SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
[X] Annual Report under Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the fiscal year ended December 31, 2001
Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from ________ to ________
Commission File Number: 000-22813
CENTERPOINT CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 13-3853272
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
18 East 50th Street
10th Floor
New York, New York 10022
(Address of principal executive offices) (Zip code)
(212) 758- 6622
(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:
Class A Common Stock, $.01 par value
Class A Warrants
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 [ ] No [X]
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 the Form 10-K or any amendment to the
Form 10-K. [ ]
As of May 29, 2002, the aggregate market value of the voting stock held by
nonaffiliates of the registrant approximately was $1,652,000.
As of May 29, 2002, there were 6,005,339 shares of the registrant's Class A
common stock outstanding.
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 be signed on its
behalf by the undersigned, thereunto duly authorized.
CENTERPOINT CORPORATION
July 8, 2002 By: /s/ David Fuller
---------------------------------
David Fuller
Principal Accounting Officer
INDEX TO EXHIBITS
(Items 14(a)(3) and 14(c))
Exhibit No. Description
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3.1 Amended and Restated Certificate of Incorporation of the
Company, as amended (Incorporated herein by reference to
the Registrant's Registration Statement on Form SB-2 (File
No. 33-80647) declared effective August 22, 1997)
3.2 Amended and Restated Certificate of Incorporation of the
Company (Incorporated herein by reference to Annex IV to
the Registrant's Form S-4 dated February 4, 1999, as
amended (File No. 333-65267))
3.3 Alternative Form of Article Fourth of the Amended and
Restated Certificate of Incorporation to Effectuate the
Class B Recapitalization (Incorporated herein by reference
to Annex VII to the Registrant's Form S-4 dated February 4,
1999, as amended (File No. 333-65267))
3.4 Certificate of Designation of Series B Preferred Stock
(Incorporated by reference to Exhibit 3.4 to the
Registrant's Form 10-K for the year ended December 31, 1999)
3.5 Amended and Restated By-laws of the Company (Incorporated
herein by reference to Exhibit 3.3 to the Registrant's Form
S-4 dated February 4, 1999, as amended (File No. 333-65267))
10.1 Employment Agreement dated March 4, 2000 by and between the
Company and Mark S. Hauser (Incorporated by reference to
Exhibit 10.1 to the Registrant's Form 10-K for the year
ended December 31, 1999)
10.2 Consulting Agreement with Emanuel Arbib dated March ___,
1999 (Incorporated by reference to Exhibit 10.2 to the
Registrant's Form 10-K for the year ended December 31, 1999)
10.3 Consulting Agreement with Howard E. Chase dated March ___,
1999 (Incorporated by reference to Exhibit 10.3 to the
Registrant's Form 10-K for the year ended December 31, 1999)
10.4 Consulting Agreement with David J. Mitchell dated as of
March 2, 1999 (Incorporated by reference to Exhibit 10.4 to
the Registrant's Form 10-K for the year ended December 31,
1999)
10.5 Consulting Agreement with Como Consultants Limited dated as
of March 2, 1999 (Incorporated by reference to Exhibit
10.5 to the Registrant's Form 10-K for the year ended
December 31, 1999)
10.6 1998 Non-Qualified Stock Option Plan (Incorporated herein
by reference to Annex V to the Registrant's Form S-4 dated
February 4, 1999, as amended (File No. 333-65267)) *
10.7 1998 Plan for Outside Directors (Incorporated herein by
reference to Annex IV to the Registrant's Form S-4 dated
February 4, 1999, as amended (File No. 333-65267)) *
10.8 Form of Class A Common Stock Warrant (Incorporated herein
by reference to Exhibit 4.5 to the Registrant's Form S-4
dated February 4, 1999, as amended (File No. 333-65267))
10.9 Form of Nominal Warrant (Incorporated herein by reference
to Annex III to the Registrant's Form S-4 dated February 4,
1999, as amended (File No. 333-65267))
10.10 Agreement and Plan of Merger dated August 18, 1998 by and
between Moto Guzzi Corp. and North Atlantic Acquisition
Corporation (Incorporated herein by reference to Annex I to
the Registrant's Form S-4 dated February 4, 1999, as amended
(File No. 333-65267))
10.11 First Amendment dated December 3, 1998 to Agreement and
Plan of Merger dated August 18, 1998 by and between Moto
Guzzi Corp. and North Atlantic Acquisition Corporation
(Incorporated herein by reference to Annex I to the
Registrant's Form S-4 dated February 4, 1999, as amended
(File No. 333-65267))
10.12 Preliminary Share Sale and Purchase Agreement dated as of
April 14, 2000 by and between the Company and Aprilia S.p.A.
(Incorporated herein by reference to Exhibit 10.1 to the
Registrant's Form 8-K dated April 14, 2000)
10.13 Agreement dated March 15, 2002 between Bion Environmental
Technologies, Inc. and Centerpoint Corporation (Previously
filed)
10.14 Promissory Note of Centerpoint Corporation dated
March 15, 2002 issued to Bion Environmental
Technologies, Inc. (Previously filed)
10.15 Warrant to Purchase 1,000,000 shares of Centerpoint
Corporation issued to Bion Environmental Technologies, Inc.
(Previously filed)
10.16 Subscription Agreement dated January 10, 2002 between
Bion Environmental Technologies, Inc. and Centerpoint
Corporation (Incorporated by reference to Exhibit 10.1
to the Registrant's Form 8-K dated January 15, 2002)
10.17 Stock Purchase Agreement dated January 10, 2002 between
OAM, S.p.A. and Bion Environmental Technologies, Inc.
(Incorporated by reference to Exhibit 10.2 to the
Registrant's Form 8-K dated January 15, 2002)
99.1 Letter concerning Arthur Andersen SpA
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* Represents a management contract or compensatory plan, contract or
arrangement in which a director or named executive officer of the Company
participated.