-----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, UIhOy5u8Tw6FG4i7ach4pfpYpYC5DYNlmWBxwT7a7c39Nz/1qhGY9occ95Q6DjWG lLL5wyO7GjUhwQjj/ty5rg== 0001042910-98-000240.txt : 19980401 0001042910-98-000240.hdr.sgml : 19980401 ACCESSION NUMBER: 0001042910-98-000240 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19980331 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: AUTOMOBILE PROTECTION CORP APCO CENTRAL INDEX KEY: 0000833441 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT SERVICES [8741] IRS NUMBER: 581582432 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 000-17231 FILM NUMBER: 98583176 BUSINESS ADDRESS: STREET 1: 15 DUNWOODY PK DR STE 100 CITY: ATLANTA STATE: GA ZIP: 30338 BUSINESS PHONE: 4043947070 10-K/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) FORM 10-K/A (X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1995 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 0-17231 --------------------------------------------------------- AUTOMOBILE PROTECTION CORPORATION - APCO - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Georgia 58-1582432 - -------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 15 Dunwoody Park Drive, Suite 100 Atlanta, Georgia 30338 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (770) 394-7070 --------------------- Securities registered pursuant to Section 12(b) of the Act: None ---------------- Securities registered pursuant to Section 12(g) of the Act: Common Stock - Par Value $.001 per share - -------------------------------------------------------------------------------- (Title of class) 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 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. Yes (X) No ( ) Based on the average of the bid and asked prices ($3.97) at the close of business on March 15, 1996, the aggregate market value of the Registrant's common stock held by non-affiliates of the Registrant was approximately $31,385,000. The number of shares outstanding of the Registrant's common stock, $.001 par value, was 9,620,916 on March 15, 1996. DOCUMENTS INCORPORATED BY REFERENCE: None PART IV ------- ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON - ---------------------------------------------------------------- FORM 8-K. - -------- The following documents are filed as part of this report under Part II Item 8: Financial Statements and Financial Statement Schedules. Reference is made to the Index to Financial Statements and Financial Statement Schedules included in Item 8 of Part II hereof, where such documents are listed. Exhibits as required by Item 601 of Regulation S-K:
Exhibit Number Description Page - ------- ----------- ---- 3(a) Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1(a) to the Registrant's Registration Statement on Form S-1 (file number 33-22279) filed with the Commission on June 3, 1988). * 3(b) Certificate of Amendment to Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant's Registration Statement on Form S-1 (file number 33-22279) filed with the Commission on June 3, 1988). * 3(c) By-Laws (incorporated by reference to Exhibit 3.2 to the Registrant's Registration Statement on Form S-1 (file number 33-22279) filed with the Commission on June 3, 1988). * 4(a) Certificate of Designation, Preferences and Rights of Series 1 Class D Preferred Stock (incorporated by reference to Registrant's Current Report on Form 8-K filed with the Commission on December 15, 1988). * 4(b) Certificate of Designation, Preferences and Rights of Series 2 Class D Preferred Stock (incorporated by reference to Registrant's Current Report on Form 8-K filed with the Commission on March 15, 1989). * 10(a) 1988 Stock Option Plan (incorporated by reference to Exhibit 10.1 to the Registrant's Registration Statement on Form S-1 (file number 33-22279) filed with the Commission on June 3, 1988). * 10(b) Outside Directors' Stock Option Plan (incorporated by reference to Exhibit 10.2 to the Registrant's Registration Statement on Form S-1 (file number 33-22279) filed with the Commission on June 3, 1988). * 10(c) Cover Note Between Byas, Mosley & Co., Ltd. and The Aegis Group, Inc. dated June 6, 1991 (incorporated by reference to Exhibit 10(h) to the Registrant's Annual Report on Form 10-K for the year ended August 31, 1991 as filed with the Commission on December 13, 1991). * 10(d) Lease Agreement between Registrant and Dunwoody Shallowford Partners, L.P. dated July 27, 1989 (incorporated by reference to Exhibit 10(e) to the Registrant's Annual Report on Form 10-K filed with the Commission on November 30, 1989) * 10(e) Consulting Agreement and Option and Registration Rights Agreement dated March 29, 1994 between the Registrant and Corporate Management Group, Inc. (incorporated by reference to Exhibit 10(g) to the Registrant's Post Effective Amendment No. 2 to Form S-1 (file number 33-22279) filed with the Commission on May 17, 1994). * 10(f) Third Amendment to Lease Agreement between Registrant and Dunwoody Shallowford Partners, L.P. dated January 27, 1995 44 - 49 10(g) Fourth Amendment to Lease Agreement between Registrant and Dunwoody Shallowford Partners, L.P. dated May 16, 1995. 50 - 51 10(h) Consulting Agreement and Option and Registration Rights Agreement dated January 2, 1996 between the Registrant and John R. Clarke. 52 - 58 10(i) Consulting Agreement and Option and Registration Rights Agreement dated January 2, 1996 between the Registrant and Paul T. Mannion. 59 - 65 10(j) Consulting Agreement and Option and Registration Rights Agreement dated January 2, 1996 between the Registrant and David Cowherd. 66 - 72 10(k) Consulting Agreement and Option and Registration Rights Agreement dated January 2, 1996 between the Registrant and Max Morgulis. 73 - 79 10(l) Consulting Agreement and Option and Registration Rights Agreement dated January 2, 1996 between the Registrant and John Clarke, Paul Mannion, David Cowherd, Max Morgulis and Sutherland, Asbill & Brennan, as escrow agent. 80 - 87 10(m) Consulting Agreement and Option and Registration Rights Agreement dated October 6, 1994 between the Registrant and Ronnie Wohl and Ladenburg Thalmann & Co., Inc. 88 - 94 10(n) Consulting Agreement and Option and Registration Rights Agreement dated October 6, 1994 between the Registrant and Marshall Leeds. 95 - 103 10(o) Consulting Agreement and Option and Registration Rights Agreement dated October 6, 1994 between the Registrant and Leonard J. Sokolow. 104 - 112 10(p) Option Agreement dated October 10, 1995 between the Registrant and Joe Gibbs. 113 - 117 10(q) Option Agreement dated December 18, 1995 between the Registrant and Bobby Labonte. 118 - 121 10(r) Option Agreement dated November 30, 1995 between the Registrant and Cruz Pedregon. 122 - 125 10(s) Option Agreement dated November 30, 1995 between the Registrant and Cory McClenathan. 126 - 129 10(t) Warrant Agreement dated September 1, 1994 between the Registrant and Bix Brown. 130 - 135 10(u) Warrant Agreement dated September 1, 1994 between the Registrant and Frank Shoop. 136 - 141 10(v) Warrant Agreement dated September 1, 1994 between the Registrant and Josephine Shoop. 142 - 147 10(w) Option Agreement dated August 31, 1995 between the Registrant and Mark Wachs. 148 - 151 10(x) Option Agreement dated February 1, 1996 between the Registrant and Mark Wachs. 152 - 155 10(y) Option Agreement dated August 31, 1995 between the Registrant and John Jameson. 156 - 159 10(z) Option Agreement dated August 31, 1995 between the Registrant and The Providence Group. 160 - 163 10(aa) Option Agreement dated August 31, 1995 between the Registrant and The Dealer Group. 164 - 167 10(bb) Option Agreement dated August 31, 1995 between the Registrant and Automotive Development Group. 168 - 171 10(cc) Option Agreement dated August 31, 1995 between the Registrant and Rodger Anderson. 172 - 175 10(dd) Option Agreement dated August 31, 1995 between the Registrant and Cartel Marketing. 176 - 179 10(ee) Option Agreement dated August 31, 1995 between the Registrant and Joe Kuboff. 180 - 183 10(ff) Option Agreement dated August 31, 1995 between the Registrant and Frank Follari. 184 - 187 10(gg) Option Agreement dated August 31, 1995 between the Registrant and David Golden. 188 - 191 10(hh) Option Agreement dated August 31, 1995 between the Registrant and Jerry Henley. 192 - 195 10(ii) Option Agreement dated August 31, 1995 between the Registrant and Jack Atkin. 196 - 199 10(jj) Option Agreement dated August 31, 1995 between the Registrant and Charles Mann. 200 - 203 10(kk) Option Agreement dated August 31, 1995 between the Registrant and TASA. 204 - 207 11 Statement re computation of per share earnings for the year ended December 31, 1995, four months ended December 31, 1994 and fiscal years ended August 31, 1994 and 1993 208 22 Subsidiaries of the Registrant: Name Of State of Subsidiary Incorporation ---------- ------------- APCO Finance and Insurance Systems, Inc. Georgia Aftermarket Profit Plus, Inc. Georgia W.I.N. Systems, Inc. Georgia The Aegis Group, Inc. Georgia Automobile Protection Corporation - APCO Florida 23 Consent of Independent Accountants (Price Waterhouse) 209 27 Financial Data Schedule 210
* Incorporated by reference to the referenced document previously filed by the registrant with the Commission. Reports on Form 8-K SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Automobile Protection Corporation - APCO has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized: AUTOMOBILE PROTECTION CORPORATION - APCO
/s/ Larry Dorfman - ------------------------------------------------------------------------------------------- By: Larry I. Dorfman Date: March 27, 1996 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. /s/ Larry Dorfman - ------------------------------------------------------------------------------------------- Larry I. Dorfman Date: March 27, 1996 President (Principal Executive Officer) and Director /s/ Martin Blank - ------------------------------------------------------------------------------------------- Martin J. Blank Date: March 27, 1996 Chairman of the Board, Secretary (Principal Operating Officer) and Director /s/ Anthony Levinson - ------------------------------------------------------------------------------------------- Anthony R. Levinson Date: March 27, 1996 Chief Financial Officer (Principal Accounting and Financial Officer) /s/ Howard Miller - ------------------------------------------------------------------------------------------- Howard C. Miller Date: March 27, 1996 Director /s/ Mechlin Moore - ------------------------------------------------------------------------------------------- Mechlin D. Moore Date: March 27, 1996 Director
EX-27 2 FDS --
5 1,000 12-MOS DEC-31-1995 DEC-31-1995 10,211 5,092 1,212 36 0 16,147 2,264 1,390 19,592 4,876 0 0 0 10 14,684 19,592 49,211 49,211 39,323 39,323 0 0 0 2,448 922 1,526 0 0 0 1,526 .23 .21
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