------ ----------------- ----------------- ----------------- Delicious Brands, Inc. $100.00 103.13 11.72 S&P Foods (600) Index $100.00 104.60 74.44 S&P SmallCap 600 Index $100.00 107.68 121.04
Assumes $100 invested on November 12, 1998 in the Company's Common Stock, the Standard & Poor's SmallCap 600 Index and the Peer Group. The calculations in the table were made on a dividends reinvested basis. There can be no assurance that the Company's Common Stock performance will continue with the same or similar trends depicted in the above graph. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth certain information with respect to the beneficial ownership of Common Stock of the Company as of March 31, 2000 for (i) each person known by the Company to own beneficially more than 5% of the outstanding Common Stock, (ii) each of the Named Executive Officers of the Company, (iii) each of the Company's directors and (iv) all directors and officers as a group.
Shares Percent of Name and Address(1) Beneficially Owned(2) Class(2) ------------------- --------------------- -------- T. J. Guinan.................................................. 0 * Jeffry W. Weiner(3)........................................... 75,000 * Donald C. Schmitt(4).......................................... 501,500 5.3% John H. Wyant(5).............................................. 28,250 * Edward Sousa(6)............................................... 3,750 * Michael P. Schall(7).......................................... 1,000 * Russell D. Glass(8)........................................... 1,291,738 13.6% Little Meadow Corp. (9)....................................... 1,291,238 13.6% H.T. Ardinger(10)............................................. 2,184,015 23% Douglas Akins(11)............................................. 1,690,580 17.8% All directors and officers as a group ........................ 1,901,238 20.1% (7 persons) (3)(4)(5)(6)(7)(8)
-6- - --------------- * Less than one percent (1%) of outstanding Common Stock. (1) Except as otherwise indicated, the address for each of the named individuals is c/o Delicious Brands, Inc., 2070 Maple Street, Des Plaines, Illinois 60018. (2) Except as otherwise indicated, the stockholders listed in the table have sole voting and investment power with respect to all shares of Common Stock beneficially owned by them. Pursuant to the rules and regulations of the Commission, shares of Common Stock that an individual or group has a right to acquire within 60 days pursuant to the exercise of warrants or options are deemed to be outstanding for the purposes of computing the percentage ownership of such individual or group, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person shown in the table. (3) Consists of (i) 50,000 shares of Common Stock issuable upon exercise of options exercisable through March 18, 2001, at a price of $6.00 per share and (ii) 25,000 shares of Common Stock issuable upon exercise of options exercisable through March 14, 2003, at a price of $6.00 per share. (4) Includes (i) 25,000 shares of Common Stock issuable upon exercise of options exercisable through November 8, 2004, at a price of $6.00 per share; (ii) 37,500 shares of Common Stock issuable upon exercise of options exercisable through August 4, 2004 with respect to 6,500 shares, through December 31, 2004 with respect to 1,500 shares, through December 31, 2005 with respect to 1,500 shares, through December 31, 2006 with respect to 1,500 shares, through December 17, 2007 with respect to 25,000 shares and through December 31, 2 2007 with respect to 1,500 shares, all at a price of $6.00 per share; (iii) 1,500 shares of Common Stock issuable upon exercise of options exercisable through December 31, 2008, at a price of $12.375 per share; (iv) 750 shares of Common Stock issuable upon excise of options exercisable through December 31, 2009 at a price per share of $1.50; (v) 13,000 shares of Common Stock issuable upon exercise of warrants exercisable through April 27, 2001, at a price of $4.00 per share, of which warrants to purchase 4,000 shares of Common Stock are held by an individual retirement account ("IRA") for the benefit of Mr. Schmitt, warrants to purchase 5,000 shares of Common Stock are held by Mr. Schmitt together with his wife and 4,000 shares are held by an IRA for the benefit of Mr. Schmitt's wife, of which shares Mr. Schmitt disclaims beneficial ownership; (vi) 23,750 shares of Common Stock issuable upon conversion of 23,750 shares of Series A Preferred Stock, which automatically convert on August 1, 2001 if not earlier converted, of which 5,000 shares of Series A Preferred Stock are held by an IRA for the benefit of Mr. Schmitt, 6,250 shares of Series A Preferred Stock are held by Mr. Schmitt together with his wife and 5,000 shares of Series A Preferred Stock are held by an IRA for the benefit of Mr. Schmitt's wife, and 7,500 shares of Series A Preferred Stock held by a trust for the benefit of Ms. Ruth Schmitt of which Mr. Schmitt is custodian; (vii) 150,000 shares of Common Stock issuable upon conversion of 15,000 shares of Series C Preferred Stock; and (viii) 250,000 shares of Common Stock issuable upon conversion of 25,000 shares of Series D Preferred Stock. Excludes (i) 37,900 shares of Common Stock held by Donald Schmitt's adult children, of which shares Mr. Schmitt disclaims beneficial ownership; (ii) 19,600 shares of Common Stock issuable upon exercise of warrants exercisable through April 27, 2001, at a price of $4.00 per share, held by Mr. Schmitt's adult children and his mother, of which shares Mr. Schmitt disclaims beneficial ownership; and (iii) 28,750 shares of Common Stock issuable upon conversion of 28,750 shares of Series A Preferred Stock, which automatically convert on August 1, 2001 if not earlier converted, held by Mr. Schmitt's adult children and his mother, of which shares Mr. Schmitt disclaims beneficial ownership. (5) Consists of (i) 6,250 shares of Common Stock issuable upon exercise of options exercisable through December 9, 2000, at a price of $2.80 per share; and (ii) 9,750 shares of Common Stock issuable upon exercise of options exercisable through August 14, 2004 with respect to 6,500 shares, through December 31, 2004 with respect to 1,500 shares, through December 31, 2005 with respect to 750 shares and through December 21, 2007 with respect to 1,000 shares, all at a price of $6.00 per share; (iii) 1,500 shares of Common Stock issuable upon exercise of options exercisable through December 31, 2008, at a price of $12.375 per share; and (iv) 750 shares of Common Stock issuable upon exercise of options through December 31, 2009 at a price of $1.50 per share. (6) Consists of (i) 3,000 shares of Common Stock issuable upon exercise of options exercisable through March 24, 2009 at a price of $10.25 per share; and (ii) 750 shares of Common Stock issuable upon exercise of options through December 31, 2009 at a price per share of $1.50 per share. (7) Consists of (i) 1,000 shares of Common Stock issuable upon exercise of options exercisable through February 10, 2009, at a price of $11.375 per share. -7- (8) Consists of 500 shares of Common Stock issuable upon exercise of options exercisable through April 11, 2009, at a price of $10.75 per share; and (ii) Mr. Glass as a director of Little Meadows Corp is deemed to beneficially own 1,291,238 shares of Common Stock held by Little Meadows Corp. which is reflected in the table above. (9) Includes (i) 251,328 shares of Common Stock issuable upon conversion of 35,000 shares of Series B Preferred Stock; and (ii) 34,130 shares of Common Stock issuable upon conversion of 3,413 shares of Series C Preferred Stock issued in payment of the fee paid to Icahn Associates Corp., an affiliate of Little Meadows Corp., in relation to services rendered in connection with the Series C private placement. (10) Includes (i) 1,000,000 shares of Common Stock issuable upon conversion of 100,000 shares of Series C Preferred Stock; (ii) 250,000 shares of Common Stock issuable upon conversion of 25,000 shares of Series D Preferred Stock.; and (iii) 650,000 shares of Common Stock issuable upon conversion of an 8% convertible promissory note. (11) Includes (i) 20,343 shares of Common Stock held in an IRA for the benefit of Mr. Adkins; (ii) 750,000 shares of Common Stock issuable upon conversion of 75,000 shares of Series C Preferred Stock held in the name of the Baker Family Trust which Mr. Adkins is the trustee and has sole voting power for the trust; (iii) 250,000 shares of Common Stock issuable upon conversion of 25,000 shares of Series D Preferred Stock held in the name of the Family Partnership which Mr. Adkins has sole voting power on behalf of the partnership; (iv) 250,000 shares of Common Stock issuable upon conversion of 25,000 shares of Series D Preferred Stock held in the name of the Baker Family Trust which Mr. Adkins is the trustee and has sole voting power for the trust; and (v) 400,000 shares of Common Stock issuable upon conversion of an 8% convertible promissory note. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Securities Exchange Act of 1934, as amended, 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 (the "Commission"). Officers, directors and greater than ten percent stockholders are required by the Commission's regulations to furnish the Company with copies of all Section 16(a) forms they file. The Company believes, based solely on review of copies of such forms furnished to the Company, or written representations that no Form 5's were required, that all Section 16(a) filing requirements applicable to its officers, directors and greater than ten percent beneficial owners were complied with during the year ended December 31, 1999. -8- 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. DELICIOUS BRANDS, INC. (Registrant) Dated: May 1, 2000 /s/ Thomas J. Guinan ----------------------------------------------------- Thomas J. Guinan President, Director and Chief Executive Officer Dated: May 1, 2000 /s/ Jeffry W. Weiner ----------------------------------------------------- Jeffry W. Weiner Executive Vice President and Chief Financial Officer 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 and on the dates indicated. DATE SIGNATURE - ---- --------- May 1, 2000 * ----------------------------------------------------- Donald C. Schmitt Director and Chairman May 1, 2000 * ----------------------------------------------------- Michael P. Schall Director May 1, 2000 * ----------------------------------------------------- Edward R. Sousa Director May 1, 2000 * ----------------------------------------------------- John H. Wyant Director May 1, 2000 /s/ Thomas J. Guinan ----------------------------------------------------- Thomas J. Guinan President, Chief Executive Officer and Director May 1, 2000 * ----------------------------------------------------- Russell D. Glass Director * By: /s/ Thomas J. Guinan ----------------------- Thomas J. Guinan Attorney-in-fact -9- -----END PRIVACY-ENHANCED MESSAGE-----