SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(AMENDMENT NO. 1)
_X_ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (FEE REQUIRED)
FOR THE FISCAL YEAR ENDED JANUARY 31, 1996
___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transaction period from _______ to ________
Commission File Number: 0-18252
ULTRA PAC, INC.
(Exact name of Registrant as specified in its charter)
Minnesota 41-1581031
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
21925 Industrial Boulevard
Rogers, Minnesota 55374
(Address of Principal executive offices)
(612) 428-8340
(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, no 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. _X_ YES ___ 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. _X_
As of March 31, 1996, 3,766,215 shares of Common Stock, no par value per
share, were outstanding, and the aggregate market value of the shares of Common
Stock (based upon the closing sales price on such date reported by NASDAQ) held
by nonaffiliates of the Registrant was approximately $9,556,815.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Definitive Proxy Statement for its Annual Meeting
of Shareholders to be held July 16, 1996, are incorporated by reference into
Part III.
PART IV.
ITEM 14 - EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES, AND REPORTS ON FORM 8-K
3. (a) Exhibits
The exhibits required to be a part of this Report are listed in the Index
to Exhibits which follows the Financial Statement Schedules. A copy of these
Exhibits will be furnished at a reasonable cost to any person who is a
shareholder of the Company as of May 17, 1996 upon receipt from any such person
of a written request for any such Exhibit. Such request should be sent to Ultra
Pac, Inc., 21925 Industrial Blvd., Rogers, Minnesota 55374, Attention: Chief
Financial Officer.
All exhibits identified herein were previously filed on Form 10-K. This
Amendment No. 1 to Form 10-K/A includes Exhibit 10.56, Material supply agreement
with Eastman Chemical Company, dated January 2, 1996, in an amended,
less-redacted version, which is filed herewith.
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.
ULTRA PAC, INC.
Dated: September 25, 1996 By: /s/ Calvin Krupa
Calvin Krupa
Its: 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:
Signature Title Date
/s/ Calvin Krupa President, Chief September 20, 1996
Calvin Krupa Executive Officer and
Director
/s/ Brad C. Yopp Chief Financial September 20, 1996
Brad C. Yopp Officer (Principal
Accounting Officer)
/s/ James A. Thole Secretary and September 20, 1996
James A. Thole Director
John F. DeBoer Director
/s/ Thomas F. Rains Director September 20, 1996
Thomas F. Rains
/s/ Frank I. Harvey Director September 20, 1996
Frank I. Harvey
No annual report or proxy materials have been sent to security holders. An
annual report for the Company's fiscal year ended January 31, 1996, will be
forwarded to shareholders.
3. (A) EXHIBITS
All exhibits identified herein were previously filed on Form 10-K. This
Amendment No. 1 to Form 10-K/A includes Exhibit 10.56, Material supply agreement
with Eastman Chemical Company, dated January 2, 1996, in an amended,
less-redacted version, which is filed herewith.
3.1 Restated Articles of Incorporation (Exhibit No. 3.1) (3)
3.2 Bylaws (Exhibit No. 3.2) (1)
10.2 Employment Agreement with Calvin Krupa, dated June 20, 1989 (Exhibit No. 10.2) (2)
10.3 First Amendment to Employment Agreement, dated March 31, 1990, with Calvin Krupa (Exhibit No. 10.17) (4)
10.4 Second Amendment to Employment Agreement, dated January 3, 1992, with Calvin Krupa (Exhibit No. 10.4) (9)
10.9 1991 Stock Option Plan (exhibit No. 10.3) (7)
10.15 Lease Agreement with Charles J. Van Heel for 21925 Industrial Boulevard, Rogers, Minnesota dated July 23,
1991 (Exhibit No. 10.2) (8)
10.16 Amendment dated July 23, 1991, to Lease Agreement with Charles J. Van Heel for 21925 Industrial
Boulevard, Rogers, Minnesota, dated July 23, 1991 (Exhibit No. 10.3) (8)
10.17 Outside Directors' Option Plan (Exhibit No. 10.17) (9)
10.19 Purchase Agreement and Contract For Deed with Clement L. Sharp dated October 29, 1992 (Exhibit 10.2) (10)
10.20 Purchase Agreement with Mr. Chuck Van Heel dated December 7, 1992 (Exhibit No. 10.3) (10)
10.22 Equipment Note Agreement with Norwest Equipment Finance, Inc., dated March 22, 1993 (Exhibit No. 10.22) (11)
10.23 Lease Agreement with MLH Partners, dated April 8, 1992 (Exhibit 10.23) (11)
10.24 Equipment Note Agreement with Norwest Equipment Finance Inc., dated April 14, 1993 (Exhibit 10.24) (11)
10.25 Letter of Intent for real estate mortgage agreement with AmeriBank dated March 17, 1993 (Exhibit 10.25) (11)
10.26 Amendment dated June 1, 1993, to Lease Agreement with Charles J. Van Heel for 21925
Industrial Boulevard, Rogers, Minnesota, N.A. dated May 26, 1992 (Exhibit No. 10.1) (12)
10.27 Real Estate Mortgage Agreement with AmeriBank dated June 1, 1993 (Exhibit No. 10.2) (12)
10.29 Assumption Agreement between Ultra Pac, Inc. and Charles J. Van Heel and Marilyn Van
Heel, dated June 3, 1993 and the Mortgage Note between Charles J. Van Heel and W.J.D. & Co.
(Exhibit No. 10.2) (13)
10.30 Equipment Lease Agreement with the CIT Group dated August 30, 1993 (Exhibit No. 10.1) (14)
10.31 Equipment Note Agreement with Norwest Equipment Finance, Inc., dated October 19, 1993 (Exhibit No. 10.2) (14)
10.32 Equipment Note Agreement with Norwest Equipment Finance, Inc., Dated November 8, 1993 (Exhibit No. 10.3) (14)
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10.33 Amendment dated December 1, 1993 to Lease Agreement with ML Limited Partnership dated April 8, 1993
(Exhibit 10.33) (15)
10.34 Patent, Technical Information and Technical Assistance Agreement with Shell Oil Company dated
May 28, 1993 (Exhibit 10.34) (15)
10.35 Interim Funding Agreement with Norwest Equipment Finance dated February 3, 1994 (Exhibit 10.35) (15)
10.37 Equipment Note Agreement with Norwest Equipment Finance, Inc. dated May 24, 1994 (Exhibit 10.1) (16)
10.38 Equipment Lease Agreement with the CIT Group dated February 1, 1994. (Exhibit 10.2) (16)
10.39 Credit and Security Agreement with Norwest Bank, Minnesota N.A. dated June 13, 1994. (Exhibit 10-3) (16)
10.40 Equipment Note Agreement with Norwest Equipment Finance, Inc. dated October 17, 1994 (Exhibit 10.1) (17)
10.41 Leasehold Lease Agreement with Linmark Financial Group, Inc. dated October 20, 1994 (Exhibit 10.2) (17)
10.42 Lease Agreement with Charles J. Van Heel, dated November 20, 1994, for 22101 Industrial Blvd., Rogers, Minnesota
(Exhibit 10.3) (17)
10.43 Lease Agreement with Charles J. Van Heel, dated November 20, 1994, for 22101 Industrial Blvd., Rogers, Minnesota
(Exhibit 10.4) (17)
10.44 Second Amendment dated November 2, 1994, to Lease Agreement with Charles J. Van Heel for 21925 Industrial Blvd.,
Rogers, Minnesota (Exhibit 10.5) (17)
10.45 Waiver dated December 14, 1994, related to Credit and Security Agreement with Norwest Bank, Minnesota N.A.
dated June 13, 1994 (Exhibit 10.6) (17)
10.46 Loan and Security Agreement with the CIT Group/Equipment Financing, Inc., dated March 10, 1995
(Exhibit 10.46) (18)
10.47 Amendment dated July 1, 1994 to the Credit and Security Agreement with Norwest Bank, Minnesota, N.A. dated
June 13, 1994 (Exhibit 10.47) (18)
10.48 Amendment dated March 7, 1995 to the Credit and Security Agreement with Norwest Bank, Minnesota, N.A. dated
June 13, 1994. (Exhibit 10.48) (18)
10.49 Waiver dated March 2, 1995, related to Credit and Security Agreement with Norwest Bank, Minnesota N.A. dated
June 13, 1994 (Exhibit 10.49) (18)
10.50 Waiver dated March 3, 1995, related to Real Estate Mortgage Agreement with AmeriBank, dated June 1, 1993
(Exhibit 10.50) (18)
10.51 Amendment dated June 1, 1995 to the Credit and Security Agreement with Norwest Bank, Minnesota N.A., dated
June 13, 1994. (Exhibit 10.1) (19)
10.52 Amendment dated June 30, 1995 to the Credit and Security Agreement with Norwest Bank, Minnesota N.A., dated
June 13, 1994. (Exhibit 10.1) (20)
10.53 Waiver dated September 7, 1995, related to the Credit and Security Agreement with Norwest Bank, Minnesota N.A.,
dated June 13, 1994. (Exhibit 10.2) (20)
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10.54 Amendment dated October 8, 1995 to the Credit and Security Agreement with Norwest Bank, Minnesota N.A., dated
June 13, 1994. (Exhibit 10.1) (21)
10.55 Waiver dated December 12, 1995 related to the Credit and Security Agreement with Norwest Bank, Minnesota N.A.,
dated June 13, 1994. (Exhibit 10.2) (21)
* 10.56 Material supply agreement with Eastman Chemical Company, dated January 2, 1996 (confidential treatment has been
requested with respect to selected portions of this exhibit).
10.57 Equipment note agreement with Wentworth Capital Corporation dated December 7, 1995.
10.58 Financing Commitment with Norwest Credit, Inc. dated April 25, 1996.
10.59 Financing Commitment with Norwest Bank Minnesota N.A. dated April 25, 1996.
10.60 Commitment Letter, dated April 25, 1996, to Amend the Security Agreement on Promissory Note with USL Capital
Corporation dated December 20, 1994.
10.61 Commitment Letter, dated April 25, 1996, to Amend the Loan and Security Agreement with The CIT Group/Equipment
Financing, Inc. dated March 10, 1995.
10.62 Commitment letter, dated April 25, 1996, to Amend the Equipment Note Agreement with Norwest Equipment Finance
dated May 24, 1994.
10.63 Commitment letter, dated April 26, 1996, to Amend the Equipment Note Agreements with Norwest Equipment Finance
dated March 22, 1993, April 14, 1993, October 19, 1993, November 8, 1993 and October 17, 1994 respectively.
10.64 Waiver dated April 26, 1996, related to the Credit and Security Agreement with Norwest Bank, Minnesota N.A.
dated June 13, 1994.
10.65 Waiver dated April 26, 1996, related to Real Estate Mortgage Agreement with AmeriBank, dated June 1, 1993.
23.1 Consent of Independent Certified Public Accountants (originally misnumbered as Exhibit 24.1).
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* Filed herewith
(1) Incorporated by reference to the specified exhibit to the Form S-18
Registration Statement, dated August 15, 1988, Registration No. 33-23631C.
(2) Incorporated by reference to the specified exhibit to the Form 10-Q for the
quarter ended July 31, 1989.
(3) Incorporated by reference to the specified exhibit to the Form 10-Q for the
quarter ended October 31, 1989.
(4) Incorporated by reference to the specified exhibit to the Form 10-Q for the
quarter ended January 31, 1990.
(5) Incorporated by reference to the specified exhibit to the Form 10-Q for the
quarter ended July 31, 1990.
E3
(6) Incorporated by reference to the specified exhibit to the Form 10-Q for the
quarter ended April 30, 1991.
(7) Incorporated by reference to the specified exhibit to the Form 10-Q for the
quarter ended July 31, 1991.
(8) Incorporated by reference to the specified exhibit to the Registration
Statement on Form S-2 dated April 3, 1992, Registration No. 33-46937.
(9) Incorporated by reference to the specified exhibit to the Form 10-Q for the
quarter ended April 30, 1992.
(10) Incorporated by reference to the specified exhibit to the Form 10-Q for the
quarter ended October 31, 1992.
(11) Incorporated by reference to the specified exhibit to the Form 10-K for the
year ended January 31, 1993.
(12) Incorporated by reference to the specified exhibit to the Form 10-Q for the
quarter ended April 30, 1993.
(13) Incorporated by reference to the specified exhibit to the Form 10-Q for the
quarter ended July 31, 1993.
(14) Incorporated by reference to the specified exhibit to the Form 10-Q for the
quarter ended October 31, 1993.
(15) Incorporated by reference to the specified exhibit to the Form 10-K for the
year ended January 31, 1994.
(16) Incorporated by reference to the specified exhibit to the Form 10-Q for the
quarter ended April 30, 1994.
(17) Incorporated by reference to the specified exhibit to the Form 10-Q for the
quarter ended October 31, 1994.
(18) Incorporated by reference to the specified exhibit to the Form 10-K for the
year ended January 31, 1995.
(19) Incorporated by reference to the specified exhibit to the Form 10-Q for the
quarter ended April 30, 1995.
(20) Incorporated by reference to the specified exhibit to the Form 10-Q for the
quarter ended July 31, 1995.
(21) Incorporated by reference to the specified exhibit to the Form 10-Q for the
quarter ended October 31, 1995.