sec document

10-K/A 1 form10ka.htm AMENDMENT TO FORM 10-K sec document

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, 2000
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

NEXT GENERATION TECHNOLOGY HOLDINGS, INC.
(f/k/a 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)

590 Madison Avenue, 21st Floor, PMB 2137 NY, NY 10022
----------------------------------------------- ------------------------
(Address of principal executive offices) (Zip code)

Registrant's telephone number including area code: (212) 521-4108
------------------------------

--------------

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. / ___ /

As of March 31, 2001, the aggregate market value of the Registrant's
Common Stock held by non-affiliates of the Registrant was $4,702,976. 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 March 31, 2001, there were 5,717,673 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 17, 2001 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 70 Chairman of the Board of Directors, Chief
Executive Officer & President
Thomas J. Guinan 64 Director
Edward R. Sousa 43 Director
John H. Wyant 54 Director
Michael P. Schall 47 Director
Russell D. Glass 38 Director

DONALD C. SCHMITT has been a director of the Company since 1989, Chairman
of the Board since August 1997 and Chief Executive Officer and President since
June 2000. From 1977 through the sale of substantially all the assets of the
Company in September 1999, Mr. Schmitt was the chairman of the board, president,
chief executive officer and a principal stockholder of The Shur-Good Biscuit
Co., Inc., distributor of cookies, crackers and salty snack foods. Mr. Schmitt
is also chairman of the board of Excellence Alliance Group, Inc., which is
privately owned, vice chairman of the board of Miller Buckeye Biscuit Co., which
is 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 a director since September 1999 and was the
Company's Chief Executive Officer and President from September 1999 through June
2000. Mr. Guinan is currently President and Chief Executive Officer of the Mello
Buttercup Ice Cream Company. 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.

-1-

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 the founder and has been the managing partner of Blue Chip Venture
Company, a venture capital firm with approximately $700 million under management
that concentrates on financing companies primarily based in the Western United
States, since its inception in 1990. Mr. Wyant also serves as a director of
various private companies and two other publicly traded companies, Regent
Communications, Inc. and USInternetworking, Inc. 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 December 2000, Mr. Schall has been President and Chief Executive Officer
of the B. Manischewitz Company L.L.C. From July 1994 until November 2000, Mr.
Schall was the President and Chief Executive Officer of Guiltless Gourmet, Inc.,
a manufacturer and marketer of all-natural snack foods. From 1987 to June 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., a subsidiary of
Unilever. Mr. Schall holds a B.S. in marketing from California State University
and an M.B.A. from the University of Southern California Graduate.

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. 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 of Lowestfare.com,
Inc., an internet travel reservations company. Since April 2000, Mr. Glass has
also been serving as the President and Chief Executive Officer of Cadus
Pharmaceutical Corporation, a firm which holds various biotechnology patents.
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 served as a director
of Automated Travel Systems, Inc., a software development firm; he currently
serves as a director of the following companies: Axiom Biotechnology Inc., a
developer of pharmacology profiling systems; Cadus Pharmaceutical Corp.;
Lowestfare.com, Inc., 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.

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, 2000
(collectively, the "Named Executive Officers").

-2-

SUMMARY COMPENSATION TABLE

Long-Term
Compensation
Annual Compensation Awards
--------------------------------------------------- ------
Other Annual Securities
Name and Compensation Underlying All Other
Principal Position Year Salary($) Bonus($) ($)(1) Options(#) Compensation
------------------ ---- --------- -------- ------ ----------- ------------

Donald C. Schmitt 2000 - - 38,500(2) - 15,625(3)
Chairman, President and
Chief Executive Officer

Thomas J. Guinan 2000 50,000(3) - 55,006(4) - 5,192(5)
Chief Executive Officer 1999 45,100(6) - - - 5,000(7)
1998 - - - - -

Jeffry W. Weiner 2000 53,305(8) - 155,000(9) - 3,625(10)
Chief Financial Officer 1999 142,600 - - - 11,000(11)
1998 133,920 35,000 - - 9,125(12)
----------

1. Although the officers receive certain perquisites, the value of such
perquisites for any officer did not exceed the lesser of $50,000 or 10% of
the officer's salary and bonus, except as set forth in the table above.

2. Annual Chairman's fee.

3. On May 30, 2000, the Board of Directors approved the issuance of 25,000
shares of Common Stock with an aggregate market value of $15,625 in
consideration of services rendered to the Company.

4. Mr. Guinan served as Chief Executive Officer and was employed by the
Company until June 2000 with annual salary of $120,000.

5. Payment made pursuant to a consulting agreement with the Company for
services to be rendered following the sale of substantially all of the
assets of the Company.

6. Payment of 1999 accrued vacation time of $5,192.

7. Mr. Guinan began employment in September 1999 with an annual base salary of
$120,000.

8. Payment of temporary living allowance.

9. Mr. Weiner served as Chief Financial Officer and was employed by the
Company until June 2000 with an annual base salary of $130,000.

10. Payment made pursuant to a consulting agreement with the Company for
services to be rendered following the sale of substantially all of the
assets of the Company.

11. Payment of automobile expenses of $2,500 and payout of 1999 accrued
vacation time of $1,125.

-3-

12. Payment of automobile expenses of $6,000 and payout of 1998 accrued
vacation time of $5,000.

13. Payment of automobile expenses of $5,500 and payout of 1997 accrued
vacation time of $3,625.

OPTION GRANTS

No stock options were granted to the Named Executive Officers during the
year ended December 31, 2000 except for 1,500 options granted to Mr. Schmitt for
serving as a director. In May 2000, the Board of Directors approved an amendment
to the terms of Jeff Weiner's options extending their expiration dates through
the original expiration dates if Mr. Weiner's employment with the Company
terminated.

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, 2000. The following table sets forth certain information
regarding unexercised options held by each of the Named Executive Officers at
December 31, 2000.

Number of Securities Value of Unexercised
Underlying Unexercised In-The-Money
Options Held at Options at
December 31, 2000(#) December 31, 2000($)
-------------------- --------------------
Name Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ------------- ----------- -------------

Donald C. Schmitt 64,750 750 - -

CONSULTING AGREEMENTS

The Company entered into consulting agreements with Messrs. Guinan and
Weiner pursuant to which they would provide certain consulting services to the
Company following the Company's sale of substantially all of its assets. Mr.
Guinan received $55,006 and Mr. Weiner received $155,000 from the Company
pursuant to these agreements.

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 65,000 shares of
Common Stock are outstanding under the Formula Plan at an exercise price between
$0.625 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 INTERLOCKS

For the year ended December 31, 2000, 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.

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, 2001 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
Beneficially Percent of
Owned(2) Class(2)
-------- --------
Name and Address(1)

Donald C. Schmitt(3) 214,750 3.7%

T. J. Guinan(4) 750 *

John H. Wyant(5) 14,000 *

Edward Sousa(6) 5,250 *

Michael P. Schall(7) 2,250 *

Russell D. Glass(8) 1,500,686 25.1%

Little Meadow Corp.(9) 1,498,436 25.1%

All directors and officers as a group 1,737,686 28.5%
(6 persons) (3)(4)(5)(6)(7)(8)

-------------

* 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 Next Generation Technology Holdings, Inc., 590 Madison
Avenue, 21st Floor, PMB 2137, New York, New York 10022.

(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.

-5-

(3) Includes of (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, 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) 1,500 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;
and (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. 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.

(4) Consists of 750 shares of Common Stock issuable upon exercise of options
exercisable through December 31, 2010 at a price of $0.625 per share.

(5) Consists of (i) 10,250 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 1,500 shares, all at a price of $6.00 per share;
(ii) 1,500 shares of Common Stock issuable upon exercise of options
exercisable through December 31, 2008, at a price of $12.375 per share;
(iii) 1,500 shares of Common Stock issuable upon exercise of options
through December 31, 2009 at a price of $1.50 per share; and (iv) 750
shares of Common Stock issuable upon exercise of options through December
31, 2010 at a price of $0.625 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;
(ii) 1,500 shares of Common Stock issuable upon exercise of options through
December 31, 2009 at a price per share of $1.50 per share; and (iii) 750
shares of Common Stock issuable upon exercise of options through December
2010 at a price of $0.625 per share.

(7) Consists of (i) 1,500 shares of Common Stock issuable upon exercise of
options exercisable through February 10, 2009, at a price of $11.375 per
share; (ii) 750 shares of Common Stock issuable upon exercise of options
through December 31, 2010 at a price of $0.625 per share.

-6-

(8) Consists of 1,500 shares of Common Stock issuable upon exercise of options
exercisable through April 11, 2009, at a price of $10.75 per share; and
(ii) 750 shares of Common Stock issuable upon exercise of options through
December 31, 2010 at a price of $0.625 per share. Mr. Glass, as a director
of Little Meadow Corp., may be is deemed to beneficially own 1,257,108
shares of Common Stock and 251,328 shares of Common Stock issuable upon
conversion of 35,000 shares of Series B Preferred Stock, all of which is
held beneficially by Little Meadow Corp.

(9) Includes 251,328 shares of Common Stock issuable upon conversion of 35,000
shares of Series B Preferred Stock held by Little Meadow Corp.

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, 2000, except that Mr. Schmitt inadvertently
failed to file on Form 4 three transactions involving the Company's preferred
stock, all of which were disclosed in a Form 5 that was timely filed with the
Commission.

ITEM 13. CERTAIN RELATIONSHIPS & RELATED TRANSACTIONS

During the period January 1, 2000 through March 31, 2001, the Company
entered into the following transaction with Donald Schmitt, Chairman of the
Board. On June 1, 2000, the Company issued Mr. Schmitt 25,000 shares of Common
Stock with a market value of $15,625 for services rendered.

On March 15, 2000, the Company entered into an agreement with one of its
suppliers (whose sole stockholder is a stockholder of the Company and was a
director of the Company until December 1997) and Mr. Schmitt whereby Mr. Schmitt
personally assumed the remaining liability by paying $100,000 in cash and
issuing a promissory note for $401,084. During 2000, the Company reimbursed Mr.
Schmitt for the payments he made on the Company's behalf and the entire
obligation has been satisfied.

-7-

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.

NEXT GENERATION TECHNOLOGY HOLDINGS, INC.
(Registrant)

Dated: April 30, 2001 /s/ Donald C. Schmitt
------------------------------
Donald C. Schmitt
Chairman, President and Chief Executive 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

April 30, 2001 /s/ Donald C. Schmitt
------------------------------
Donald C. Schmitt
Chairman, President & Chief Executive Officer

April 30, 2001 *
------------------------------
Michael P. Schall
Director

April 30, 2001
------------------------------
Edward R. Sousa
Director

April 30, 2001 *
------------------------------
John H. Wyant
Director

April 30, 2001 *
------------------------------
Thomas J. Guinan
Director
April 30, 2001 *
------------------------------
Russell D. Glass
Director

* By: /s/ Donald C. Schmitt
--------------------------
Donald C. Schmitt
Attorney-in-fact