10-K/A 1 tenka.txt AMENDMENT NO. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No.1 For Annual and Transition Reports Pursuant to Sections 13 or 15 (d) of the Securities Exchange Act of 1934 [X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended June 30, 2002 [ ] 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: 0-14961 PRIMESOURCE HEALTHCARE, INC. (Exact name of registrant as specified in its charter) MASSACHUSETTS 04-2741310 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 3700 EAST COLUMBIA STREET - TUCSON, ARIZONA - 85714 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (520) 512-1100 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 PER SHARE (Title of class) Indicate by checkmark 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 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 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 ] The estimated aggregate market value of the voting common stock held by non-affiliates of the registrant was $1,943,689 as of December 31, 2002. Because PrimeSource's common stock is not listed or quoted on an exchange, this computation is based on an estimated market value of $.32 per share of common stock as of December 31, 2002. As of December 31, 2002, 22,379,345 shares of common stock, $.01 par value, were issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: None. 2 The undersigned registrant hereby amends the following item of its Annual Report on Form 10-K for the fiscal year ended June 30, 2002 as set forth in the pages attached hereto: ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT (a) Directors of PrimeSource: Following are the names and ages, as of January 29, 2003, of members of our board of directors and summaries of their backgrounds and business experience. Name Age Director Since Position Term Ends ---- --- -------------- -------- --------- James W. Hobbs 52 1993 Director 2003 William H. Lomicka 65 2001 Director and Chairman of the Board 2004 Larry H. Coleman, Ph.D 59 2001 Director 2005 Bradford C. Walker 44 2002 Director, Chief Executive Officer and 2005 President
CLASS III DIRECTOR SERVING A TERM EXPIRING AT THE 2003 ANNUAL MEETING JAMES W. HOBBS, DIRECTOR -- Mr. Hobbs has been on our Board of Directors since 1993. From March, 1993 to March 1, 2001, Mr. Hobbs served as our President and Chief Executive Officer. Prior to that, Mr. Hobbs was the Chief Executive Officer of Graylyn Associates from 1992 to 1993, where he currently serves as Chairman. Graylyn is an investment firm founded by Mr. Hobbs to invest in early stage medical technology. Prior to Graylyn, Mr. Hobbs served as the President and Chief Executive Officer of Genica Pharmaceutical Inc. from 1989 to 1992. Acquired by Elan Corporation, Genica Pharmaceutical Inc. was a corporation engaged in providing new diagnostic assays and conducting therapeutic research for neurological disorders. Mr. Hobbs was with Johnson and Johnson as the Vice President and General Manager of Johnson and Johnson Professional Diagnostics from 1985 to 1989. Mr. Hobbs received his B.S. degree from Wake Forest University and earned his M.B.A. from the University of North Carolina. CLASS I DIRECTOR SERVING A TERM EXPIRING AT THE 2004 ANNUAL MEETING WILLIAM H. LOMICKA, DIRECTOR -- Mr. Lomicka was appointed to our Board of Directors on March 2, 2001, pursuant to our merger with PrimeSource Surgical. Mr. Lomicka is the Chairman of Coulter Ridge Capital, a private investment firm. From 1989 to 1998, Mr. Lomicka was President of Mayfair Capital, a private investment firm. Mr. Lomicka, formerly the Senior V.P. Finance of Humana, Inc., presently serves on the boards of numerous companies, both public and private. Representative companies include: Pomeroy Computer Resources, Spectracare, Medventure Technologies, Broadband Laboratories, Franklin Health and Counsel Corporation. Mr. Lomicka graduated from the College of Wooster in Wooster, Ohio, and earned his M.B.A. from the Wharton Graduate School of the University of Pennsylvania. 3 CLASS II DIRECTORS SERVING A TERM EXPIRING AT THE 2005 ANNUAL MEETING LARRY H. COLEMAN, PH.D., DIRECTOR -- Dr. Coleman was appointed to our Board of Directors on March 2, 2001, pursuant to our merger with PrimeSource Surgical. Dr. Coleman is the founder and Managing General Partner of Coleman Swenson Booth Inc., a private venture capital fund established in 1986. Dr. Coleman began his venture capital career in 1983 as President of HCA Capital, a wholly-owned subsidiary of Columbia/HCA Healthcare Corporation. Dr. Coleman has served as a director on the boards of over 20 companies and is currently a board member of MediSphere Health Partners, Inc., LifeMetrix, Inc., ClearTrack Information Network, Inc., and Active Services Corporation. Dr. Coleman graduated from the University of North Carolina with an A.B. and earned his Ph.D. from the University of South Dakota. BRADFORD C. WALKER, PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR - Mr. Walker has over twenty years of experience managing and advising companies in a variety of industries. Mr. Walker has served as our President since October 2001, a Director since May 16, 2002 and our Chief Executive Officer since August 2002. Prior to his permanent position with us, Mr. Walker had served as our Chief Restructuring Officer since October 2001. Prior to his work at PrimeSource, Mr. Walker was a Managing Director with Corporate Revitalization Partners from 2000 to 2001, where he consulted companies undertaking a restructuring. From 1988 to 2001 (as an independent consultant and in association with numerous consulting firms), Mr. Walker led or participated in over 30 corporate turnarounds, including as Chief Executive Officer of a company which filed for bankruptcy protection in 2001. In addition, Mr. Walker guaranteed certain loans and leases for a company in which he was the sole stockholder and, as a result of defaults on such obligations by the company and threats of claims against him based on such obligations, Mr. Walker was involved in a bankruptcy proceeding which commenced in 2002. From 1983-1988, Mr. Walker was a partner with Beane Walker & Co where he was responsible for its "high tech" venture capital investments. During that time, Mr. Walker also served as president of InCare, the nation's first PC based intranet-billing network for physicians. Mr. Walker began his career in 1980 at Arthur Andersen & Co. Mr. Walker graduated cum laude from Baylor University with a bachelors degree in Business Administration and Computer Sciences. (b) Executive Officers of PrimeSource: Following are the names and ages, as of January 29, 2003, of our executive officers, their positions and, for our executive officers which are not also directors, summaries of their backgrounds and business experience. Name Age Position Bradford C. Walker 44 President, Chief Executive Officer and Director Joseph H. Potenza 56 Senior Vice President of Sales & Marketing Shaun D. McMeans 41 Chief Financial Officer and Senior Vice President Corporate Development Samuel M. Stein 63 General Manager, Luxtec Illumination Division Bruce R. Hoadley 44 Regional Vice President, Surgical Southeast Region Scott F. Billman 46 Regional Vice President, Surgical Central Region Mark A. Jungers 50 Regional Vice President, Critical Care Peter A. Miller 57 Regional Manager, Critical Care
4 JOSEPH H. POTENZA, SENIOR VICE PRESIDENT OF SALES & MARKETING - Mr. Potenza has over twenty-five years of experience in the medical supply industry. Mr. Potenza has served as our Senior Vice President of Sales & Marketing since December 21, 2001. Prior to that, Mr. Potenza had served as our Vice President of Corporate Accounts since February 2001. Prior to joining PrimeSource in February 2001, Mr. Potenza worked for McKessonHBOC as Vice President of their Corporate Program and Medibuy where he was responsible for their National Accounts and Corporate Program. Mr. Potenza spent 20 years with American Hospital Supply Corporation / Baxter Healthcare Corporation from 1977 to 1997 beginning as a Sales Representative and culminating as the Eastern Region President, running a $750 million distribution business with 650 employees and seven distribution facilities. He received his bachelor's degree from Norwich University and an MBA from Central Michigan University. SHAUN D. MCMEANS, CHIEF FINANCIAL OFFICER, CHIEF OPERATING OFFICER AND CLERK - Mr. McMeans has over 18 years experience in manufacturing and distribution businesses, specializing in financial management, accounting and corporate development. Prior to being named our Chief Financial Officer and Chief Operating Officer in January 2002, Mr. McMeans had also served as our Vice President of Operations and Corporate Controller. Prior to joining PrimeSource in April 2000, Mr. McMeans held a number of financial and operational positions with Burnham Corporation, a leading domestic manufacturer and distributor of residential and commercial boilers for residential heating and commercial process applications. He holds a bachelor's degree in accounting from The Pennsylvania State University and is a certified public accountant. He began his career in public accounting with the former Peat, Marwick, Mitchell and Company. SAMUEL M. STEIN, GENERAL MANAGER - LUXTEC ILLUMINATION DIVISION - Mr. Stein has an extensive background in the development of young, high growth, technically oriented companies. Prior to becoming the General Manager of the Luxtec Division in March 2001, Mr. Stein served as Luxtec's Chief Financial Officer. Prior to joining Luxtec in 1993, Mr. Stein served as Chief Operating and Chief Financial Officer of Mitrol, Inc. of which he was also co-founder. He has held the position of Chief Financial Officer with companies ranging from young start-ups to subsidiaries of Fortune 500 corporations. He holds a bachelor's degree in Business Administration from the University of Toledo. BRUCE R. HOADLEY, REGIONAL VICE PRESIDENT - PRIMESOURCE SURGICAL, SOUTHEAST REGION - Mr. Hoadley has an extensive background in med-surg and critical care product sales and management. Prior to becoming the Regional Vice President and Manager of our Surgical business in the Southeastern United States in June 1999, Mr. Hoadley served as the Sales Manager for Futuretech, a leading distributor of specialty medical products to the surgical market in the Southeastern United States. PrimeSource Surgical acquired Futuretech in June 1999. Mr. Hoadley joined Futuretech in 1991. Prior to joining Futuretech, Mr. Hoadley held sales management positions with Kendall Healthcare and Devon. He holds a bachelor's degree in marketing from the University of Alabama. 5 SCOTT F. BILLMAN, REGIONAL VICE PRESIDENT - PRIMESOURCE SURGICAL, CENTRAL REGION - Mr. Billman has extensive experience in sales, marketing and operations management. Prior to joining PrimeSource in March 2002, Mr. Billman held several management positions in the healthcare industry. He most recently served as Senior Vice President, Product Marketing for Medi-buy, Inc. Mr. Billman holds a bachelor's degree and an MBA from Bowling Green State University. MARK A. JUNGERS, REGIONAL VICE PRESIDENT - PRIMESOURCE CRITICAL CARE - Mr. Jungers has an extensive background in medical-surgical and critical care product sales and management. Prior to becoming the Regional Vice President and Manager of our Critical Care business in the Southeastern United States in June 1999, Mr. Jungers served as the Sales Manager for Bimeco, a leading distributor of specialty medical products to the critical care market in the Southeastern United States. PrimeSource Surgical acquired Bimeco in June 1999. Mr. Jungers joined Bimeco in 1979. Prior to joining Bimeco, Mr. Jungers held sales and marketing positions with Extracorporeal Medical Division of Johnson & Johnson. He holds a bachelor's degree in Business Administration from Marquette University. PETER A. MILLER, REGIONAL MANAGER - PRIMESOURCE CRITICAL CARE - Mr. Miller has an extensive background and over 30 years experience in the medical distribution industry. Prior to becoming the Regional Manager of our Critical Care business in the Northeastern United States in December 2000, Mr. Miller served as President of New England Medical Specialties, a company he founded in 1985. PrimeSource Surgical acquired New England Medical Specialties in December 2000. Prior to founding New England Medical Specialties, Mr. Miller held positions in sales and upper management with Foster Medical. 6 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. PRIMESOURCE HEALTHCARE, INC. By /s/ Bradford C. Walker -------------------------- Bradford C. Walker, President and Chief Executive Officer February 6, 2003 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. Signature Title Date /s/ William H. Lomicka Director February 6, 2003 ------------------------ William H. Lomicka /s/ Larry H. Coleman Director February 6, 2003 ------------------------ Larry H. Coleman /s/ Bradford C. Walker President, Chief February 6, 2003 ------------------------ Executive Officer, Director Bradford C. Walker Director February 6, 2003 ------------------------ James W. Hobbs /s/ Shaun McMeans Chief Financial Officer, February 6, 2003 ------------------------ Chief Operating Officer Shaun McMeans And Treasurer I, Bradford C. Walker, certify that: 1. I have reviewed this annual report on Form 10-K of PrimeSource Healthcare, Inc.; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; Date: February 6, 2003 /s/ Bradford C. Walker -------------------------- Name: Bradford C. Walker Title: President and Chief Executive Officer I, Shaun McMeans, certify that: 1. I have reviewed this annual report on Form 10-K of PrimeSource Healthcare, Inc.; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; Date: February 6, 2003 /s/ Shaun McMeans -------------------------- Name: Shaun McMeans Title: Chief Operating Officer and Chief Financial Officer