-----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, GKMxDEEG3x3Y5Z7r/pr4msadPp+9Q2amIZAxURaW3GVFwWbjwh+NQL8MAhxx1N43 hYkgaZiI4yqUearwQzw9yQ== 0001005477-98-001137.txt : 19980407 0001005477-98-001137.hdr.sgml : 19980407 ACCESSION NUMBER: 0001005477-98-001137 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980406 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIBERMARK INC CENTRAL INDEX KEY: 0000887591 STANDARD INDUSTRIAL CLASSIFICATION: PAPERBOARD MILLS [2631] IRS NUMBER: 820429330 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 001-12865 FILM NUMBER: 98587809 BUSINESS ADDRESS: STREET 1: BRUDIES RD STREET 2: PO BOX 498 CITY: BRATTLEBORO STATE: VT ZIP: 05302 BUSINESS PHONE: 8022570365 FORMER COMPANY: FORMER CONFORMED NAME: SPECIALTY PAPERBOARD INC DATE OF NAME CHANGE: 19940527 10-K/A 1 AMENDMENT TO FORM 10-K ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------- Form 10-K/A ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1997 Commission file number 0-20231 FIBERMARK, INC. (Exact name of Registrant as specified in its charter) Delaware 82-0429330 (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 161 Wellington Road, P.O. Box 498 Brattleboro, Vermont 05302 (Address of principal executive offices, including zip code) (802) 257-0365 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.001 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 and 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 be the best of Registrant's knowledge, in definitive proxy or infor-mation statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. |_| The approximate aggregate market value of the Common Stock held by non-affiliates of the Registrant, based upon the last sale price of the Common Stock reported on the New York Stock Exchange was $186,587,467 as of March 16, 1998.* The number of shares of Common Stock outstanding was 7,733,781 as of March 16, 1998. DOCUMENTS INCORPORATED BY REFERENCE (To the extent indicated herein) Registrant's definitive Proxy Statement that will be filed with the Securities and Exchange Commission in connection with Registrant's 1997 annual meeting of stockholders to be held on May 5, 1998 is incorporated by reference into Part III of this Report. - -------------------------------------------------------------------------------- * Excludes 2,595,211 shares of Common Stock held by directors and officers and stockholders whose beneficial ownership exceeds five percent of the shares outstanding March 16, 1998. Exclusion of shares held by any person should not be construed to indicate that such person possesses the power, direct or indirect, to direct or cause the direction of the management or policies of the Registrant, or that such person is controlled by or under common control with the Registrant. 1 ================================================================================ Item 14(a)(3) Exhibits Number Description - ------ ----------- 2.1(11) Share Purchase Agreement dated as of November 26, 1997, among Steinbeis Holding GmbH ("Steinbeis"), Zetaphoenicis Beteiligungs GmbH and Thetaphoenicis Beteiligungs GmbH. 3.1(1) Restated Certificate of Incorporation of the Company as amended through March 25, 1997. 3.2(10) Certificate of Ownership and Merger of FiberMark, Inc. with and into Specialty Paperboard, Inc. filed with the Secretary of State of Delaware on March 26, 1997. 3.3(1) Restated By-laws. 4.1(1) Reference is made to Exhibits 3.1, 3.2 and 3.3. 4.2(1) Specimen stock certificate. 4.3(9) Indenture dated as of October 15, 1996 (the "Indenture") among the Company, CPG Co., Specialty Paperboard/Endura, Inc. ("Endura") and the Wilmington Trust Company ("Wilmington"). 4.4(9) Specimen Certificate of 9 3/8% Series A Senior Note due 2006 (included in Exhibit 4.3 hereof). 4.5(9) Specimen Certificate of 9 3/8% Series B Senior Note due 2006 (included in Exhibit 4.3 hereof). 4.6(9) Form of Guarantee of Senior Notes issued pursuant to the Indenture (included in Exhibit 4.3 hereof). 4.7(9) Registration Rights Agreement dated as of October 16, 1996 among the Company, Endura, CPG Co. and BT Securities Corporation. 10.1(5) Lease Agreement dated April 29, 1994, between CIT Group/Equipment Financing Inc. ("CIT/Financing") and the Company. 10.2(5) Grant of Security Interest in Patents, Trademarks and Leases dated April 29, 1994, between the Company and CIT/Financing. 10.3(5) Bill of Sale dated April 29, 1994, to CIT/Financing. 10.4(1)(3) Form of Indemnity Agreement entered into between the Company and its directors and executive officers. 10.5(1)(3) The Company's 1992 Amended and Restated Stock Option Plan and related form of Option Agreement. 10.6(1) Paper Procurement Agreement, between the Company and Acco-U.S.A. 10.7(8) Paper Procurement Agreement, between the Company and Pajco/Holliston, dated February 23, 1995. 10.8(1) Energy Service Agreement (Latex mill), dated as of November 19, 1992, between Kamine and the Company. 10.9(2) Amendment No. 1 to the Energy Service Agreement (Latex mill), dated as of May 7, 1993, between Kamine and the Company. 10.10(1) Energy Service Agreement (Lewis mill), dated as of November 19, 1992, between Kamine and the Company. 10.11(2) Amendment No. 1 to the Energy Service Agreement (Lewis mill), dated as of May 7, 1993, between Kamine and the Company. 10.12(1) Restated Ground Lease, dated as of November 19, 1992, between Kamine and the Company. 10.13(1) Beaver Falls Cogeneration Buyout Agreement, dated as of November 20, 1992, between Kamine, Kamine Beaver Falls Cogen. Co., Inc. and the Company. 10.14(2) Consent and Agreement (Energy Services Agreement), dated as of May 7, 1993, by the Company. 10.15(2) First Amendment of Restated Ground Lease, dated as of May 7, 1993, between Kamine and the Company. 10.16(2) Memorandum of Lease, dated as of May 7, 1993, between Kamine and the Company. 10.17(2) Lessor Consent and Estoppel Certificate, dated as of May 7, 1993, between the Company and Deutsche Bank AG, New York Branch, Ansaldo Industria of America, Inc. and SV Beavers Falls, Inc. 10.18(7)(3) The Company's 1994 Stock Option Plan and related forms of Option Agreements. 10.19(7)(3) The Company's 1994 Directors Stock Option Plan and related form of Option Agreement. 10.20(9)(3) Amendment to the Company's 1994 Directors Stock Option Plan. 10.21(4)(3) The Company's Executive Bonus Plan. 10.22(9) Deed of Lease between James River Paper Company, Inc. and CPG-Virginia Inc. dated as of October 31, 1993. 10.23(9) Amended and Restated Agreement of Lease, between Arnold Barsky doing business as A&C Realty and Arcon Mills Inc., dated June 1, 1988. 10.24(9) Lease Agreement dated November 15, 1995, between IFA Incorporated and Custom Papers Group Inc. ("Custom Papers Group"). 10.25(9) Master Lease Agreement dated January 1, 1994, between Meridian Leasing Corp. and Custom Papers Group. 10.26(9) Master Equipment Lease Agreement dated February 3, 1995, between Siemens Credit Corp. and CPG Holdings Inc. 10.27(6) Endura Sale Agreement, by and among W.R. Grace & Co. Conn., W.R. Grace (Hong Kong) Limited, Grace Japan Kabushiki Kaisha (collectively, the "Sellers"), the Company, Specialty Paperboard (Hong Kong Limited) and Specialty Paperboard Japan Kabushiki Kaisha (collectively the "Buyers"), dated May 10, 1994. 10.28(11) Loan Agreement dated as of November 24, 1997, between Steinbeis and Gessner. 10.29(11) Expansion Land Option and Preemption Right Agreement dated as of November 13, 1997, between Steinbeis and Gessner. 10.30(10) Third Amended and Restated Financing Agreement & Guaranty. 10.31(10) Second Amended and Restated Security Agreement dated December 31, 1997, between FiberMark Office Products, LLC and CIT Group/Equipment Financing, Inc. 10.32(10) Second Amended and Restated Security Agreement dated December 31, 1997, between FiberMark, Inc. FiberMark Durable Specialties, Inc., and FiberMark Filter and Technical Products. 10.33(10) Loan Agreement dated as of January 7, 1998, between Zetaphoenicis Beteiligungs GmbH and Bayerische Vereinsbank AG ("Bayerische"). 10.34(10) Working Credit Facility dated as of January 13, 1998, between Gessner and Bayerische. 10.35(10) Capex Loan Agreement dated as of January 13, 1998, between Gessner and Bayerische. 10.36(10) Form of Amended and Restated Non-Employee Directors Stock Option Plan dated February 18, 1998. 21(10) List of FiberMark subsidiaries. 23.1(10) Consent of KPMG Peat Marwick LLP. 23.2(10) Consent of Coopers & Lybrand L.L.P. 27.1 Financial Data Schedule for the year ended December 31, 1997 (filed herewith). 27.2 Financial Data Schedule for the year ended December 31, 1996 (filed herewith). 27.3 Financial Data Schedule for the year ended December 31, 1995 (filed herewith). 27.4 Financial Data Schedule for the quarters ended March 31, 1997, June 30, 1997 and September 30, 1997 (filed herewith). 27.5 Financial Data Schedule for the quarters ended March 31, 1996, June 30, 1996 and September 30, 1996 (filed herewith). - ---------- (1) Incorporated by reference to exhibits filed with the company's Registration Statement on Form S-1 (No. 33-47954), as amended, which became effective March 10, 1993. (2) Incorporated by reference to exhibits filed with the company's report on Form 10-Q for the quarter ended June 30, 1993, filed August 13, 1993. (3) Indicates management contracts or compensatory arrangements filed pursuant to Item 601(b)(10) of Regulation S-K. (4) Incorporated by reference to exhibits filed with the company's report on Form 10-K for the year ended December 31, 1993 (No. 0-20231). (5) Incorporated by reference to exhibits filed with the company's report on Form 10-Q for the quarter ended March 31, 1994, filed May 14, 1994. (6) Incorporated by reference to exhibits filed with the company's report on Form 8-K, filed July 14, 1994. (7) Incorporated by reference to exhibits filed with the company's Registration Statement on Form S-8 filed, July 18, 1994. (8) Incorporated by reference to exhibits filed with the company's report on Form 10-K for the year ended December 13, 1994 (No. 0-20231). (9) Incorporated by reference to exhibits filed with the company's report on Form 10-K for the year ended December 31, 1996, filed April 1, 1997. (10) Previously filed. (11) Incorporated by reference to exhibits filed with the company's Registration Statement on Form S-3, filed December 15, 1997. FIBERMARK, INC. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brattleboro, County of Windham, State of Vermont, on the 3rd day of April, 1998. FiberMark, Inc. By * ---------------------------------- Alex Kwader President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Alex Kwader and Bruce Moore, or any of them, his or her attorney-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Report, and to file the same, with exhibits thereto and other documents in connections therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his or her substitute or substitutes, may do or cause to be done by virtue hereof. This Form 10-K may be executed in multiple counterparts, each of which shall be an original, but which shall together constitute but one agreement. 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 --------- ----- ---- * President and April 3, 1998 - --------------------------- Chief Executive Officer Alex Kwader * Chairman of the Board April 3, 1998 - --------------------------- K. Peter Norrie * Director April 3, 1998 - --------------------------- Brian C. Kerester * Director April 3, 1998 - --------------------------- Marion A. Keyes * Director April 3, 1998 - --------------------------- George E. McCown * Director April 3, 1998 - --------------------------- Jon H. Miller * Director April 3, 1998 - --------------------------- Glenn S. McKenzie * Director April 3, 1998 - --------------------------- E. P. Swain, Jr. * Director April 3, 1998 - --------------------------- Fred P. Thompson * Director April 3, 1998 - --------------------------- John D. Weil * Vice President and April 3, 1998 - --------------------------- Chief Financial Officer Bruce Moore * By /s/ BRUCE MOORE ----------------------- Bruce Moore Attorney-in-fact EX-27.1 2 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FINANCIAL STATEMENTS OF FIBERMARK, INC. FOR THE YEAR ENDED DECEMBER 31, 1997, AS SET FORTH IN ITS FORM 10-K FOR SUCH YEAR AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 YEAR DEC-31-1997 DEC-31-1997 37,275 0 23,481 203 37,486 102,018 104,336 14,093 248,001 40,035 100,000 0 0 8 82,763 248,001 235,358 235,358 189,294 189,294 600 0 9,457 10,161 3,992 6,169 0 0 0 6,169 1.01 .95 A THREE FOR TWO STOCK SPLIT WITH RESPECT TO THE COMPANY'S COMMON STOCK, $.001 PAR VALUE PER SHARE, WAS EFFECTIVE MAY 13, 1997.
EX-27.2 3 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FINANCIAL STATEMENTS OF FIBERMARK, INC. FOR THE YEAR ENDED DECEMBER 31, 1996, AS SET FORTH IN ITS FORM 10-K FOR THE YEARS ENDED DECEMBER 31, 1996 AND DECEMBER 31, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 YEAR DEC-31-1997 DEC-31-1996 14,342 0 21,180 333 29,293 68,953 100,711 11,015 212,008 39,802 100,000 0 0 6 48,087 212,008 124,771 124,771 101,981 101,981 (1,013) 0 1,992 12,211 4,697 7,514 0 (297) 0 7,217 1.19 1.14 RESTATEMENT REFLECTED HEREIN IS THE RESULT OF RECLASSIFICATIONS TO PRIOR PERIODS' FINANCIAL STATEMENTS TO CONFORM TO CURRENT PERIOD PRESENTATION. A THREE FOR TWO STOCK SPLIT WITH RESPECT TO THE COMPANY'S COMMON STOCK, $.001 PAR VALUE PER SHARE, WAS EFFECTIVE MAY 13, 1997.
EX-27.3 4 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FINANCIAL STATEMENTS OF FIBERMARK, INC. FOR THE YEAR ENDED DECEMBER 31, 1995, AS SET FORTH IN ITS FORM 10-K FOR SUCH YEAR AND FOR THE YEARS ENDED DECEMBER 31, 1996 AND DECEMBER 31, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 YEAR DEC-31-1995 DEC-31-1995 1,518 0 9,659 253 16,856 32,570 41,767 8,216 74,618 14,936 4,625 0 0 6 40,729 74,618 117,516 117,516 100,106 100,106 (1,198) 0 1,270 7,529 (424) 7,953 0 0 0 7,953 1.31 1.30 RESTATEMENT REFLECTED HEREIN IS THE RESULT OF RECLASSIFICATIONS TO PRIOR PERIODS' FINANCIAL STATEMENTS TO CONFORM TO CURRENT PERIOD PRESENTATIONS. A THREE FOR TWO STOCK SPLIT WITH RESPECT TO THE COMPANY'S COMMON STOCK, $.001 PAR VALUE PER SHARE, WAS EFFECTIVE MAY 13, 1997.
EX-27.4 5 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FINANCIAL STATEMENTS OF FIBERMARK, INC. FOR THE QUARTERS ENDED MARCH 31, 1997, JUNE 30, 1997 AND SEPTEMBER 30, 1997, AS SET FORTH IN ITS FORMS 10-Q FOR SUCH QUARTERS, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 0000887591 FiberMark, Inc. 1,000 3-MOS 6-MOS 9-MOS DEC-31-1997 DEC-31-1997 DEC-31-1997 MAR-31-1997 JUN-30-1997 SEP-30-1997 JAN-01-1997 JAN-01-1997 JAN-01-1997 10,651 7,608 9,075 0 0 0 24,235 24,423 24,645 0 0 0 31,137 31,840 34,358 71,777 68,527 73,030 0 0 0 0 0 0 216,046 213,714 220,135 41,516 36,523 40,161 100,000 100,000 100,000 0 0 0 0 0 0 6 6 6 50,840 53,931 57,144 216,046 213,714 220,135 59,442 118,857 176,659 59,442 118,857 176,659 48,177 96,274 142,559 48,177 96,274 142,559 72 (27) 218 0 0 0 2,258 4,619 6,900 4,519 9,547 14,748 1,786 3,760 5,762 2,733 5,787 8,986 0 0 0 0 0 0 0 0 0 2,733 5,787 8,986 .45 .95 1.48 .43 .91 1.40 A THREE FOR TWO STOCK SPLIT WITH RESPECT TO THE COMPANY'S COMMON STOCK, $.001 PAR VALUE PER SHARE, WAS EFFECTIVE MAY 13, 1997.
EX-27.5 6 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FINANCIAL STATEMENTS OF FIBERMARK, INC. FOR THE QUARTERS ENDED MARCH 31, 1996, JUNE 30, 1996 AND SEPTEMBER 30, 1996, AS SET FORTH IN ITS FORMS 10-Q FOR SUCH QUARTERS, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 0000887591 FiberMark, Inc. 1,000 3-MOS 6-MOS 9-MOS DEC-31-1996 DEC-31-1996 DEC-31-1996 JAN-01-1996 JAN-01-1996 JAN-01-1996 MAR-31-1996 JUN-30-1996 SEP-30-1996 488 1,576 3,174 0 0 0 10,583 11,579 11,278 0 0 0 16,814 15,863 16,402 30,318 31,399 33,382 0 0 0 0 0 0 73,649 73,729 76,015 14,536 14,344 15,330 3,411 2,251 1,845 0 0 0 0 0 0 6 6 6 41,804 43,665 45,801 73,649 73,729 76,015 24,859 50,945 77,734 24,859 50,945 77,734 21,356 42,431 64,105 21,356 42,431 64,105 (328) (634) (991) 0 0 0 180 302 310 1,690 4,619 7,994 642 1,755 3,037 1,048 2,864 4,957 0 0 0 0 0 0 0 0 0 1,048 2,864 4,957 .17 .47 .82 .17 .46 .79 A THREE FOR TWO STOCK SPLIT WITH RESPECT TO THE COMPANY'S COMMON STOCK, $.001 PAR VALUE PER SHARE, WAS EFFECTIVE MAY 13, 1997.
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