SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended December 31, 2002
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 0-25400
DAISYTEK INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 75-2421746 | |
(State of Incorporation) | (I.R.S. Employer I.D. No.) | |
| 1025 Central Expressway South, Suite 200, Allen, Texas | 75013 | |
| (Address of principal executive offices) | (Zip Code) | |
Registrant’s telephone number, including area code:(972) 881-4700
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
At February 11, 2003 there were 18,551,286 shares of the registrant’s common stock outstanding, excluding 1,773,905 shares of common stock in treasury.
EXPLANATORY NOTE
This Amendment No. 1 to the Quarterly Report on Form 10-Q for the Quarterly Period Ended December 31, 2002 of Daisytek International Corporation (“Daisytek” or the “Company”) is being filed solely to amend Exhibit 10.3, a separation agreement with Mr. George Maney, former Senior Vice President – Operations, and to provide a description of a lawsuit filed by Mr. Maney subsequent to the filing of the Form 10-Q for the Quarterly Period Ended December 31, 2002. Exhibit 10.3, as originally filed on February 14, 2003, omitted certain information with respect to which the Company was seeking confidential treatment. The Company has withdrawn its request for confidential treatment and has included the amended exhibit herein.
During December 2002, the Company entered into a separation agreement with Mr. George Maney, Senior Vice President – Operations. The separation agreement contained covenants of confidentiality, non-competition, trade secrets/confidential information, non-disparagement and cooperation, a release and other provisions. Pursuant to separation agreement, the Company paid Mr. Maney $393,555.75 on January 1, 2003. An additional $284,069.25 was due on April 1, 2003.
On April 15, 2003, Mr. Maney filed a petition against the Company in state district court in Collin County, Texas alleging breach of the separation agreement, unjust enrichment, fraud and other theories. Mr. Maney seeks recovery of actual damages, punitive and exemplary damages, interest, costs and expenses.
The Company denied Mr. Maney’s allegations in the answer filed on May 12, 2003.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
| 10.1 | A$ Facility Agreement between GE Capital Finance PTY LTD and Daisytek Australia PTY LTD (The Company) and Daisytek Australia (QLD) PTY LTD (The Guarantor) (incorporated by reference from Quarterly Report on Form 10-Q for the Quarterly Period Ended December 31, 2002, dated February 14, 2003 (File No. 000-25400)) | ||
| 10.2 | Facilities Agreement between Daisytek – ISA Limited (as borrower) and GMAC Commercial Credit Limited (incorporated by reference from Quarterly Report on Form 10-Q for the Quarterly Period Ended December 31, 2002, dated February 14, 2003 (File No. 000-25400)) | ||
| 10.3 | * | Separation Agreement | |
| * | Filed herewith |
(b) Reports on Form 8-K.
Current report on form 8-K (Items 5 and 7), dated October 24, 2002 and filed on October 25, 2002, regarding earnings for the quarter ended September 30, 2002.
Current report on form 8-K (Items 5 and 7), dated November 7, 2002 and filed on November 8, 2002, regarding earnings for the quarter ended September 30, 2002.
Current report on form 8-K (Items 5 and 7), dated November 14, 2002 and filed on November 15, 2002, to announce the amendment of certain terms of Daisytek’s $250 million credit facility and the receipt of waivers of compliance with certain covenants for the quarter ended September 30, 2002.
Current report on form 8-K (Item 9), dated November 14, 2002 and filed on November 15, 2002, to provide the signed certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by each of James R. Powell, President and Chief Executive Officer, and Ralph Mitchell, Executive Vice President – Finance and Chief Financial Officer.
SIGNATURES
Pursuant to the requirements 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.
Date: June 12, 2003
DAISYTEK INTERNATIONAL CORPORATION | ||
By: | /s/ ERIC T. LOGAN | |
| Eric T. Logan | ||
| Interim Chief Financial Officer | ||
| (duly authorized officer and Principal Financial Officer) | ||
