10-K/A 1 a2045507z10-ka.txt 10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A 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 NUMBER: 0-27986 ITEQ, INC. (Exact name of registrant as specified in its charter) DELAWARE 41-1667001 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 2727 ALLEN PARKWAY, SUITE 760, HOUSTON, TEXAS 77019 (Address of principal executive offices) (zip code) Registrant's telephone number, including area code: 713-285-2700 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: None SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NAME OF EACH EXCHANGE TITLE OF EACH CLASS ON WHICH REGISTERED Common Stock, $.001 par value Nasdaq National Market Preferred Stock Purchase Rights Nasdaq National Market 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. Aggregate market value of the voting stock held by nonaffiliates of the registrant as of April 3, 2001 was $792,525. As of April 3, 2001, there were 28,304,465 shares of the registrant's Common Stock, $.001 par value, outstanding. Documents incorporated by reference. Certain portions of the registrant's definitive Proxy Statement for the 2001 Annual Meeting of Shareholders ("Proxy Statement") are incorporated in Part III by reference. 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, on the 13th day of April, 2001. ITEQ, Inc. (Registrant) By: /s/ WILLIAM P. REID ------------------------------ William P. Reid Chief Executive Officer, President and Secretary Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities indicated and on the 13th day of April, 2001. SIGNATURE TITLE --------- ----- /s/ WILLIAM P. REID Chief Executive Officer, President ---------------------------- and Secretary William P. Reid /s/ THOMAS N. AMONETT ---------------------------- Director Thomas N. Amonett ---------------------------- Director Pierre S. Melcher /s/ ROY RIMMER ---------------------------- Director Roy Rimmer /s/ DOUGLAS R. HARRINGTON JR. Vice President and Chief Financial ---------------------------- Officer Douglas R. Harrington Jr. 38 PART IV ITEM 14. FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES, EXHIBITS AND REPORTS ON FORM 8-K (a)(1) AND (2) FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES See "Index to Financial Statements" set forth on page F-1. (a)(3) EXHIBITS EXHIBIT NUMBER DESCRIPTION 3.1 - Amended and Restated Certificate of Incorporation of the Registrant. (Filed as Appendix E to the Joint Proxy Statement/Prospectus of the Registrant and Astrotech on October 3, 1997 and incorporated herein by reference). 3.2 - Amended and Restated Bylaws of the Registrant. (Filed as an exhibit to Form 10-Q for the quarter ended September 30, 1997 and incorporated herein by reference). 4.1 - See Exhibits 3.1 and 3.2 for provisions of the Certificate of Incorporation and Bylaws of the Registrant defining the rights of holders of Common Stock. 4.2 - Second Amendment to Revolving Credit Agreement, dated as of December 14, 1998, among the Registrant, the Guarantors and various lending institutions including BankBoston, N.A., as gent, and Deutsche Bank AG, as Documentation Agent (Filed as an exhibit to Form 8-K filed December 22, 1998 and incorporated herein by reference). 4.3 - First Amendment to Rights Agreement effective November 19, 1998 between the Registrant and Harris Trust and Savings Bank, as Rights Agent. (Filed as an exhibit to Form 8-K filed November 20, 1998 and incorporated herein by reference). 11 EXHIBIT NUMBER DESCRIPTION 4.4 - Rights Agreement dated as of September 4, 1998 between the Registrant and Harris Trust and Savings Bank, as Rights Agent, which includes as Exhibit C thereto the Form of Right Certificate. (Filed as an exhibit to Form 8-K filed September 15, 1998 and incorporated herein by reference). 4.5 - Revolving Credit Agreement dated as of October 28, 1997 by and among the Registrant, the Guarantors and various lending institutions including Deutsche Bank AG as Documentation Agent and BankBoston, N.A. as Agent. (Filed as an exhibit to Form 10-Q for the quarter ended September 30, 1997 and incorporated herein by reference). 4.6 - Warrant Agreement, dated November 18, 1996, between the Registrant and International Mezzanine Capital, B.V. ("Mezzanine"). (Filed as an exhibit to Form 8-K dated December 5, 1996 and incorporated herein by reference). 4.7 - Warrant Agreement dated November 18, 1996, between the Registrant and First Commerce Corporation ("First Commerce"). (Filed as an exhibit to Form 8-K dated December 5, 1996 and incorporated herein by reference). 4.8 - Registration Rights Agreement dated November 18, 1996, among the Registrant, Mezzanine, and First Commerce. (Filed as an exhibit to Form 8-K dated December 5, 1996 and incorporated herein by reference). 4.9 - Third Amendment to Revolving Credit Amendment, dated as of March 26, 1999, among the Registrant, the Guarantors and various lending institutions including BankBoston, B.A., as Agent, and Deutsche Bank AG, as Documentation Agent. (Filed as an exhibit to Form 10-Q/A for the quarter ended September 30, 1999 and incorporated herein by reference). 4.10 - Fourth Amendment to Revolving Credit Agreement, dated as of June 16, 1999, among the Registrant, the Guarantors and various lending institutions including BankBoston, N.A., as Agent, and Deutsche Bank AG, as Documentation Agent. (Filed as an exhibit to Form 10-Q/A for the quarter ended September 30, 1999 and incorporated herein by reference). 4.11 - Fifth Amendment to Revolving Credit Agreement, dated as of July 30, 1999, among the Registrant, the Guarantors and various lending institutions including BankBoston, N.A., as Agent, and Deutsche Bank AG, as Documentation Agent. (Filed as an exhibit to Form 10-Q/A for the quarter ended September 30, 1999 and incorporated herein by reference). 4.12 - Sixth Amendment and Limited Waiver to Revolving Credit Agreement, dated as of September 3, 1999, among the Registrant, the Guarantors and various lending institutions including BankBoston, N.A., as Agent, and Deutsche Bank AG, as Documentation Agent. (Filed as an exhibit to Form 10-Q/A for the quarter ended September 30, 1999 and incorporated herein by reference). 4.13 - Limited Waiver Regarding Disposition of Certain Assets and Certain Financial Covenants for the Revolving Credit Agreement, dated as of September 30, 1999, among the Registrant, the Guarantors and various lending institutions including BankBoston, N.A., as Agent, Deutsche Bank AG, as Documentation Agent. (Filed as an exhibit to Form 10-Q/A for the quarter ended September 30, 1999 and incorporated herein by reference). 4.14 - Seventh Amendment to Revolving Credit Agreement, dated as of November 15, 1999, among the Registrant, the Guarantors and various lending institutions including BankBoston, N.A., as Agent, and Deutsche Bank AG, as Documentation Agent. (Filed as an exhibit to Form 10-Q/A for the quarter ended September 30, 1999 and incorporated herein by reference). 4.15 - Limited Waiver for the Revolving Disposition of Certain Assets for the Revolving Credit Agreement, dated as of November 23, 1999, among the Registrant, the Guarantors and various lending institutions including BankBoston, N.A., as Agent, and Deutsche Bank AG, as Documentation Agent. (Filed as an exhibit to Form 10-K for the year ended December 31, 1999 and incorporated herein by reference). 12 EXHIBIT NUMBER DESCRIPTION 4.16 - Limited Waiver for the Revolving Credit Agreement, dated as of December 10, 1999 among the Registrant, the Guarantors and various lending institutions including BankBoston, N.A. as Agent, and Deutsche Bank as Documentation Agent. (Filed as an exhibit to Form 10-K for the year ended December 31, 1999 and incorporated herein by reference). 4.17 - Limited Waiver Regarding Certain Covenants and Disposition of Certain Assets for the Revolving Credit Agreement, dated as of January 24, 2000, among the Registrant, the Guarantors and various lending institutions including BankBoston, N.A. as Agent, and Deutsche Bank AG, as Documentation Agent. (Filed as an exhibit to Form 10-K for the year ended December 31, 1999 and incorporated herein by reference). 4.18 - Limited Waiver and Eight Amendment to the Revolving Credit Agreement, dated as of April 3, 2000, among the Registrant, the Guarantors and various lending institutions including Fleet National Bank (f/k/a/ BankBoston, N.A.), as Agent, and Deutsche Bank AG, as Documentation Agent. (Filed as an exhibit to Form 10-K for the year ended December 31, 1999 and incorporated herein by reference). 4.19 - Limited Waiver and Ninth Amendment to the Revolving Credit Agreement, dated as of July 7, 2000, among the Registrant, the Guarantors and various lending institutions including Fleet National Bank (f/k/a/ BankBoston, N.A.), as Agent, and DeustchelBank AG, as Documentation Agent. (Filed as an exhibit to Form 10-Q for the quarter ended June 30, 2000 and incorporated herein by reference). *4.20 - Limited Waiver to Revolving Credit Agreement, dated March 13, 2001 among the Registrant, the Guarantors and various lending institutions, including Fleet National Bank (f/k/a BankBoston N.A.) as agent and Deutsche Bank as Documentation Agent. 10.1 - Plan and Agreement of Merger dated as of June 30, 1997, by and between the Registrant and Astrotech International Corporation ("Astrotech"). (Filed as Appendix A to the Joint Proxy Statement/Prospectus of the Registrant and Astrotech on October 3, 1997 and incorporated herein by reference). 10.2 - Stock Purchase Agreement dated as of April 30, 1997, by and between Jared A. Trussler, Ray E. Crosno and Leslie D. Scott ("Sellers") and Astrotech (predecessor-in-interest to the Registrant). (Filed as an exhibit to Form 8-K of Astrotech dated as of May 14, 1997 and incorporated herein by reference). 10.3 - Stock Purchase Agreement, dated April 24, 1997, among the owners of Exell, Inc. ("Exell") and the Registrant. (Filed as an exhibit to Amendment No. 2 to the Registrant's Registration Statement on Form S-2 (No. 333-23245) and incorporated herein by reference). 10.4 - First and Second Amendment to Exell Stock Purchase Agreement among the owners of Exell and the Registrant. (Filed as an exhibit to Form 10-Q for the quarter ending June 30, 1997 and incorporated herein by reference). 10.5 - Amendment No. 2, as of February 28, 1997, to the Stock Purchase Agreement dated February 7, 1994, by and among Astrotech (predecessor-in-interest to the Registrant), Brown-Minneapolis Tank & Fabricating Company ("BMT") and Irwin Jacobs. (Filed as an exhibit to Form 10-Q for the quarter ended March 31, 1997 of Astrotech and incorporated herein by reference). 10.6 - Purchase and Sale Agreement, dated as of the Effective Date (as defined therein), between Babel, Miller & Blackwell Partnership (the "Partnership") and the Registrant. (Filed as an exhibit to Form 8-K dated August 28, 1997 and incorporated herein by reference). 13 EXHIBIT NUMBER DESCRIPTION 10.7 - First Amendment to Purchase and Sale Agreement, effective August 13, 1997, among the Partnership, Beaumont Franklin Street Properties, L.L.C. ("BFSP"), Neches Street Properties, L.L.C. ("NSP") and the Registrant. (Filed as an exhibit to Form 8-K dated August 28, 1997 and incorporated herein by reference). 10.8 - Agreement dated January 29, 1999 between the Registrant and William P. Reid. (Filed as an exhibit to Form 10-K for the year ended December 31, 1999 and incorporated herein by reference). 10.9 - First Amendment to Employment Agreement Between William P. Reid and ITEQ, Inc. dated March 20, 2000. (Filed as an exhibit to Form 10-K for the year ended December 31, 1999 and incorporated herein by reference). 10.10 - Employment Agreement dated June 30, 1999 for Mark E. Johnson. (Filed as an exhibit to Form 10-Q for the quarter ended June 30, 1999 and incorporated herein by reference). 10.11 - Agreement dated May 1, 2000 between the Registrant and Douglas R. Harrington, Jr. (filed as an exhibit to Form 10-Q for the quarter ended June 30, 2000 and incorporated hereby by reference). 10.12 - Employees Stock Purchase Plan, as amended, dated December 15, 1994. (Filed as an exhibit to Form 10-K for year ended December 31, 1994 and incorporated herein by reference). 10.13 - Director Stock Option Plan, as amended. (Plan filed as an exhibit to Proxy Statement for Annual Meeting of Stockholders held on June 29, 1995, and amendment filed as an exhibit to Form 10-Q for the quarter ended June 30, 1996 both of which are incorporated herein by reference). 10.14 - Amended and Restated ITEQ 1990 Stock Option Plan. (Filed as Appendix D to Joint Proxy Statement/Prospectus of the Registrant and Astrotech on October 3, 1997 and incorporated herein by reference). 10.15 - 1984 Stock Option Plan. (Filed as an exhibit to Astrotech's Registration Statement on Form S-8 (No. 33-3360) and incorporated herein by reference). 10.16 - 1989 Stock Incentive Plan. (Filed as an exhibit to Astrotech's Registration Statement on Form S-8 (No. 33-2975) and incorporated herein by reference). 10.17 - The 1994 Stock Option Plan for the Employees of BMT. (Filed as an exhibit to Astrotech's Registration Statement on Form S-8 (No. 33-85106) and incorporated herein by reference). 10.18 - 1995 Non-Employee Directors' Stock Option Plan. (Filed as an exhibit to Astrotech's Proxy Statement of Astrotech for the Annual Meeting of Shareholders filed on or about April 10, 1995). 10.19 - Lease, dated August 13, 1997 among Beaumont Franklin Street Properties, L.L.C., Neches Street Properties, L.L.C. and Exell. (Filed as an exhibit to Form 8-K dated August 28, 1997 and incorporated herein by reference). 10.20 - Lease Agreement dated May 25, 1994, between Halligan and Labbe Enterprises, L.L.C. and Amerex Industries, Inc. (Filed as an exhibit to Form 10-K for the year ended December 31, 1994 and incorporated herein by reference). 10.21 - License and Technical Assistance Agreement dated August 28, 1991, between Interel Environmental Technologies, Inc. and Heinrich Luhr Staubtechnik GmbH & Co. (Filed as an exhibit to Form S-1 (No. 33-44205) and incorporated herein by reference). 10.22 - Asset Purchase Agreement between HMT, Inc., as Buyer, ITEQ, Inc., as Parent and ITEQ Storage Systems, Inc., ITEQ Construction Services, Inc. and ITEQ Tank Services, Inc., as Sellers, dated January 28, 2000. (Filed as an exhibit to Form 10-K for the year ended December 31, 1999 and incorporated herein by reference). 14 EXHIBIT NUMBER DESCRIPTION 10.23 - First Amendment to Asset Purchase Agreement between HMT, Inc., as Buyer, ITEQ, Inc., as Parent and ITEQ Storage Systems, Inc., ITEQ Construction Services, Inc. and ITEQ Tank Services, Inc., as Sellers, dated March 13, 2000. (Filed as an exhibit to Form 10-K for the year ended December 31, 1999 and incorporated herein by reference). 23.1 - Consent of Arthur Andersen LLP. (Filed as an exhibit to Form 10-K for the year ended December 31, 2000 and incorporated herein by reference). * Filed herewith. (b) REPORTS ON FORM 8-K The Company did not file any reports on Form 8-K during the fourth quarter of 2000. 15