UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 - -------------------------------------------------------------------------------- FORM 10-K/A (AMENDMENT NO. 1) Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 - -------------------------------------------------------------------------------- For the year ended December 31, 2000 Commission file Number 000-21750 PRIMESOURCE CORPORATION (Exact name of registrant as specified in its charter) Pennsylvania 23-1430030 - ------------ ---------- (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 4350 Haddonfield Road, Suite 222, Pennsauken, N.J. 08109 - -------------------------------------------------- ----- (Address of Principal Executive Offices) (Zip Code) (856)488-4888 Registrant's Telephone Number Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Title of Each Class Name of Each Exchange on Which Registered - ------------------- ----------------------------------------- Common Stock $.01 par value per share Nasdaq 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. ( _ ) As of March 26, 2001 the aggregate market value of the voting stock held by nonaffiliates was approximately $25.7 million. As of March 26, 2001 there were 6,357,806 shares of common stock issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE The definitive Proxy Statement to be filed pursuant to Regulation 14A under the Securities Exchange Act of 1934 (Item 10- Directors Only, and Items 11, 12 and 13 of Part III). The index of exhibits is located on page 34 of this document. Explanatory Note: The purpose of this amendment is to include under Part IV, Item 14, the following exhibit-- Exhibit 10.18 - CANOPY, LLC LIMITED LIABILITY COMPANY AGREEMENT, Dated as of July 1, 2000 between PrimeSource Corporation and Xeikon America, Inc. This exhibit was omitted from the original Form 10-K. PART IV. ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a)(3) Exhibits The following additional exhibit is being incorporated - 10.18 CANOPY, LLC LIMITED LIABILITY COMPANY AGREEMENT, Dated as of July 1, 2000 between PrimeSource Corporation and Xeikon America, Inc. . PRIMESOURCE CORPORATION AND SUBSIDIARIES 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. Dated August 23, 2001 /s/ James F. Mullan -------------------- James F. Mullan President and Chief Executive Officer (principal executive officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on the behalf of the registrant and in the capacity and on the date indicated. Dated August 23, 2001 /s/ William A. DeMarco ----------------------- William A. DeMarco Vice President, Chief Financial Officer (principal financial and accounting officer) DIRECTORS Fred C. Aldridge, Jr.} /s/ William A. DeMarco Philip J. Baur, Jr.} ----------------------- Gary MacLeod} William A. DeMarco James F. Mullan} Attorney in fact Klaus D. Oebel} Power of Attorney Edward N. Patrone} dated August 21, 2001 John M. Pettine} Date August 23, 2001