FORM 10-K/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended SEPTEMBER 25, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ______ to ______
Commission file No. 0-15338
SEATTLE FILMWORKS, INC.
(Exact name of registrant as specified in its charter)
Washington 91-0964899
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
1260 16th Avenue West, Seattle, WA 98119
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (206) 281-1390
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, par
value $.01 per share and related preferred share purchase rights.
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 the
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. [ X ]
As of November 30, 1999, there were issued and outstanding 16,327,640
shares of Common Stock, par value $.01 per share. As of November 30, 1999, the
aggregate market value of the Registrant's Common Stock held by non-affiliates
of the Registrant was $47,106,904 based on the last sale price of the
Registrant's Common Stock as reported by the Nasdaq National Market.
Documents incorporated by reference:
Portions of the registrant's proxy statement relating to its 2000 annual
meeting of shareholders, to be held on February 15, 2000, are incorporated by
reference into Part III of this Annual Report on Form 10-K.
Page 1 of 9
Exhibit Index begins on page 7
Explanatory Note
This 10-K/A is being filed for the purpose of filing the Registrant's Third
Amended and Restated Articles of Incorporation dated February 5, 1998 as Exhibit
3.2 to this report in place of the following previously filed exhibits: Exhibit
3.2--Registrant's Second Restated Articles of Incorporation dated March 5, 1996
and Exhibit 3.3 Articles of Amendment to Articles of Incorporation dated
February 13, 1997. In addition, this amendment revises the cover page to
indicate that the Registrant's securities registered pursuant to Section 12(g)
of the Act include preferred share purchase rights related to the Registrant's
Common Stock, par value $.01. This Amendment does not restate reported results
for any period.
PART IV
ITEM 14 -- EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
a. Index to Consolidated Financial Statements and Consolidated Financial
Statement Schedules
(1) Consolidated Financial Statements Page
--------------------------------- ----
Report of Ernst & Young LLP, Independent Auditors 32
Consolidated Balance Sheets as of September 25, 1999 and
September 26, 1998 33
Consolidated Statements of Operations for the years ended
September 25, 1999, September 26, 1998, and September 27, 1997 34
Consolidated Statements of Shareholders' Equity for the years ended
September 25, 1999, September 26, 1998, and September 27, 1997 35
Consolidated Statements of Cash Flows for the years ended
September 25, 1999, September 26, 1998, and September 27, 1997 36
Notes to Consolidated Financial Statements 37-46
Supplemental Consolidated Financial Statement Schedule. The following additional
information should be read in conjunction with the Consolidated Financial
Statements of the Company included in Part II, Item 8.
(2) Schedule Page
-------- ----
II - Valuation and Qualifying Accounts 51
All other schedules have been omitted because the required information is
included in the consolidated financial statements or the notes thereto, or is
not applicable or required.
b. Reports on Form 8-K
None.
2
c. Exhibits
The only exhibit filed with this 10-K/A is the Registrant's Third Amended
and Restated Articles of Incorporation dated February 5, 1998 as item 3.2 below
which exhibit is being filed in place of the Registrant's Second Restated
Articles of Incorporation dated March 5, 1996, which had previously been filed
as Exhibit 3.2, and the Registrant's Articles of Amendment to Articles of
Incorporation dated February 13, 1997, which had previously been filed as
Exhibit 3.3. The items previously filed as Exhibits 3.2 and 3.3 are being
deleted by this amendment.
The following list is a subset of the exhibits set forth below and contains
all compensatory plans, contracts, or arrangements in which any director or
executive officer of the Company is a participant, unless the method of
allocation of benefits thereunder is the same for management and non-management
participants:
(1) The Company's Incentive Stock Option Plan, as amended and restated as
of April 1, 1996. See Exhibit 10.5
(2) The Company's 1987 Stock Option Plan, as amended and restated as of
April 1, 1996. See Exhibit 10.7
Exhibit
Number Exhibit Description
- --------- -------------------
3.1 Bylaws of the Company, as amended and restated on November 13,
1996. (Incorporated by reference to Exhibit 3.2filed with the
Company's Annual Report on Form 10-K for the year ended
September 28, 1996.)
3.2 ** Third Amended and Restated Articles of Incorporation of
Seattle FilmWorks, Inc. dated February 5, 1998.
3.4 Form of Certificate of Designation Preferences and Rights of
Series RP Preferred Stock (previously filed).
4.1 Rights Agreement dated December 16, 1999 between the
Registrant and Chase Mellon Shareholder Services L.L.C., as
Rights Agent (Incorporated by reference to Exhibit 4.1 to the
current report on Form 8-K filed with the Commission on
December 17, 1999.)
10.1 Lease Agreement dated September 10, 1985 between Gilbert
Scherer and Marlyn Friedlander, Lessors, and the Company with
respect to certain office and plant facilities in Seattle,
Washington. (Incorporated by reference to the exhibit with a
corresponding number filed with the Company's registration
statement on Form S-1 (file no. 33-4388)
10.2 First Amendment to Facility Lease Agreement dated April 29,
1989, with Gilbert Scherer and Marlyn Friedlander, Lessors.
(Incorporated by reference to Exhibit 10.48 filed with the
Company's Annual Report on Form 10-K for the year ended
September 30, 1989.)
10.3 Second Amendment to Facility Lease Agreement dated November 2,
1998, with Gilbert Scherer and Marlyn Friedlander, Lessors.
(Incorporated by reference to Exhibit 10.3 filed with the
Company's Annual Report on Form 10-K for the year ended
September 26, 1998.)
3
10.4 Consent to Sublease dated September 30, 1996, between Gilbert
Scherer and Marlyn Friedlander and Seattle FilmWorks, Inc.
(Incorporated by reference to Exhibit 10.3 filed with the
Company's Annual Report on Form 10-K for the year ended
September 28, 1996.)
10.5 Incentive Stock Option Plan, as amended and restated as of
April 1, 1996. (Incorporated by reference to Exhibit 10.1
filed with the Company's Quarterly Report on Form 10-Q for the
quarter ended June 29, 1996.)
10.6 Form of Incentive Stock Option Agreement. (Incorporated
by reference to Exhibit 10.2 filed with the Company's
Registration Statement on Form S-8, file no. 33-24107.)
10.7 1987 Stock Option Plan, as amended and restated as of April 1,
1996. (Incorporated by reference to Exhibit 10.2 filed
with the Company's Quarterly Report on Form 10-Q for the
quarter ended June 29, 1996.)
10.8 Form of Stock Option Agreement. (Incorporated by reference to
Exhibit 10.4 filed with the Company's Registration Statement
on Form S-8, file no. 33-24107.)
10.9 1993 Employee Stock Purchase Plan as amended and restated as
of May 31, 1995. (Incorporated by reference to Exhibit 10.58
filed with the Company's Annual Report on Form 10-K for the
year ended September 30, 1995.)
10.10 1999 Employee Stock Option Plan dated October 20, 1999
(previously filed).
10.11 Credit Agreement with Wells Fargo Bank, National Association
as of March 1, 1997. (Incorporated by reference to Exhibit
10.1 filed with the Company's Quarterly Report on Form 10-Q
for the quarter ended June 28, 1997.)
10.12 First Amendment to Credit Agreement with Wells Fargo Bank,
National Association as of February 24, 1998. (Incorporated by
reference to Exhibit 10.1 filed with the Company's Quarterly
Report on Form 10-Q for the quarter ended June 27, 1998.)
10.13 Second Amendment to Credit Agreement with Wells Fargo Bank,
National Association as of June 30, 1999 (previously filed).
10.14 Stock Redemption Agreement dated July 20, 1994 between the
Company and Sam Rubinstein and related promissory note.
(Incorporated by reference to Exhibits 5.1 and 5.2 filed with
the Company's Report on Form 8-K dated July 22, 1994.)
10.15 Lease Agreement dated September 22, 1995 between the United
States of America, Lessors, and the Company with respect to
certain plant and warehouse facilities in Seattle, Washington.
(Incorporated by reference to Exhibit 10.63 filed with the
Company's Annual Report on Form 10-K for the year ended
September 30, 1995.)
10.16 Addendum to Lease Agreement dated January 1, 1996 between the
United States of America, Lessors, and the Company.
(Incorporated by reference to Exhibit 10.3 filed with the
Company's Quarterly Report on Form 10-Q for the quarter ended
March 30, 1996.)
10.17 Supplemental Lease Agreement dated October 21, 1996 between
the United States of America, Lessors, and the Company.
(Incorporated by reference to Exhibit 10.17 filed with the
Company's Annual Report on Form 10-K for the year ended
September 28, 1996.)
4
10.18 Lease agreement dated March 4, 1997 between Smith Cove
Partnership and the Company. (Incorporated by reference to
Exhibit 10.3 filed with the Company's Quarterly Report on Form
10-Q for the quarter ended March 29, 1997.)
10.19* Sales contract dated August 18, 1995 between the Company and
Agfa Division of Miles, Inc. with respect to the purchase of
certain products. (Incorporated by reference to Exhibit 10.64
filed with the Company's Quarterly Report on Form 10-Q for the
quarter ended March 30, 1996.)
10.20* Supplement to sales contract with Agfa Division of Miles, Inc.
dated March 29, 1996. (Incorporated by reference to Exhibit
10.2 filed with the Company's Quarterly Report on Form 10-Q
for the quarter ended March 30, 1996.)
10.21* Agfa Sales Contract and Sales Contract Addendum dated May 21,
1997. (Incorporated by reference to Exhibit 10.2 filed with
the Company's Quarterly Report on Form 10-Q for the quarter
ended June 28, 1997.)
10.22* Kodak Agreement dated May 13, 1997. (Incorporated by reference
to Exhibit 10.3 filed with the Company's Quarterly Report on
Form 10-Q for the quarter ended June 28, 1997.)
10.23* AT&T Agreement dated March 5, 1997. (Incorporated by reference
to Exhibit 10.2 filed with the Company's Quarterly Report on
Form 10-Q for the quarter ended March 29, 1997.)
10.24 Warehouse Sublease between Seattle FilmWorks, Inc. and
OptiColor, Inc. dated September 26, 1999 (previously filed).
10.25 Warehouse Sublease between Seattle FilmWorks, Inc. and Seattle
FilmWorks Manufacturing Company dated September 26, 1999
(previously filed).
10.26 1260 16th Avenue West Sublease between Seattle FilmWorks, Inc.
and OptiColor Inc. dated September 26, 1999 (previously
filed).
10.27 1260 16th Avenue West Sublease between Seattle FilmWorks, Inc.
and Seattle FilmWorks Manufacturing Company dated September
26, 1999 (previously filed).
10.28 General Assignment between Seattle FilmWorks, Inc., Seattle
FilmWorks Manufacturing Company and OptiColor, Inc. dated
September 30, 1996. (Incorporated by reference to Exhibit
10.24 filed with the Company's Annual Report on Form 10-K for
the year ended September 28, 1996.) (previously filed)
21 Seattle FilmWorks, Inc. Subsidiaries (previously filed)
23 Consent of Ernst & Young LLP, Independent Auditors (previously
filed)
27 Financial Data Schedule (previously filed)
* Exhibit for which confidential treatment has been granted.
* * Filed herewith.
5
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.
SEATTLE FILMWORKS, INC.
(REGISTRANT)
DATED: January 13, 2000 By: /s/ Gary R. Christophersen
Gary R. Christophersen
President and Chief Executive Officer
(Principal Executive Officer)
6
EXHIBIT INDEX
Annual Report on Form 10-K/A
For The Year Ended September 25, 1999
Exhibit
Number Exhibit Description
- -------- -------------------
3.1 Bylaws of the Company, as amended and restated on November 13,
1996. (Incorporated by reference to Exhibit 3.2 filed with the
Company's Annual Report on Form 10-K for the year ended
September 28, 1996.)
3.2** Third Amended and Restated Articles of Incorporation of
Seattle FilmWorks, Inc. dated February 5, 1998.
3.4 Form of Certificate of Designation Preferences and Rights of
Series RP Preferred Stock (previously filed).
4.1 Rights Agreement dated December 16, 1999 between the
Registrant and Chase Mellon Shareholder Services L.L.C., as
Rights Agent (Incorporated by reference to Exhibit 4.1 to the
current report on Form 8-K filed with the Commission on
December 17, 1999.)
10.1 Lease Agreement dated September 10, 1985 between Gilbert
Scherer and Marlyn Friedlander, Lessors, and the Company with
respect to certain office and plant facilities in Seattle,
Washington. (Incorporated by reference to the exhibit with a
corresponding number filed with the Company's registration
statement on Form S-1 (file no. 33-4388)
10.2 First Amendment to Facility Lease Agreement dated April 29,
1989, with Gilbert Scherer and Marlyn Friedlander, Lessors.
(Incorporated by reference to Exhibit 10.48 filed with the
Company's Annual Report on Form 10-K for the year ended
September 30, 1989.)
10.3 Second Amendment to Facility Lease Agreement dated November 2,
1998, with Gilbert Scherer and Marlyn Friedlander, Lessors.
(Incorporated by reference to Exhibit 10.3 filed with the
Company's Annual Report on Form 10-K for the year ended
September 26, 1998.)
10.4 Consent to Sublease dated September 30, 1996, between Gilbert
Scherer and Marlyn Friedlander and Seattle FilmWorks, Inc.
(Incorporated by reference to Exhibit 10.3 filed with the
Company's Annual Report on Form 10-K for the year ended
September 28, 1996.)
10.5 Incentive Stock Option Plan, as amended and restated as of
April 1, 1996. (Incorporated by reference to Exhibit 10.1
filed with the Company's Quarterly Report on Form 10-Q for the
quarter ended June 29, 1996.)
10.6 Form of Incentive Stock Option Agreement. (Incorporated by
reference to Exhibit 10.2 filed with the Company's
Registration Statement on Form S-8, file no. 33-24107.)
10.7 1987 Stock Option Plan, as amended and restated as of April 1,
1996. (Incorporated by reference to Exhibit 10.2 filed with
the Company's Quarterly Report on Form 10-Q for the quarter
ended June 29, 1996.)
7
10.8 Form of Stock Option Agreement. (Incorporated by reference to
Exhibit 10.4 filed with the Company's Registration Statement
on Form S-8, file no. 33-24107.)
10.9 1993 Employee Stock Purchase Plan as amended and restated as
of May 31, 1995. (Incorporated by reference to Exhibit 10.58
filed with the Company's Annual Report on Form 10-K for the
year ended September 30, 1995.)
10.10 1999 Employee Stock Option Plan dated October 20, 1999
(previously filed).
10.11 Credit Agreement with Wells Fargo Bank, National Association
as of March 1, 1997. (Incorporated by reference to Exhibit
10.1 filed with the Company's Quarterly Report on Form 10-Q
for the quarter ended June 28, 1997.)
10.12 First Amendment to Credit Agreement with Wells Fargo Bank,
National Association as of February 24, 1998. (Incorporated by
reference to Exhibit 10.1 filed with the Company's Quarterly
Report on Form 10-Q for the quarter ended June 27, 1998.)
10.13 Second Amendment to Credit Agreement with Wells Fargo Bank,
National Association as of June 30, 1999 (previously filed).
10.14 Stock Redemption Agreement dated July 20, 1994 between the
Company and Sam Rubinstein and related promissory note.
(Incorporated by reference to Exhibits 5.1 and 5.2 filed with
the Company's Report on Form 8-K dated July 22, 1994.)
10.15 Lease Agreement dated September 22, 1995 between the United
States of America, Lessors, and the Company with respect to
certain plant and warehouse facilities in Seattle, Washington.
(Incorporated by reference to Exhibit 10.63 filed with the
Company's Annual Report on Form 10-K for the year ended
September 30, 1995.)
10.16 Addendum to Lease Agreement dated January 1, 1996 between the
United States of America, Lessors, and the Company.
(Incorporated by reference to Exhibit 10.3 filed with the
Company's Quarterly Report on Form 10-Q for the quarter ended
March 30, 1996.)
10.17 Supplemental Lease Agreement dated October 21, 1996 between
the United States of America, Lessors, and the Company.
(Incorporated by reference to Exhibit 10.17 filed with the
Company's Annual Report on Form 10-K for the year ended
September 28, 1996.)
10.18 Lease agreement dated March 4, 1997 between Smith Cove
Partnership and the Company. (Incorporated by reference to
Exhibit 10.3 filed with the Company's Quarterly Report on Form
10-Q for the quarter ended March 29, 1997.)
10.19* Sales contract dated August 18, 1995 between the Company and
Agfa Division of Miles, Inc. with respect to the purchase of
certain products. (Incorporated by reference to Exhibit 10.64
filed with the Company's Quarterly Report on Form 10-Q for the
quarter ended March 30, 1996.)
10.20* Supplement to sales contract with Agfa Division of Miles, Inc.
dated March 29, 1996. (Incorporated by reference to Exhibit
10.2 filed with the Company's Quarterly Report on Form 10-Q
for the quarter ended March 30, 1996.)
8
10.21* Agfa Sales Contract and Sales Contract Addendum dated May 21,
1997. (Incorporated by reference to Exhibit 10.2 filed with
the Company's Quarterly Report on Form 10-Q for the quarter
ended June 28, 1997.)
10.22* Kodak Agreement dated May 13, 1997. (Incorporated by reference
to Exhibit 10.3 filed with the Company's Quarterly Report on
Form 10-Q for the quarter ended June 28, 1997.)
10.23* AT&T Agreement dated March 5, 1997. (Incorporated by reference
to Exhibit 10.2 filed with the Company's Quarterly Report on
Form 10-Q for the quarter ended March 29, 1997.)
10.24 Warehouse Sublease between Seattle FilmWorks, Inc. and
OptiColor, Inc. dated September 26, 1999 (previously filed).
10.25 Warehouse Sublease between Seattle FilmWorks, Inc. and Seattle
FilmWorks Manufacturing Company dated September 26, 1999
(previously filed).
10.26 1260 16th Avenue West Sublease between Seattle FilmWorks, Inc.
and OptiColor Inc. dated September 26, 1999 (previously
filed).
10.27 1260 16th Avenue West Sublease between Seattle FilmWorks, Inc.
and Seattle FilmWorks Manufacturing Company dated September
26, 1999 (previously filed).
10.28 General Assignment between Seattle FilmWorks, Inc., Seattle
FilmWorks Manufacturing Company and OptiColor, Inc. dated
September 30, 1996. (Incorporated by reference to Exhibit
10.24 filed with the Company's Annual Report on Form 10-K for
the year ended September 28, 1996.)
21 Seattle FilmWorks, Inc. Subsidiaries (previously filed)
23 Consent of Ernst & Young LLP, Independent Auditors (previously
filed)
27 Financial Data Schedule (previously filed)
* Exhibit for which confidential treatment has been granted.
** Filed herewith.