SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 FISCAL YEAR ENDED JANUARY 26, 2003
OR
[ ] 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: 1-5364
FRANK'S NURSERY & CRAFTS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 47-0863558
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
580 KIRTS BLVD., SUITE 300, TROY, MICHIGAN 48084
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code: (248) 712-7000
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 $0.001 PER SHARE
(TITLE OF CLASS)
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 whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Act). 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 the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of the Form 10-K or any
amendment to this Form 10-K. [ ]
The aggregate market value of the voting and non-voting common equity
held by non-affiliates was approximately $3,877,533, based upon the average of
the closing bid and asked price of the registrant's common stock of $0.875, as
quoted on the Over-the-Counter Bulletin Board on April 22, 2003.
Indicate by check mark whether the registrant has filed all documents
and reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. YES X NO
--- ---
As of April 25, 2003, the registrant had 13,691,197 shares of 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 report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Dated: May 13, 2003 FRANK'S NURSERY & CRAFTS, INC.
By: /s/ Alan Minker
------------------------------------------
Alan Minker
Senior Vice President,
Chief Financial Officer and Treasurer
2
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
2.1 Second Amended Joint Plan of Reorganization of Frank's Nursery
and Crafts, Inc and FNC Holding, Inc. (filed as Exhibit 2.1 to
the Registrant's Current Report on Form 8-K dated May 7, 2002)
(File No. 033-43504-01)
3.1 Certificate of Incorporation (filed as Exhibit 3.1 to the
Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended August 11, 2002) (File No. 033-43504-01)
3.2 Bylaws (filed as Exhibit 3.2 to the Registrant's Quarterly
Report on Form 10-Q for the quarterly period ended August 11,
2002) (File No. 033-43504-01)
3.3 Certificate of Merger of FNC Holdings, Inc. and New Frank's
Delaware, Inc. (filed as Exhibit 3.3 to the Registrant's
Registration Statement on Form 10) (File No. 000-50158)
4.1 Investor Rights Agreement, dated as of May 20, 2002, by and
between the Registrant and certain holders of warrants to
acquire common stock of the Registrant (filed as Exhibit 4.1
to the Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended August 11, 2002) (File No.
033-43504-01)
4.2 Stock Purchase Warrant, dated as of May 20, 2002, granted to
Kimco Realty Services, Inc. (filed as Exhibit 4.2 to the
Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended August 11, 2002) (File No. 033-43504-01)
4.3 Stock Purchase Warrant, dated as of May 20, 2002, granted to
Third Avenue Trust (filed as Exhibit 4.3 to the Registrant's
Quarterly Report on Form 10-Q for the quarterly period ended
August 11, 2002) (File No. 033-43504-01)
4.4 Stock Purchase Warrant, dated as of May 20, 2002, granted to
Cypress Merchant Banking Partners, L.P. (filed as Exhibit 4.4
to the Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended August 11, 2002) (File No.
033-43504-01)
4.5 Stock Purchase Warrant, dated as of May 20, 2002, granted to
Cypress Garden Ltd. (filed as Exhibit 4.5 to the Registrant's
Quarterly Report on Form 10-Q for the quarterly period ended
August 11, 2002) (File No. 033-43504-01)
4.6 Stock Purchase Warrant, dated as of May 20, 2002, granted to
Joseph Baczko (filed as Exhibit 4.6 to the Registrant's
Quarterly Report on Form 10-Q for the quarterly period ended
August 11, 2002) (File No. 033-43504-01)
E-1
EXHIBIT INDEX (CONTINUED)
EXHIBIT NO. DESCRIPTION
- ----------- -----------
4.7 Stock Purchase Warrant, dated as of January 23, 2003, granted
to Kimco Realty Services, Inc. (filed as Exhibit 4.7 to the
Registrant's Registration Statement on Form 10) (File No.
000-50158)
10.1 Loan and Security Agreement, dated May 20, 2002, by and among
the Registrant and Congress Financial Corporation, as agent
for the lenders (filed as Exhibit 10.14 to the Registrant's
Current Report on Form 8-K dated July 25, 2002) (File No.
033-43504-01)
10.2 First Amendment to Loan and Security Agreement, dated as of
May 20, 2002, among the Registrant, Congress Financial
Corporation, as Administrative Agent, and the Lenders party
thereto (filed as Exhibit 10.5 to the Registrant's Quarterly
Report on Form 10-Q for the quarterly period ended August 11,
2002) (File No. 033-43504-01)
10.3 Credit and Security Agreement, dated as of May 20, 2002,
between the Registrant and Kimco Capital Corp. (filed as
Exhibit 10.13 to the Registrant's Current Report on Form 8-K
dated July 25, 2002) (File No. 033-43504-01)
10.4 First Amendment and Waiver to Credit and Security Agreement,
dated as of January 23, 2003, among the Registrant and Kimco
Capital Corp. (filed as Exhibit 10.4 to the Registrant's
Registration Statement on Form 10) (File No. 000-50158)
*10.5 2002 Stock Option Plan, as amended
10.6 Employment Agreement, dated as of December 1, 2002, between
the Registrant and Adam Szopinski (filed as Exhibit 10.9 to
the Registrant's Registration Statement on Form 10) (File No.
000-50158)
10.7 Employment Agreement, dated as of December 1, 2002, between
the Registrant and Alan J. Minker (filed as Exhibit 10.10 to
the Registrant's Registration Statement on Form 10) (File No.
000-50158)
10.8 Employment Agreement, dated as of December 1, 2002, between
the Registrant and Kim Horner (filed as Exhibit 10.11 to the
Registrant's Registration Statement on Form 10) (File No.
000-50158)
10.9 Employment Agreement, dated as of December 1, 2002, between
the Registrant and Keith Oreson (filed as Exhibit 10.12 to the
Registrant's Registration Statement on Form 10) (File No.
000-50158)
E-2
EXHIBIT INDEX (CONTINUED)
EXHIBIT NO. DESCRIPTION
- ----------- -----------
10.10 Agreement, dated as of December 1, 2002, between the
Registrant and Joseph Nusim, with regard to consulting
services (filed as Exhibit 10.13 to the Registrant's
Registration Statement on Form 10) (File No. 000-50158)
10.11 Employment Agreement, dated as of December 1, 2002, between
the Registrant and John Heidt (filed as Exhibit 10.14 to the
Registrant's Registration Statement on Form 10) (File No.
000-50158)
10.12 Waiver and Amendment No. 2 to Loan and Security Agreement,
dated as of February 10, 2003, among the Registrant, Congress
Financial Corporation, as Administrative Agent, and the
Lenders party thereto (filed as Exhibit 10.15 to the
Registrant's Registration Statement on Form 10) (File No.
000-50158)
*10.13 Employment Agreement, dated as of April 1, 2003, between the
Registrant and Bruce Dale
16.1 Letter of Ernst & Young LLP regarding change in certifying
accountant (filed as Exhibit 16.1 to the Registrant's Current
Report on Form 8-K dated June 18, 2002) (File No.
033-43504-01)
99.1 Chief Executive Officer Certification Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002
99.2 Chief Financial Officer Certification Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002
- --------------
* Previously filed
E-3