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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001.
[ ] TRANSITION REPORTING PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______ TO ______.
COMMISSION FILE NO. 0-21911
SYNTROLEUM CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 73-1565725
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1350 South Boulder, Suite 1100
Tulsa, Oklahoma 74119-3295
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (918) 592-7900
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
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 such filing
requirements for the past 90 days. YES X NO
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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. __
At March 1, 2002, the aggregate market value of the registrant's common stock
held by non-affiliates of the registrant was approximately $116 million based on
the closing price of such stock on such date of $5.90 per share (assuming solely
for this purpose that all of the registrant's directors, executive officers and
10% stockholders are its affiliates).
At March 1, 2002, the number of outstanding shares of the registrant's common
stock was 33,282,707.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's definitive proxy statement to be filed with the
Securities and Exchange Commission within 120 days of December 31, 2001 for its
2001 annual meeting of stockholders are incorporated by reference into Part III
of this Form 10-K.
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Syntroleum Corporation is filing this Amendment No. 1 to its Annual
Report on Form 10-K filed with the Securities and Exchange Commission on March
15, 2002 in order to amend Item 14(a)(3), Exhibits to (1) include a corrected
Exhibit 23, Consent of Arthur Andersen LLP, and (2) include a new Exhibit 99,
letter from Syntroleum Corporation to the Securities and Exchange Commission
regarding representations received from Arthur Andersen LLP.
Item 14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K
(a)(1) Financial Statements
Consolidated Financial Statements for the Three Years Ended
December 31, 2001:
Report of Independent Public Accountants ......................................................... F-1
Consolidated Balance Sheets as of December 31, 2001 and 2000 ..................................... F-2
Consolidated Statements of Operations for the Three Years Ended December 31, 2001 ................ F-3
Consolidated Statements of Stockholders' Equity for the Three Years Ended December 31, 2001 ...... F-4
Consolidated Statements of Cash Flows for the Three Years Ended December 31, 2001 ................ F-5
Notes to Consolidated Financial Statements ....................................................... F-6
(a)(2) Financial Statement Schedules
All schedules and other statements for which provision is made in the
applicable regulations of the Securities and Exchange Commission have been
omitted because they are not required under the relevant instructions or are
inapplicable.
(a)(3) Exhibits
Exhibits. The following exhibits are filed as part of this Annual
Report on Form 10-K:
Exhibit
No. Description of Exhibit
--- ----------------------
*3.1 Certificate of Incorporation of the Company (incorporated by
reference to Annex B to the Proxy Statement of the Company filed
with the Securities and Exchange Commission on May 12, 1999).
*3.2 Certificate of Designations of Series A Junior Participating
Preferred Stock of the Company dated June 16, 1999 (incorporated
by reference to Exhibit 4.5 to the Company's Current Report on
Form 8-K filed with the Securities and Exchange Commission on
June 17, 1999).
*3.3 Bylaws of the Company (incorporated by reference to Annex C to
the Proxy Statement of the Company filed with the Securities and
Exchange Commission on May 12, 1999).
*4.1 Amended and Restated Rights Agreement dated as of January 31,
1997 and amended and restated on June 17, 1999 (incorporated by
reference to Exhibit 4.4 to the Company's Current Report on Form
8-K filed with the Securities and Exchange Commission on June
17, 1999).
The Company is a party to debt instruments under which the total
amount of securities authorized does not exceed 10% of the total
assets of the Company and its subsidiaries on a consolidated
basis. Pursuant to paragraph 4(iii)(A) of Item 601(b) of
Regulation S-K, the Company agrees to furnish a copy of such
instruments to the Commission upon request.
*10.1 Form of Master License Agreement of Syntroleum (incorporated by
reference to Exhibit 10.9 to the Company's Registration
Statement on Form S-4 (Registration No. 333-50253)).
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+*10.2 Form of Amended and Restated Indemnification Agreement
between Syntroleum and each of its officers and directors
(incorporated by reference to Exhibit 10.2 to the Company's
Annual Report on Form 10-K for the year ended December 31, 2000)
+*10.3 Syntroleum Corporation 1993 Stock Option and Incentive Plan
First Amendment and Restatement (incorporated by reference
to Appendix B to the Proxy Statement filed by the Company with
the Securities and Exchange Commission on April 18, 2001).
+*10.4 Stock Option Plan for Outside Directors of Syntroleum
(incorporated by reference to Appendix F to the Joint Proxy
Statement/Prospectus filed by the Company with the Securities
and Exchange Commission on July 6, 1998).
*10.5 Master Preferred License Agreement dated September 25, 1996
between Syntroleum and Texaco Natural Gas, Inc. (incorporated
by reference to Exhibit 10.22 to the Company's Registration
Statement on Form S-4 (Registration No. 333-50253)).
*10.6 Master Preferred License Agreement dated March 7, 1997 between
Syntroleum and Marathon Oil Company (incorporated by reference
to Exhibit 10.23 to the Company's Registration Statement on
Form S-4 (Registration No. 333-50253)).
*10.7 Master Preferred License Agreement dated April 10, 1997 between
Syntroleum and Atlantic Richfield Company (incorporated by
reference to Exhibit 10.24 to the Company's Registration
Statement on Form S-4 (Registration No. 333-50253)).
*10.8 Volume License Agreement dated August 1, 1997 between Syntroleum
and YPF International, Ltd. (incorporated by reference to
Exhibit 10.25 to the Company's Registration Statement on
Form S-4 (Registration No. 333-50253)).
*10.9 Volume License Agreement dated February 4, 1998 between
Syntroleum and Kerr-McGee Corporation (incorporated by reference
to Exhibit 10.26 to the Company's Registration Statement on Form
S-4 (Registration No. 333-50253)).
*10.10 Volume License Agreement dated January 12, 1998 between
Syntroleum and Enron Capital & Trade Resources Corp.
(incorporated by reference to Exhibit 10.27 to the
Company's Registration Statement on Form S-4 (Registration
No. 333-50253)).
*10.11 Site License Agreement dated January 12, 1998 between Syntroleum
and Syntroleum/Sweetwater Company, L.L.C. (incorporated by
reference to Exhibit 10.28 to the Company's Registration
Statement on Form S-4 (Registration No. 333-50253)).
+*10.12 SLH Corporation 1997 Stock Incentive Plan (incorporated by
reference to Exhibit 10(c) to Amendment No. 1 to the Company's
Annual Report on Form 10/A of the Company for the year ended
December 31, 1997).
+*10.13 Form of Option Agreement with certain executive officers under
the SLH Corporation 1997 Stock Incentive Plan (incorporated by
reference to Exhibit 10(e) to Amendment No. 1 to the Company's
Annual Report on Form 10K/A for the year ended
December 31, 1997).
+*10.14 Form of Option Agreement with directors under the SLH
Corporation 1997 Stock Incentive Plan (incorporated by reference
to Exhibit 10(f) to Amendment No. 1 to the Company's Annual
Report on Form 10K/A for the year ended December 31, 1997).
+*10.15 Form of Consent to Adjustment to Option Agreements called for
by Section 2.1(c) of the Agreement and Plan of Merger dated
as of March 30, 1998 by and between SLH and Syntroleum
(incorporated by reference to Exhibit 10.8 to the Company's
Registration Statement on Form S-4 (Registration No.
333-50253)).
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*10.16 License Agreement dated April 26, 2000 between Syntroleum
Corporation and Ivanhoe Energy Inc. (incorporated by reference
to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q
for the quarter ended March 31, 2000).
*10.17 License Agreement dated August 2, 2000 between Syntroleum
Corporation and Syntroleum Australia Licensing Corporation
(incorporated by reference to Exhibit 10.1 of the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30,
2000).
*10.18 License Agreement dated August 3, 2000 between Syntroleum
Australia Licensing Corporation and the Commonwealth of
Australia (incorporated by reference to Exhibit 10.2 of the
Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2000).
*10.19 A$Loan Agreement dated August 3, 2000 between Syntroleum
Australia Credit Corporation and the Commonwealth of Australia
(incorporated by reference to Exhibit 10.3 of the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30,
2000).
*10.20 Deposit Agreement dated August 3, 2000 between Syntroleum
Australia Licensing Corporation, the Commonwealth of Australia
and Westpac Banking Association (incorporated by reference to
Exhibit 10.4 of the Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 2000).
*10.21 Deposit Agreement dated August 3, 2000 between Syntroleum
Australia Credit Corporation, the Commonwealth of Australia and
Westpac Banking Corporation (incorporated by reference to
Exhibit 10.5 of the Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 2000).
*10.22 Letter Agreement dated August 3, 2000 between Syntroleum
Corporation and the Commonwealth of Australia (incorporated by
reference to Exhibit 10.6 of the Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 2000).
*10.23 Amendment No. 1 to Volume License Agreement dated October 11,
2000 between Syntroleum Corporation and Ivanhoe Energy Inc.
(incorporated by reference to Exhibit 10.1 of the Company's
Quarterly Report on Form 10-Q for the quarter ended
September 30, 2000).
+*10.24 Form of Employment Agreement between Syntroleum and its
executive officers dated June 17, 1999 incorporated by reference
to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q
for the period ended June 30, 1999 filed with the Securities and
Exchange Commission on August 12, 1999.
+*10.25 Syntroleum Corporation 1993 Stock Option and Incentive Plan
First Amendment and Restatement (incorporated by reference to
Appendix B to the Company's Proxy Statement filed with the
Securities and Exchange Commission on April 18, 2001).
*10.26 Secured Promissory Note dated June 25, 2001 from Mark A. Agee to
Syntroleum Corporation (incorporated by reference to Exhibit
10.1 to the Company's Quarterly Report on Form 10-Q for the
period ended June 30, 2001 field with the Securities and
Exchange Commission on August 14, 2001).
*10.27 Security and Stock Pledge Agreement dated June 25, 2001 between
Mark A. Agee and Syntroleum Corporation (incorporated by
reference to Exhibit 10.2 to the Company's Quarterly Report on
Form 10-Q for the period ended June 30, 2001 field with the
Securities and Exchange Commission on August 14, 2001).
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*10.28 Secured Promissory Note dated June 25, 2001 from Kenneth L. Agee
to Syntroleum Corporation (incorporated by reference to Exhibit
10.3 to the Company's Quarterly Report on Form 10-Q for the
period ended June 30, 2001 field with the Securities and
Exchange Commission on August 14, 2001).
*10.29 Security and Stock Pledge Agreement dated June 25, 2001 between
Kenneth L. Agee and Syntroleum Corporation (incorporated by
reference to Exhibit 10.4 to the Company's Quarterly Report on
Form 10-Q for the period ended June 30, 2001 field with the
Securities and Exchange Commission on August 14, 2001).
21 Subsidiaries
Syntroleum International Corporation (a Delaware corporation)
Syntroleum/Sweetwater Company, L.L.C. (a Delaware limited
liability company)
Syntroleum Australia Credit Corporation (a Delaware corporation)
Syntroleum Australia Licensing Corporation (a Delaware
corporation)
Syntroleum Sweetwater Holdings Corp. (a Delaware corporation)
Syntroleum International Holdings, Ltd. (a Cayman Islands
exempted company)
Syntroleum Sweetwater Holdings, Ltd. (a Cayman Islands exempted
company)
Syntroleum Sweetwater Operations, Ltd. (a Cayman Islands
exempted company)
Syntroleum Peru Holdings Limited (a Cayman Islands exempted
company)
Scout Development Corporation (a Missouri Corporation)
Scout Development Corporation of New Mexico (a Missouri
Corporation)
BMA Resources, Inc. (a Missouri Corporation)
529 Partners, Ltd. (a Texas limited partnership)
Lot Development, Inc. (a Texas Corporation)
Carousel Apartment Homes, Inc. (a Georgia Corporation)
23 Consent of Arthur Andersen LLP
99 Letter regarding representations received from
Arthur Andersen LLP
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* Incorporated by reference as indicated.
+ Compensatory plan or arrangement.
(b) Reports on Form 8-K
No Current Reports on Form 8-K were filed during the last quarter of
the period covered by this Annual Report on Form 10-K.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
SYNTROLEUM CORPORATION
Dated: April 1, 2002 By: /s/ Eric Grimshaw
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Eric Grimshaw
Vice President/General Counsel
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