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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
AMENDMENT NO. 1
[X] 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 0-27824
SPAR GROUP, INC.
Delaware 33-0684451
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
580 WHITE PLAINS ROAD, TARRYTOWN, NEW YORK 10591
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (914) 332-4100
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
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 twelve 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
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 .
The aggregate market value of the Common Stock of the Registrant held by
non-affiliates of the Registrant on March 27, 2001, based on the closing price
of the Common Stock as reported by the Nasdaq SmallCap Market on such date, was
approximately $20,556,371.
The number of shares of the Registrant's Common Stock outstanding as of
March 27, 2001 was 18,272,330 shares.
DOCUMENTS INCORPORATED BY REFERENCE
Exhibits to Form 10-K (as amended) for the year ended December 31, 1999 are
prior periods as referred to in Item 3 hereof.
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INTRODUCTION
This Form 10-K/A (Amendment No. 1) amends and restates Item 3 of the
2000 Form 10-K as set forth herein.
Page 2
3. EXHIBITS.
EXHIBIT NUMBER DESCRIPTION
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3.1 Certificate of Incorporation of SPAR Group, Inc., as
amended (incorporated by reference to the Company's
Registration Statement on Form S-1 (Registration No.
33-80429) as filed with the Securities and Exchange
Commission on December 14, 1995 (the "Form S-1") and to
Exhibit 3.1 to the Company's Form 10-Q for the 3rd
Quarter ended September 30, 1999).
3.2 By-laws of PIA (incorporated by reference to the Form
S-1).
4.1 Registration Rights Agreement entered into as of January
21, 1992 by and between RVM Holding Corporation.
RVM/PIA, a California Limited Partnership, The Riordan
Foundation and Creditanstalt-Bankverine (incorporated by
reference to the Form S-1).
10.1 1990 Stock Option Plan (incorporated by reference to the
Form S-1).
10.2 Amended and Restated 1995 Stock Option Plan
(incorporated by reference of Exhibit 10.2 to the
Company's Form 10-Q for the 2nd Quarter ended July 3,
1998).
10.3 1995 Stock Option Plan for Non-employee Directors
(incorporated by reference to the Form S-1).
10.4 2000 Stock Option Plan.
10.5 Employment Agreement dated as of June 25, 1997 between
PIA and Terry R. Peets (incorporated by reference to
Exhibit 10.5 to the Company's Form 10-Q for the 2nd
Quarter ended June 30, 1997).
10.6 Severance Agreement dated as of February 20, 1998
between PIA and Cathy L. Wood (incorporated by reference
to Exhibit 10.5 to the Company's Form 10-Q for the 1st
Quarter ended April 30, 1998).
10.7 Severance Agreement dated as of August 10, 1998 between
PIA and Clinton E. Owens (incorporated by reference to
Exhibit 10.6 to the Company's Form 10-Q for the 3rd
Quarter ended October 2, 1998).
10.8 Amendment No. 1 to Employment Agreement dated as of
October 1, 1998 between PIA and Terry R. Peets
(incorporated by reference to the Company's initial
Form 10-K for the fiscal year ended January 1, 1999).
10.9 Amended and Restated Severance Compensation Agreement
dated as of October 1, 1998 between PIA and Cathy L.
Wood (incorporated by reference to the Company's initial
Form 10-K for the fiscal year ended January 1, 1999).
10.10 Loan and Security Agreement dated December 7, 1998 among
Mellon Bank, N.A., PIA Merchandising Co., Inc., Pacific
Indoor Display Co. and PIA (incorporated by reference to
the Company's initial Form 10-K for the fiscal year
ended January 1, 1999).
10.11 Agreement and Plan of Merger dated as of February 28,
1999 among PIA, SG Acquisition, Inc., PIA Merchandising
Co., Inc., SPAR Acquisition, Inc., SPAR Marketing, Inc.,
SPAR Marketing Force, Inc., SPAR, Inc., SPAR/Burgoyne
Retail Services, Inc., SPAR Incentive Marketing, Inc.,
SPAR MCI Performance Group, Inc. and SPAR Trademarks,
Inc. (incorporated by reference to the Company's initial
Form 10-K for the fiscal year ended January 1, 1999).
10.12 Voting Agreement dated as of February 28, 1999 among
PIA, Clinton E. Owens, RVM/PIA, California limited
partnership, Robert G. Brown and William H. Bartels
(incorporated by reference to the Company's initial
Form 10-K for the fiscal year ended January 1, 1999).
10.13 Amendment No. 2 to Employment Agreement dated as of
February 11, 1999 between PIA and Terry R. Peets
(incorporated by reference to Exhibit 10.12 to the
Company's Form 10-Q for the 2nd Quarter ended April 2,
1999).
Page 3
10.14 Special Purpose Stock Option Plan (incorporated by
reference to Exhibit 10.13 of the Company's Form 10-Q
for the 2nd Quarter ended July 2, 1999.
10.15 Amendment No. 1 to Severance Agreement dated as of May
18, 1999 between the Company and Cathy L. Wood
(incorporated by reference to Exhibit 10.14 of the
Company's Form 10-Q for the 3rd Quarter ended September
30, 1999).
10.16 Second Amended and Restated Revolving Credit, Term Loan
and Security Agreement by and among IBJ Whitehall
Business Credit Corporation with SPAR Marketing Force,
Inc., SPAR Group, Inc., SPAR, Inc., SPAR/Burgoyne Retail
Services, Inc., SPAR Incentive Marketing, Inc., SPAR
Trademarks, Inc., SPAR MCI Performance Group, Inc., SPAR
Marketing, Inc. (DE), SPAR Marketing, Inc. (NV), SPAR
Acquisition, Inc., PIA Merchandising, Co., Inc., Pacific
Indoor Display Co., Inc., and Pivotal Sales Company
dated as of September 22, 1999 (incorporated by
reference to the Company's initial Form 10-K for the
fiscal year ended December 31, 1999).
10.17 Waiver and Amendment No. 1 ("Amendment") is entered into
as of December 8, 1999, by and between SPAR Marketing
Force, Inc., SPAR, Inc., SPAR/Burgoyne Retail Services,
Inc., SPAR Group, Inc., SPAR Incentive Marketing, Inc.,
SPAR Trademarks, Inc., SPAR Performance Group, Inc.
(f/k/a SPAR MCI Performance Group, Inc.), SPAR
Marketing, Inc. (DE), SPAR Marketing, Inc. (NV), SPAR
Acquisition, Inc., PIA Merchandising Co., Inc., Pacific
Indoor Display Co., Inc. and Pivotal Sales Company (each
a "Borrower" and collectively, the "Borrowers") and IBJ
Whitehall Business Credit Corporation ("Lender")
(incorporated by reference to the Company's initial
Form 10-K for the fiscal year ended December 31, 1999).
10.18 Service Agreement dated as of January 4, 1999 by and
between SPAR Marketing Force, Inc. and SPAR Marketing
Services, Inc. (incorporated by reference to the
Company's Form 10-K/A (Amendment No. 1) for the fiscal
year ended December 31, 1999).
10.19 Business Manager Agreement dated as of July 8, 1999 by
and between SPAR Marketing Force, Inc. and SPAR
Marketing Services, Inc. (incorporated by reference to
the Company's Form 10-K/A (Amendment No. 1) for the
fiscal year ended December 31, 1999).
21.1 Subsidiaries of the Company.
23.1 Consent of Ernst & Young LLP.
Page 4
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this amendment to the
report to be signed on its behalf by the undersigned, thereunto duly authorized.
SPAR GROUP, INC.
By:/s/ Charles Cimitile
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Charles Cimitile
April 20, 2001 Chief Financial Officer
Page 5
EXHIBIT INDEX
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Exhibit Number Description
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3.1 Certificate of Incorporation of SPAR Group, Inc., as
amended (incorporated by reference to the Company's
Registration Statement on Form S-1 (Registration No.
33-80429) as filed with the Securities and Exchange
Commission on December 14, 1995 (the "Form S-1") and to
Exhibit 3.1 to the Company's Form 10-Q for the 3rd
Quarter ended September 30, 1999).
3.2 By-laws of PIA (incorporated by reference to the Form
S-1).
4.1 Registration Rights Agreement entered into as of January
21, 1992 by and between RVM Holding Corporation.
RVM/PIA, a California Limited Partnership, The Riordan
Foundation and Creditanstalt-Bankverine (incorporated by
reference to the Form S-1).
10.1 1990 Stock Option Plan (incorporated by reference to the
Form S-1).
10.2 Amended and Restated 1995 Stock Option Plan
(incorporated by reference of Exhibit 10.2 to the
Company's Form 10-Q for the 2nd Quarter ended July 3,
1998).
10.3 1995 Stock Option Plan for Non-employee Directors
(incorporated by reference to the Form S-1).
10.4 2000 Stock Option Plan.
10.5 Employment Agreement dated as of June 25, 1997 between
PIA and Terry R. Peets (incorporated by reference to
Exhibit 10.5 to the Company's Form 10-Q for the 2nd
Quarter ended June 30, 1997).
10.6 Severance Agreement dated as of February 20, 1998
between PIA and Cathy L. Wood (incorporated by reference
to Exhibit 10.5 to the Company's Form 10-Q for the 1st
Quarter ended April 30, 1998).
10.7 Severance Agreement dated as of August 10, 1998 between
PIA and Clinton E. Owens (incorporated by reference to
Exhibit 10.6 to the Company's Form 10-Q for the 3rd
Quarter ended October 2, 1998).
10.8 Amendment No. 1 to Employment Agreement dated as of
October 1, 1998 between PIA and Terry R. Peets
(incorporated by reference to the Company's initial
Form 10-K for the fiscal year ended January 1, 1999).
10.9 Amended and Restated Severance Compensation Agreement
dated as of October 1, 1998 between PIA and Cathy L.
Wood (incorporated by reference to the Company's initial
Form 10-K for the fiscal year ended January 1, 1999).
10.10 Loan and Security Agreement dated December 7, 1998 among
Mellon Bank, N.A., PIA Merchandising Co., Inc., Pacific
Indoor Display Co. and PIA (incorporated by reference to
the Company's initial Form 10-K for the fiscal year
ended January 1, 1999).
10.11 Agreement and Plan of Merger dated as of February 28,
1999 among PIA, SG Acquisition, Inc., PIA Merchandising
Co., Inc., SPAR Acquisition, Inc., SPAR Marketing, Inc.,
SPAR Marketing Force, Inc., SPAR, Inc., SPAR/Burgoyne
Retail Services, Inc., SPAR Incentive Marketing, Inc.,
SPAR MCI Performance Group, Inc. and SPAR Trademarks,
Inc. (incorporated by reference to the Company's initial
Form 10-K for the fiscal year ended January 1, 1999).
10.12 Voting Agreement dated as of February 28, 1999 among
PIA, Clinton E. Owens, RVM/PIA, California limited
partnership, Robert G. Brown and William H. Bartels
(incorporated by reference to the Company's initial
Form 10-K for the fiscal year ended January 1, 1999).
10.13 Amendment No. 2 to Employment Agreement dated as of
February 11, 1999 between PIA and Terry R. Peets
(incorporated by reference to Exhibit 10.12 to the
Company's Form 10-Q for the 2nd Quarter ended April 2,
1999).
10.14 Special Purpose Stock Option Plan (incorporated by
reference to Exhibit 10.13 of the Company's Form 10-Q
for the 2nd Quarter ended July 2, 1999.
10.15 Amendment No. 1 to Severance Agreement dated as of May
18, 1999 between the Company and Cathy L. Wood
(incorporated by reference to Exhibit 10.14 of the
Company's Form 10-Q for the 3rd Quarter ended September
30, 1999).
10.16 Second Amended and Restated Revolving Credit, Term Loan
and Security Agreement by and among IBJ Whitehall
Business Credit Corporation with SPAR Marketing Force,
Inc., SPAR Group, Inc., SPAR, Inc., SPAR/Burgoyne Retail
Services, Inc., SPAR Incentive Marketing, Inc., SPAR
Trademarks, Inc., SPAR MCI Performance Group, Inc., SPAR
Marketing, Inc. (DE), SPAR Marketing, Inc. (NV), SPAR
Acquisition, Inc., PIA Merchandising, Co., Inc., Pacific
Indoor Display Co., Inc., and Pivotal Sales Company
dated as of September 22, 1999 (incorporated by
reference to the Company's initial Form 10-K for the
fiscal year ended December 31, 1999).
10.17 Waiver and Amendment No. 1 ("Amendment") is entered into
as of December 8, 1999, by and between SPAR Marketing
Force, Inc., SPAR, Inc., SPAR/Burgoyne Retail Services,
Inc., SPAR Group, Inc., SPAR Incentive Marketing, Inc.,
SPAR Trademarks, Inc., SPAR Performance Group, Inc.
(f/k/a SPAR MCI Performance Group, Inc.), SPAR
Marketing, Inc. (DE), SPAR Marketing, Inc. (NV), SPAR
Acquisition, Inc., PIA Merchandising Co., Inc., Pacific
Indoor Display Co., Inc. and Pivotal Sales Company (each
a "Borrower" and collectively, the "Borrowers") and IBJ
Whitehall Business Credit Corporation ("Lender")
(incorporated by reference to the Company's initial
Form 10-K for the fiscal year ended December 31, 1999).
10.18 Service Agreement dated as of January 4, 1999 by and
between SPAR Marketing Force, Inc. and SPAR Marketing
Services, Inc. (incorporated by reference to the
Company's Form 10-K/A (Amendment No. 1) for the fiscal
year ended December 31, 1999).
10.19 Business Manager Agreement dated as of July 8, 1999 by
and between SPAR Marketing Force, Inc. and SPAR
Marketing Services, Inc. (incorporated by reference to
the Company's Form 10-K/A (Amendment No. 1) for the
fiscal year ended December 31, 1999).
21.1 Subsidiaries of the Company.
23.1 Consent of Ernst & Young LLP.