SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
| (Mark One) | |
ý | Annual Report pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 |
for the fiscal year ended December 31, 2003 | |
or | |
o | 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: 0-23940
ALTERNATIVE RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 38-2791069 | |
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) | |
600 Hart Road, Suite 300 Barrington, Illinois (Address of principal executive offices) | 60010 (Zip Code) | |
Registrant's telephone number, including area code:(847) 381-6701 | ||
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 (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 ý No. o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) 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. ý
Indicate by check mark whether the registrant (1) is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes o No. ý
The registrant estimates that the aggregate market value of the registrant's common stock held by non-affiliates of Alternative Resources Corporation as of June 30, 2003 (based upon an estimate that 91.34% of the shares are so owned by non-affiliates and upon the closing price for the common stock on the OTC BB) on that date was approximately $5,013,000. Determination of stock ownership by non-affiliates was made solely for the purpose of responding to these requirements and registrant is not bound by this determination for any other purpose.
As of April 27, 2004, 17,117,304 shares of the registrant's common stock were outstanding.
Documents Incorporated by Reference: None
This Amendment No. 1 to the Annual Report on Form 10-K of Alternative Resources Corporation ("ARC" or the "Company") for the year ended December 31, 2003 has been filed to include (i) information required by Items 10, 11, 12 and 14 of Part III of Form 10-K, which originally was omitted in reliance on General Instruction G(3) thereto and (ii) the filing of certain additional required Exhibits as specified under Item 15. The Company has made no other changes to its previously filed Form 10-K.
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ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The following table includes certain information with respect to the Company's board of directors:
| Name and Age | Director Since: | Principal Occupation and Other Information | ||
|---|---|---|---|---|
| Robert Stanojev (62) | August 2002 | Mr. Stanojev has served as President and Chief Executive Officer of the Company since November 2003 and has served as Chairman of the Board since August 2002. Prior to joining the Company, Mr. Stanojev was a partner with Cap Gemini Ernst & Young U.S. (and its predecessors, including Ernst & Young Consulting), from 1972 to 2002 where he served most recently as a Senior Partner and as Global Director of Sales and Marketing. Prior to his career with Ernst & Young, Mr. Stanojev held various technical and sales positions with RCA Corporation. | ||
Steven Purcell (53) | May 1999 | Mr. Purcell joined the Company in August 1998 as Senior Vice President, Chief Financial Officer, Secretary and Treasurer. He was elected to the Board of Directors in May 1999. Prior to joining the Company, he was Chief Financial Officer for American Business Information, a provider of business and consumer data and data processing services. From 1991 to 1996 he served as Vice President—Finance, Chief Financial Officer and Treasurer, of Micro Warehouse, a direct marketer of hardware, software and accessories. From 1985 to 1991, he worked for Electrocomponents, PLC, a London-based distributor of electrical products, serving as Chief Executive Officer for its Misco, Inc. subsidiary and, prior to that, as Vice President—Finance for Electrocomponents, Inc., the U.S. holding company. | ||
JoAnne Brandes (50) | August 1994 | Ms. Brandes has been Executive Vice President, General Counsel and Secretary for Johnson Diversey, Inc., a worldwide commercial products and solutions company, since October 1997. Ms. Brandes was Vice President, General Counsel—Worldwide Professional for S.C. Johnson & Son, Inc., from October 1996 to October 1997, and was Vice President—Corporate Communications Worldwide for S.C. Johnson & Son, Inc. from October 1994 to October 1996. From May 1992 through September 1994, she was Director—Corporate Communications Worldwide for S.C. Johnson & Son, Inc. Ms. Brandes currently serves on the Boards of Directors of Bright Horizons Family Solutions and Johnson Family Funds, Inc. and is a regent of the University of Wisconsin System. | ||
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John A. Hatherly (45) | February 2002 | Mr. Hatherly has been President and Managing Partner of Wynnchurch Capital, Ltd., a private equity company, since 1999. He served as the Head of Merchant Banking for GE Capital from 1987 to 1999. Mr. Hatherly also serves on the Board of Directors of Wormser Company, Connection Concepts, Inc., AxleTech International Holdings, Inc., Unigistix Inc., Peake Plastics, Android Industries, LLC and Children's Memorial Hospital Foundation. Mr. Hatherly was initially appointed to the Board in February 2002, pursuant to the terms of the Securities Purchase Agreement (the "Securities Purchase Agreement") described under Item 13. Certain Relationships and Related Transactions. | ||
Frank Hayes (42) | February 2002 | Mr. Hayes has been a Partner of Wynnchurch Capital, Ltd., a private equity company, since November 2001. He has over 15 years of private equity investing and corporate finance experience. Prior to joining Wynnchurch, Mr. Hayes was Managing Director of Catalyst Equity Partners, LLC, a private equity fund, from 2000 to 2001. Prior to joining Catalyst, he was a Managing Director for GKH Partners, L.P., a leveraged buyout fund, from 1991 to 1998. Mr. Hayes began his career at Price Waterhouse as a CPA. Mr. Hayes currently serves on the Board of Directors of Unigistix, Inc. and Android Industries, LLC. Mr. Hayes was initially appointed to the Board in February 2002 pursuant to the terms of the Securities Purchase Agreement. | ||
Syd N. Heaton (64) | March 1998 | Mr. Heaton was Chairman and Chief Executive Officer of Advantis, a networking technology company formed by IBM Corporation and Sears, Roebuck and Co., from 1992 through his retirement in 1997. Previously he held a variety of management positions with IBM. | ||
Michael J. Hering (35) | June 2002 | Mr. Hering has been Chief Financial Officer of Wynnchurch Capital, Ltd., a private equity company, since October 2000. Prior to joining Wynnchurch Capital, Ltd., Mr. Hering was Manager of Analysis with the Chicago Tribune Company from 1996 to 2000. Mr. Hering was assistant controller for LaSalle Partners Ltd. from 1994 to 1996 and an auditor with Coopers & Lybrand LLP from 1991 to 1994. Mr. Hering was initially nominated as a director in 2002 pursuant to the terms of the Securities Purchase Agreement. | ||
Richard J. Renaud (57) | June 2002 | Mr. Renaud has been Chairman of Wynnchurch Capital, Ltd., a private equity company, since 1999. From 1997 to 1999, Mr. Renaud was Chairman, President and CEO of Peelbrooke Capital Inc. He has been an active private equity investor and CEO of various companies since the early 1970's. Mr. Renaud was initially nominated for election to the Board in 2002 pursuant to the terms of the Securities Purchase Agreement. |
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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16 of the Securities Exchange Act of 1934, as amended (the "Act"), requires the Company's officers (as defined under Section 16) and directors and persons who own greater than 10 percent of a registered class of the Company's equity securities to file reports of ownership and changes in ownership with the Securities and Exchange Commission (the "Commission"). Based solely on a review of the forms it received during and with respect to 2003 and on written representations from certain reporting persons that no such forms were required for them, the Company believes that, during and with respect to 2003, all Section 16 filing requirements applicable to its officers, directors and greater than 10 percent beneficial owners were complied with by such persons.
AUDIT COMMITTEE FINANCIAL EXPERT
The Company's Board of Directors has determined that Mr. Heaton meets the qualifications of an "audit committee financial expert" pursuant to SEC rules and that he qualifies as an "independent director" in accordance with the published listing requirements of NASDAQ and special standards established by the SEC for members of audit committees. Stockholders should understand that this designation is a disclosure requirement of the SEC related to Mr. Heaton's experience and understanding with respect to certain accounting and auditing matters. The designation does not impose upon Mr. Heaton any duties, obligations or liability that are greater than are generally imposed on him as a member of the Audit Committee and the Board, and his designation as an audit committee financial expert pursuant to this SEC requirement does not affect the duties, obligations or liability of any other member of the Audit Committee or the Board.
Reference is made to "Executive Officers of the Registrant" in Part I of this Form 10-K.
The Company has adopted a code of ethics that applies to all of the Company's employees, including its principal executive officer, principal financial officer, principal accounting officer, or persons performing similar functions. This code of ethics may be obtained by making a written request addressed to the Company's Chief Financial Officer.
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ITEM 11. EXECUTIVE COMPENSATION.
The following table sets forth information with respect to compensation for services rendered to the Company by the Company's chief executive officer as of December 31, 2003, another individual who served as chief executive officer of the Company during 2003, the two other executive officers of the Company as of December 31, 2003 who earned more than $100,000 (based on combined salary and bonus) for 2003, and two additional individuals who served as executive officers during 2003 but were no longer serving as such as of December 31, 2003 (together, the "Named Executive Officers"), for the years indicated.
| | | | | Long-Term Compensation Awards | | | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Annual Compensation | | | |||||||||||
| Name and Principal Position | | Securities Underlying Options(#) | All Other Compensation ($)(2) | | |||||||||||
| Year | Salary($) | Bonus($)(1) | | ||||||||||||
| Robert P. Stanojev(3) Chairman of the Board, President and Chief Executive Officer | 2003 | $ | 178,333 | — | 50,000 | — | |||||||||
George Watts(3) Former President and Chief Executive Officer | 2003 2002 | $ | 257,337 131,154 | — — | — 1,000,000 | $ | 298,381 207 | ||||||||
Steven Purcell Senior Vice President, Chief Financial Officer, Secretary and Treasurer | 2003 2002 2001 | $ | 280,731 300,000 300,000 | $ | — 34,000 — | 100,000 — — | $ | 972 414 687 | |||||||
Victor J. Fricas(4) Former Executive Vice President and Chief Operations Officer | 2003 2002 2001 | $ | 233,942 225,000 210,000 | $ | — 19,000 — | — 300,000 — | $ | 189,287 414 674 | |||||||
Bill McLendon(5) Senior Vice President | 2003 2002 | $ | 187,154 53,846 | — — | — 150,000 | $ | 389 68 | ||||||||
Sharon A. McKinney(6) Former Senior Vice President—Human Resources | 2003 2002 2001 | $ | 118,592 180,000 180,000 | $ | — 19,000 — | — — 25,000 | $ | 237,000 414 1,535 | |||||||
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OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth information regarding stock options granted to the Named Executive Officers during 2003.
| | Individual Grants | Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation for Option Term(4) | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | Number of Securities Underlying Options Granted (#)(1) | | | | |||||||||||
| | % of Total Options Granted to Employees in Fiscal Year(2) | | | ||||||||||||
| Name | Exercise or Base Price ($/SH)(3) | Expiration Date | |||||||||||||
| 5%($) | 10%($) | ||||||||||||||
| Robert P. Stanojev | 50,000 | 6.8 | % | $ | 0.35 | 2/14/2013 | $ | 11,006 | $ | 27,890 | |||||
George Watts | — | — | — | — | — | — | |||||||||
Steven Purcell | 100,000 | 13.7 | % | $ | 0.35 | 2/14/2013 | $ | 22,011 | $ | 55,781 | |||||
Victor J. Fricas | — | — | — | — | — | — | |||||||||
Bill McLendon | — | — | — | — | — | — | |||||||||
Sharon A. McKinney | — | — | — | — | — | — | |||||||||
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The following table sets forth information regarding stock options held by the Named Executive Officers as of December 31, 2003. None of the Named Executive Officers exercised any options during 2003.
| | Number of Securities Underlying Unexercised Options At Fiscal Year-End (#) | Value of Unexercised In-the-Money Options at Fiscal Year-End($)(1) | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Name | ||||||||||
| Exercisable | Unexercisable | Exercisable | Unexercisable | |||||||
| Robert P. Stanojev | 139,284 | 310,716 | $ | 1,631 | $ | 4,869 | ||||
| George Watts | 250,000 | — | — | — | ||||||
| Steven Purcell | 11,900 | 88,100 | 595 | 4,405 | ||||||
| Victor J. Fricas | 75,000 | — | — | — | ||||||
| Bill McLendon | 28,560 | 121,440 | 571 | 2,429 | ||||||
| Sharon A. McKinney | 14,280 | 10,720 | 357 | 268 | ||||||
Mr. Stanojev was elected non-executive Chairman of the Board under a Director's Agreement dated August 5, 2002. Pursuant to the agreement, he was granted non-qualified stock options to purchase 400,000 shares of Common Stock, at an exercise price of $0.39 per share, vesting in three approximately equal annual installments on the first three anniversaries of the grant date, subject to accelerated vesting if he is removed from the position of Chairman of the Board "without cause" or upon a "change in control." As further incentive to Mr. Stanojev to become Chairman of the Board, the Wynnchurch Companies (as defined under "Item 13. Certain Relationships and Related Transactions") entered into a Subscription Agreement on August 5, 2002, pursuant to which he subscribed for and purchased for nominal consideration a stock purchase warrant from the Wynnchurch Companies to purchase up to 500,000 shares of common stock at an exercise price $0.73 per share. The warrant vests one-third per year over three years (assuming Mr. Stanojev is serving as Chairman of the Board at such time). Vesting of the warrant shall be accelerated under certain conditions. Effective November 17, 2003, Mr. Stanojev was elected by the Board of Director's as President and Chief Executive Officer, with annual compensation of $200,000. The Company and Mr. Stanojev also are parties to a severance arrangement under which he would be entitled to a severance payment equal to one year's annual compensation upon the occurrence of certain events, including a change in control of the Company.
Mr. Watts was employed as President and Chief Executive Officer under an employment agreement dated July 1, 2002 for an initial term of one year, subject to automatic one-year extensions as of such date and as of each June 30, thereafter, subject, however, to termination at any time as provided in the agreement. Pursuant to the agreement, Mr. Watts was entitled to a base salary of $275,000 per year. The agreement also provided that Mr. Watts was eligible for an incentive compensation award for each calendar year for up to 100% of his annual base salary (pro-rated base salary in partial years of employment), based upon performance targets to be determined by the Board. Mr. Watts did not receive a bonus in 2003. Mr. Watts was replaced as President and Chief Executive Officer of the Company effective November 17, 2003. Pursuant to a separation agreement with Mr. Watts dated December 15, 2003, the Company is obligated to pay Mr. Watts an aggregate of
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$247,500, the amount of his annual base salary, for a period of 12 months beginning January 1, 2004, in accordance with normal payroll practices.
Mr. Purcell is employed as Senior Vice President and Chief Financial Officer under an employment agreement dated August 1, 1998, which extended initially through December 31, 2001, subject to automatic one-year extensions as of such date and as of each December 31, thereafter, unless 90 days' notice of intent not to extend is given by Mr. Purcell or the Company. Under the agreement, Mr. Purcell is entitled to a base salary of not less than $250,000 per year. The agreement also provides that Mr. Purcell is eligible for an incentive compensation award for each calendar year. Mr. Purcell did not receive a bonus in 2003. In addition, in the event the Company terminates Mr. Purcell without cause, Mr. Purcell will be entitled to an amount equal to two years' base salary plus a prorated portion of any applicable annual incentive award for the year in which the termination occurs.
Mr. Fricas was employed as Executive Vice President and Chief Operating Officer under an employment agreement dated August 15, 2000, which extended initially through December 31, 2000, subject to automatic one year extensions as of such date and as of each December 31, thereafter, unless 90 days' notice of intent not to extend is given by Mr. Fricas or the Company. Under the agreement, Mr. Fricas was entitled to a minimum base salary of $175,000 per year. The agreement also provided that Mr. Fricas was eligible for an incentive compensation award for each calendar year. Mr. Fricas did not receive a bonus in 2003. Mr. Fricas resigned from the Company effective December 12, 2003. Pursuant to a separation agreement with Mr. Fricas, the Company is obligated to make severance payments to Mr. Fricas in an aggregate amount of $188,500. These payments are to be made to Mr. Fricas over 30 successive months beginning July 1, 2004, in accordance with normal payroll practices, subject to acceleration in the event of a change in control of the Company.
Mr. McLendon is employed as Senior Vice President under an employment agreement dated September 16, 2002, which extended initially through August 31, 2004, subject to automatic one-year extensions as of such date and as of each August 31 thereafter, subject, however to termination at any time as provided in the agreement. Pursuant to the agreement, Mr. McLendon is entitled to a base salary of $200,000 per year. Mr. McLendon is also entitled to an incentive compensation award for each calendar year for up to 100% of his annual base salary (pro-rated base salary in partial years of employment), based upon performance targets to be determined by the Board. Mr. McLendon did not receive a bonus in 2003. In addition, in the event the Company terminates Mr. McLendon without cause or Mr. McLendon resigns with good reason, Mr. McLendon will be entitled to an amount equal to one year's base salary plus a prorated portion of any applicable annual incentive award for the year in which the termination occurs.
Ms. McKinney was employed as the Senior Vice President, Human Resources under an employment agreement dated August 15, 2000, which extended initially through December 31, 2000, subject to automatic one-year extensions as of such date and as of each December 31, thereafter, unless 90 days' notice of intent not to extend is given by Ms. McKinney or the Company. Under the agreement, Ms. McKinney was entitled to a base salary of $180,000 per year. The agreement also provided that Ms. McKinney was eligible for an incentive compensation award for each calendar year. Ms. McKinney did not receive a bonus in 2003. Ms. McKinney resigned from the Company effective August 22, 2003. Pursuant to a separation agreement with Ms. McKinney, the Company is obligated to make severance payments to Ms. McKinney in an aggregate amount of $237,000. These payments are to be made to Ms. McKinney over 24 months beginning September 1, 2003, in accordance with normal payroll practices, subject to acceleration in the event of a change in control of the Company.
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Directors who are not employees or officers of the Company receive $2,000 for each Board meeting attended and $1,000 for each committee meeting attended (if the committee meeting does not fall on the same date as the board meeting) and also receive a non-qualified stock option to purchase 5,000 shares of Common Stock under the Company's Incentive Stock Option Plan on the date of each annual meeting (and on the date of initial election to the Board if other than at an annual meeting). In addition, the Chairman of each of the subcommittees receives $2,500 for each committee meeting they chair. All directors are reimbursed for certain expenses in connection with attendance at Board and committee meetings.
Prior to his election as President and Chief Executive Officer on November 17, 2003, Mr. Stanojev was paid $200,000 per year for his service as non-executive Chairman of the Board. See "Employment Agreements," above regarding additional financial arrangements with respect to Mr. Stanojev's service as Chairman of the Board of Directors.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Set forth in the following table are the beneficial holdings (and the percentages of outstanding shares represented by such beneficial holdings) as of April 16, 2004, except as otherwise noted, of (i) each person (including any "group" as defined in Section 13(d)(3) of the Securities Exchange Act of 1934 (the "Exchange Act")) known by the Company to own beneficially more than 5 percent of its outstanding Common Stock, (ii) each of the directors and nominees for directorships, (iii) each Named Executive Officer (as defined under Item 11. Executive Compensation above), and (iv) all directors and executive officers as a group. Except as otherwise indicated, the Company believes that the beneficial owners of the Common Stock listed below, based on information provided by such owners, have sole investment and voting power with respect to those shares, subject to community property laws where applicable. Under Rule 13d-3 of the Exchange Act, (i) persons who have the power to vote or dispose of Common Stock of the Company, either alone or jointly with others, are deemed to be beneficial owners of that Common Stock and (ii) persons who have the right to acquire beneficial ownership of Common Stock of the Company within 60 days are deemed to be the beneficial owners of that Common Stock.
| Name | Number of Shares Beneficially Owned | Percent of Class | |||
|---|---|---|---|---|---|
| Wynnchurch Capital Partners, L.P(1) 150 Field Drive, Suite 165 Lake Forest, Illinois 60045 | 17,666,667 | 50.79 | % | ||
John Hatherly(2) 150 Field Drive, Suite 165 Lake Forest, Illinois 60045 | 17,666,667 | 50.79 | % | ||
Richard Renaud(3) 150 Field Drive, Suite 165 Lake Forest, Illinois 60045 | 17,666,667 | 50.79 | % | ||
Denny L. Robinson and Terry and Kathleen Olson, as a group(4) 53565 Hunters Crossing Shelby Township, MI 48315 | 2,042,500 | 11.93 | % | ||
Larry Kane(5) 2654 Kingston Drive Northbrook, IL 60062 | 1,577,000 | 9.21 | % | ||
Alfred Shapiro(6) 1530 Landaleier Road Elk Grove Village, IL 60007 | 1,090,900 | 6.37 | % | ||
Robert P. Stanojev(8) | — | — | |||
George Watts | 146,424 | * | |||
Steven Purcell(8) | 328,680 | 1.92 | % | ||
Victor J. Fricas | 150,000 | * | |||
Bill McLendon(8) | 49,980 | * | |||
Sharon A. McKinney(8) | 67,850 | * | |||
JoAnne Brandes(8) | 48,000 | * | |||
Frank Hayes | — | — | |||
Syd N. Heaton(7)(8) | 127,455 | * | |||
Michael J. Hering | — | — | |||
All directors and executive officers as a group (12 persons)(1)(9) | 18,439,226 | 52.46 | % |
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EQUITY COMPENSATION PLAN INFORMATION:
Alternative Resources Corporation currently has two equity compensation plans. Details of the Company's Incentive Stock Option Plan are contained within Note 8 of the Company's consolidated financial statements. The Incentive Stock Option Plan is approved by the Company's security holders.
The Company has a second equity compensation plan that is not approved by security holders. This plan is primarily utilized as a hiring incentive by the Board of Directors to recruit key executives and directors. Options are offered and issued upon acceptance of employment. The terms and provisions of the options granted under this plan are determined by the Board of Directors at the time of grant. These options were issued at the fair market value as of the time of the grant. The terms and conditions of these grants are similar to the terms and conditions of options granted under the Incentive Stock Option Plan with the exception that they provide for accelerated vesting upon a change in control of the Company.
| | Year ended December 31, 2003 | ||||||
|---|---|---|---|---|---|---|---|
| Plan Category | A Number of securities to be issued upon exercise of outstanding options, warrants and rights | B Weighted-average exercise price of outstanding options, warrants and rights | C Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (A)) | ||||
| Equity compensation plans approved by security holders | 1,454,483 | $ | 2.38 | 423,113 | |||
| Equity compensation plans not approved by security holders | 1,050,000 | $ | 0.93 | Unlimited | |||
| Total | 2,504,483 | $ | 1.77 | Not Applicable | |||
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Audit Fees—The aggregate fees billed during the years ended December 31, 2003 and 2002 by KPMG LLP, the Company's principal accountants, for professional fees rendered for the audit of the Company's annual financial statements for each of those years and the review of the Company's financial statements included in its Quarterly Reports on Form 10-Q during those years, as well as the audit of restated financial statements for the years ended December 31, 2002 and 2001, were $307,000 and $270,000, respectively.
Audit Related Fees—The fees billed during the years ended December 31, 2003 and 2002 by KPMG LLP for services rendered for the audit of the Company's employee benefit plan were $22,000 and $21,000, respectively.
Tax Fees—The fees billed during the years ended December 31, 2003 and 2002 by KPMG LLP for income tax return preparation and other tax compliance consultation were $138,000 and $152,000, respectively.
Other Fees—KPMG LLP did not bill the Company for any services or products other than as reported above in this Item 14 during the fiscal years ended December 31, 2003 and 2002, respectively.
Pre-Approval Policies and Procedures—The audit committee has adopted a policy that requires advance approval of all audit services and permitted non-audit services to be provided by the independent auditor as required by the Exchange Act. The audit committee must approve the permitted service before the independent auditor is engaged to perform it.
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ITEM 15. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K.
| (a) | (i) | FINANCIAL STATEMENTS | ||||
Independent Auditors' Report* | ||||||
Consolidated Balance Sheets—as of December 31, 2003 and 2002* | ||||||
Consolidated Statements of Operations—years ended December 31, 2003, 2002 and 2001* | ||||||
Consolidated Statements of Comprehensive Income (Loss)—years ended December 31, 2003, 2002 and 2001* | ||||||
Consolidated Statements of Stockholders' Equity (Deficit)—years ended December 31, 2003, 2002 and 2001* | ||||||
Consolidated Statements of Cash Flows—years ended December 31, 2003, 2002 and 2001* | ||||||
Notes to Consolidated Financial Statements* | ||||||
(ii) | FINANCIAL STATEMENT SCHEDULES | |||||
Independent Auditors' Report* | ||||||
Schedule II—Valuation and Qualifying Accounts* | ||||||
(iii) | EXHIBITS | |||||
Exhibits submitted with the Annual Report on Form 10-K as filed with the Securities and Exchange Commission and those incorporated by reference to other filings are listed on the Exhibit Index | ||||||
(b) | REPORTS ON FORM 8-K: | |||||
On November 14, 2003, the Company furnished pursuant to Items 7, 9 and 12, a Form 8-K announcing that it had issued a press release on that date, setting forth the Company's third quarter 2003 earnings and filing a copy of the press release therein. | ||||||
On November 25, 2003, the Company filed a Form 8-K reporting under Item 5, announcing the appointment of Robert P. Stanojev as President and Chief Executive Officer. | ||||||
On March 25, 2004, the Company furnished pursuant to Items 7 and 12, a Form 8-K announcing that it had issued a press release on that date, setting forth the Company's fourth quarter 2003 earnings and filing a copy of the press release therein. |
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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 April 28, 2004.
| ALTERNATIVE RESOURCES CORPORATION | |||
By | /s/ ROBERT P. STANOJEV Robert P. Stanojev, Chairman of the Board, President and Chief Executive Officer | ||
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| Exhibit Number | Description | |
|---|---|---|
| 3.1 | Amended and Restated Certificate of Incorporation, as amended. Incorporated herein by reference to Exhibit 3.1 to the Company's Form 10-K for the year ended December 31, 1998. (File No. 0-23940) | |
3.2 | Amended and Restated By-Laws. Incorporated herein by reference to Exhibit 3.1 to the Company's Form 10-Q for the period ended June 30, 2002. (File No. 0-23940) | |
4.1 | Credit and Security Agreement dated January 31, 2002 among Alternative Resources Corporation, ARC Services Inc., ARC Solutions, Inc., ARC Midholding, Inc. and Writers Inc. as joint and several co-borrowers, and Fleet Capital Corporation as lender. Incorporated herein by reference to Exhibit 4.1 to the Company's Form 8-K dated February 12, 2002. (File No. 0-23940). | |
4.2 | $30,000,000 Revolving Credit Note under the Credit and Security Agreement. Incorporated herein by reference to Exhibit 4.2 to the Company's Form 8-K dated February 12, 2002. (File No. 0-23940). | |
4.3 | Securities Purchase Agreement dated January 31, 2002, among Alternative Resources Corporation, Wynnchurch Capital Partners, L.P. and Wynnchurch Capital Partners Canada, L.P. Incorporated herein by reference to Exhibit 4.3 to the Company's Form 8-K dated February 12, 2002. (File No. 0-23940). | |
4.4 | 15% Senior Subordinated Convertible Promissory Note dated January 31, 2002 and due January 31, 2009 in the principal amount of $4,920,208 issued to Wynnchurch Capital Partners, L.P. Incorporated herein by reference to Exhibit 4.4 to the Company's Form 8-K dated February 12, 2002. (File No. 0-23940). | |
4.5 | 15% Senior Subordinated Convertible Promissory Note dated January 31, 2002 and due January 31, 2009 in the principal amount of $5,079,792 issued to Wynnchurch Capital Partners Canada, L.P. Incorporated herein by reference to Exhibit 4.5 to the Company's Form 8-K dated February 12, 2002. (File No. 0-23940). | |
4.6 | Stock Purchase Warrant for 4,920,208 shares of Alternative Resources Corporation common stock, dated January 31, 2002 and issued to Wynnchurch Capital Partners, L.P. Incorporated herein by reference to Exhibit 4.6 to the Company's Form 8-K dated February 12, 2002. (File No. 0-23940). | |
4.7 | Stock Purchase Warrant for 5,079,792 shares of Alternative Resources Corporation common stock, dated January 31, 2002 and issued to Wynnchurch Capital Partners Canada, L.P. Incorporated herein by reference to Exhibit 4.7 to the Company's Form 8-K dated February 12, 2002. (File No. 0-23940). | |
4.8 | Contingent Stock Purchase Warrant for 492,021 shares of Alternative Resources Corporation common stock, dated January 31, 2002 and issued to Wynnchurch Capital Partners, L.P. Incorporated herein by reference to Exhibit 4.8 to the Company's Form 8-K dated February 12, 2002. (File No. 0-23940). | |
4.9 | Contingent Stock Purchase Warrant for 507,979 shares of Alternative Resources Corporation common stock, dated January 31, 2002 and issued to Wynnchurch Capital Partners Canada, L.P. Incorporated herein by reference to Exhibit 4.9 to the Company's Form 8-K dated February 12, 2002. (File No. 0-23940). | |
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4.10 | Registration Rights Agreement dated January 31, 2002, among Alternative Resources Corporation, Wynnchurch Capital Partners, L.P. and Wynnchurch Capital Partners Canada, L.P. Incorporated herein by reference to Exhibit 4.10 to the Company's Form 8-K dated February 12, 2002. (File No. 0-23940). | |
4.11 | Subordination and Intercreditor Agreement dated as of January 31, 2002, among Wynnchurch Capital Partners, L.P., Wynnchurch Capital Partners Canada, L.P., Alternative Resources Corporation, ARC Service, Inc., ARC Solutions, Inc., ARC Midholding, Inc., Writers, Inc., and Fleet Capital Corporation. Incorporated herein by reference to Exhibit 4.11 to the Company's Form 8-K dated February 12, 2002. (File No. 0-23940). | |
4.12 | Pledge Agreement dated January 31, 2002, among Alternative Resources Corporation, ARC Service, Inc., ARC Solutions, Inc., ARC Midholding, Inc., Writers Inc. and Fleet Capital Corporation. Incorporated herein by reference to Exhibit 4.12 to the Company's Form 8-K dated February 12, 2002. (File No. 0-23940). | |
4.13 | Pledge Agreement dated January 31, 2002, among Alternative Resources Corporation, Wynnchurch Capital Partners, L.P., and Wynnchurch Capital Partners Canada, L.P. Incorporated herein by reference to Exhibit 4.13 to the Company's Form 8-K dated February 12, 2002. (File No. 0-23940). | |
4.14 | Company Security Agreement dated January 31, 2002, among Alternative Resources Corporation, Wynnchurch Capital Partners, L.P. and Wynnchurch Capital Partners Canada, L.P. Incorporated herein by reference to Exhibit 4.14 to the Company's Form 8-K dated February 12, 2002. (File No. 0-23940). | |
4.15 | Guarantor Security Agreement dated January 31, 2002, among ARC Service, Inc., ARC Solutions, Inc., ARC Midholding, Inc., Writers Inc., Wynnchurch Capital Partners, L.P. and Wynnchurch Capital Partners Canada, L.P. Incorporated herein by reference to Exhibit 4.15 to the Company's Form 8-K dated February 12, 2002. (File No. 0-23940). | |
4.16 | Guaranty dated January 31, 2002, made by ARC Service, Inc., ARC Solutions, Inc., ARC Midholding, Inc. and Writers Inc., for the benefit of Wynnchurch Capital Partners, L.P. and Wynnchurch Capital Partners Canada, L.P. Incorporated herein by reference to Exhibit 4.16 to the Company's Form 8-K dated February 12, 2002. (File No. 0-23940). | |
4.17 | First amendment to credit and security agreement dated August 7, 2002, incorporated herein by reference to Exhibit 4.1 to the Company's Form 10-Q for the period ended June 30, 2002. (File No. 0-23940) | |
4.18 | Second amendment to credit and security agreement dated August 30, 2002, incorporated herein by reference to Exhibit 4.1 to the Company's Form 10-Q for the period ended September 30, 2002. (File No. 0-23940) | |
4.19 | Third amendment to credit and security agreement dated November 14, 2002, incorporated herein by reference to Exhibit 4.2 to the Company's Form 10-Q for the period ended September 30, 2002. (File No. 0-23940) | |
4.20 | First amendment to the securities purchase agreement dated August 7, 2002, incorporated herein by reference to Exhibit 4.2 to the Company's Form 10-Q for the period ended June 30, 2002. (File No. 0-23940) | |
4.21 | Fourth amendment to credit and security agreement dated December 27, 2002, incorporated herein by reference to Exhibit 4.35 of the Company's Form 10-K for the period ended December 31, 2002. (File No. 0-23940) | |
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4.22 | Second amendment to securities purchase agreement dated August 30, 2002, incorporated herein by reference to Exhibit 4.36 of the Company's Form 10-K for the period ended December 31, 2002. (File No. 0-23940) | |
4.23 | Third amendment to securities purchase agreement dated November 14, 2002, incorporated herein by reference to Exhibit 4.37 of the Company's Form 10-K for the period ended December 31, 2002. (File No. 0-23940) | |
4.24 | Fourth amendment to securities purchase agreement dated December 27, 2002, incorporated herein by reference to Exhibit 4.38 of the Company's Form 10-K for the period ended December 31, 2002. (File No. 0-23940) | |
4.25 | Fifth amendment to credit and security agreement dated April 14, 2003, incorporated herein by reference to Exhibit 4.1 of the Company's Form 10-Q for the period ended March 31, 2003. (File No. 0-23940) | |
4.26 | Fifth amendment to securities purchase agreement dated April 14, 2003, incorporated herein by reference to Exhibit 4.2 of the Company's Form 10-Q for the period ended March 31, 2003. (File No. 0-23940) | |
4.27 | First amendment to subordination and intercreditor agreement dated April 14, 2003, incorporated herein by reference to Exhibit 4.3 of the Company's Form 10-Q for the period ended March 31, 2003. (File No. 0-23940) | |
4.28 | Guaranty agreement dated April 14, 2003, incorporated herein by reference to Exhibit 4.4 of the Company's Form 10-Q for the period ended March 31, 2003. (File No. 0-23940) | |
4.29 | Amendment to subordinated convertible promissory notes dated April 14, 2003, incorporated herein by reference to Exhibit 4.5 of the Company's Form 10-Q for the period ended March 31, 2003. (File No. 0-23940) | |
4.30 | Amendment to stock purchase and contingent warrants dated April 14, 2003, incorporated herein by reference to Exhibit 4.6 of the Company's Form 10-Q for the period ended March 31, 2003. (File No. 0-23940) | |
4.31 | Sixth amendment to credit and security agreement dated July 15, 2003, incorporated herein by reference to Exhibit 4.1 of the Company's Form 10-Q for the period ended June 30, 2003. (File No. 0-23940) | |
4.32 | First amendment to the Guaranty agreement dated July 15, 2003, incorporated herein by reference to Exhibit 4.2 of the Company's Form 10-Q for the period ended June 30, 2003. (File No. 0-23940) | |
4.33 | Seventh amendment to credit and security agreement dated August 14, 2003, incorporated herein by reference to Exhibit 4.3 of the Company's Form 10-Q for the period ended June 30, 2003. (File No. 0-23940) | |
4.34 | Eighth amendment to credit and security agreement dated November 14, 2003, incorporated herein by reference to Exhibit 4.1 of the Company's Form 10-Q for the period ended September 30, 2003. (File No. 0-23940) | |
4.35 | Second amendment to the Guaranty agreement dated November 14, 2003, incorporated herein by reference to Exhibit 4.2 of the Company's Form 10-Q for the period ended September 30, 2003. (File No. 0-23940) | |
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4.36 | Sixth amendment to security purchase agreement dated August 14, 2003, incorporated herein by reference to Exhibit 4.3 of the Company's Form 10-Q for the period ended September 30, 2003. (File No. 0-23940) | |
4.37 | Second amendment to convertible promissory notes dated August 14, 2003, incorporated herein by reference to Exhibit 4.4 of the Company's Form 10-Q for the period ended September 30, 2003. (File No. 0-23940) | |
4.38 | Seventh amendment to security purchase agreement dated November 14, 2003, incorporated herein by reference to Exhibit 4.5 of the Company's Form 10-Q for the period ended September 30, 2003. (File No. 0-23940) |
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Exhibits 10.1 through 10.10 and exhibits 10.12 through 10.21 are management contracts or compensatory plans or arrangements.
| Exhibit Number | Description | |
|---|---|---|
| 10.1 | Amended and Restated Stock Option Plan. Incorporated herein by reference to Exhibit 10 to the Company's Form 10-Q for the period ended June 30, 1997. (File No. 0-23940) | |
10.2 | Form of Indemnity Agreement between Alternative Resources Corporation and its officers. Incorporated herein by reference to Exhibit 10.10 to the Company's Registration Statement on Form S-1, as amended, Registration No. 33-76584. | |
10.3 | Executive Employment Agreement between Alternative Resources Corporation and Raymond R. Hipp dated July 23, 1998. Incorporated herein by reference to the Exhibit 10.1 to the Company's Form 10-Q for the period ended September 30, 1998. (File No. 0-23940). | |
10.4 | Executive Employment Agreement between Alternative Resources Corporation and Steven Purcell dated August 1, 1998. Incorporated herein by reference to the Exhibit 10.2 to the Company's Form 10-Q for the period ended September 30, 1998. (File No. 0-23940). | |
10.5 | Stock Option Agreement between Alternative Resources Corporation and Raymond R. Hipp dated July 23, 1998. Incorporated herein by reference to the Exhibit 10.8 to the Company's Form 10-K for the period ended December 31, 1999. (File No. 0-23940). | |
10.6 | Stock Option Agreement between Alternative Resources Corporation and Steven Purcell dated August 3, 1998. Incorporated herein by reference to the Exhibit 10.9 to the Company's Form 10-K for the period ended December 31, 1999. (File No. 0-23940). | |
10.7 | Executive Employment Agreement between Alternative Resources Corporation and Miner Smith dated July 16, 2001. Incorporated herein by reference to the Exhibit 10.7 to the Company's Form 10-K for the period ended December 31, 2001. (File No. 0-23940). | |
10.8 | Stock Option Agreement between Alternative Resources Corporation and Miner Smith dated July 16, 2001. Incorporated herein by reference to the Exhibit 10.8 o the Company's Form 10-K for the period ended December 31, 2001. (File No. 0-23940). | |
10.9 | Executive Employment Agreement between Alternative Resources Corporation and Sharon McKinney dated November 1, 2000. Incorporated herein by reference to the Exhibit 10.9 to the Company's Form 10-K for the period ended December 31, 2000. (File No. 0-23940). | |
10.10 | Executive Employment Agreement between Alternative Resources Corporation and Victor Fricas dated November 1, 2000. Incorporated herein by reference to the Exhibit 10.10 to the Company's Form 10-K for the period ended December 31, 2000. (File No. 0-23940). | |
10.11 | Indemnification Agreement between Alternative Resources Corporation and individual members of the Board of Directors dated February 4, 2002. Incorporated herein by reference to the Exhibit 10.11 of the Company's Form 10-K for the period ended December 31, 2001. (File No. 0-23940). | |
10.12 | Executive Employment Agreement between Alternative Resources Corporation and George W. Watts dated July 1, 2002. Incorporated herein by reference to the Exhibit 10.1 to the Company's Form 10-Q for the period ended June 30, 2002. (File No. 0-023940) | |
10.13 | Executive Separation Agreement between Alternative Resources Corporation and Raymond R. Hipp dated June 13, 2002. Incorporated herein by reference to the Exhibit 10.2 to the Company's Form 10-Q for the period ended June 30, 2002. (File No. 0-023940) | |
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10.14 | Director Agreement between Alternative Resources Corporation and Robert Stanojev dated August 5, 2002. Incorporated herein by reference to the Exhibit 10.3 to the Company's Form 10-Q for the period ended June 30, 2002. (File No. 0-023940) | |
10.15 | Executive Employment Agreement between Alternative Resources Corporation and Bill McLendon dated September 16, 2002. Incorporated herein by reference to the Exhibit 10.1 to the Company's Form 10-Q for the period ended September 30, 2002. (File No. 0-023940) | |
10.16 | Executive Separation Agreement between Alternative Resources Corporation and Miner Smith dated August 2, 2002. Incorporated herein by reference to the Exhibit 10.2 to the Company's Form 10-Q for the period ended September 30, 2002. (File No. 0-023940) | |
10.17 | Executive Separation Agreement between Alternative Resources Corporation and Sharon McKinney dated August 22, 2003. Incorporated herein by reference to the Exhibit 10.1 to the Company's Form 10-Q for the period ended September 30, 2003. (File No. 0-023940) | |
10.18 | Executive Employment Agreement between Alternative Resources Corporation and Tracy Linne dated June 25, 2003.* | |
10.19 | Executive Separation Agreement between Alternative Resources Corporation and George W. Watts dated December 15, 2003.* | |
10.20 | Executive Separation Agreement between Alternative Resources Corporation and Vic Fricas dated December 12, 2003.* | |
10.21 | Description of Severance Arrangements between Alternative Resources Corporation and Robert Stanojev. | |
21 | Subsidiaries of Alternative Resources Corporation* | |
23 | Consent of KPMG LLP* | |
31.1 | Certification of Chief Executive Officer pursuant to Rule 13a-15(e) or Rule 15d-15(e), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
31.2 | Certification of Chief Financial Officer pursuant to Rule 13a-15(e) or Rule 15d-15(e), as adopted pursuant to Section 302 of the Sarbanes- Oxley Act of 2002. | |
32 | Certification Pursuant to 18 U.S. C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* |
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