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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 June 30, 1997
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:
KENTEK INFORMATION SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 3577 22-2406249
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
2945 Wilderness Place, Boulder, CO 80301
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (303) 440-5500
Securities registered under Section 12(b) of the Act: NONE
Securities registered under Section 12(g) of the Act: COMMON STOCK, $.01 PAR
VALUE
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.
(1) Yes [X] No[ ]
(2) 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 [ ].
On August 29, 1997, the bid and ask prices of the Common Stock were
$9.50 and $9.88, respectively. The aggregate market value of the voting stock
of the Issuer held by non-affiliates based on the average bid and ask prices on
August 29, 1997 was $48,888,550.
On August 29, 1997, 6,985,351 shares of the Registrant's Common Stock
were outstanding.
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TABLE OF CONTENTS
ITEM PAGE NO
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Item 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K........................................2
SIGNATURE. .........................................................3
PART IV.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this Annual Report on
Form 10-K.
1. Financial Statements: The financial statements of the
Company are included in Item 8 of this report. See Index to
Financial Statements (F-1) on Page 12.
2. Financial Statement Schedules: Financial statement
schedules required under the related instructions are
applicable for the period ended June 30, 1997, 1996 and
1995, and are therefore included in Item 8.
3. Exhibits: The exhibits which are filed with this Report
or which are incorporated herein by reference are set forth
in the Exhibit Index below.
(b) Reports on Form 8-K.
1. On May 16, 1997, the Company filed a report on Form 8-K
in which it reported the dismissal of BDO Seidman LLP as its
principal accountant effective as of that date.
2. On May 27, 1997, the Company filed an amended report on
Form 8-K/A to include the response letter of BDO Seidman
LLP.
3. On June 3, 1997, the Company filed a report on Form 8-K
in which it reported the engagement of Deloitte & Touche LLP
as independent auditors for fiscal year ended June 30, 1997.
EXHIBITS
EXHIBIT NUMBER DESCRIPTION OF DOCUMENT
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3(i).1+ -- Amended and Restated Certificate of Incorporation of the
Registrant.
3(ii).1+ -- Bylaws of the Registrant.
4.1+ -- Reference is made to Exhibits 3(i).1 and 3(ii).1.
4.2+ -- Specimen Stock Certificate.
10.1+ -- Form of Indemnity Agreement entered into between the
Registrant and its directors and executive officers.
10.2+ -- Common Stock Registration Rights Agreement, dated as of
October 5, 1984, as amended.
10.3+ -- Series A Convertible Preferred Stock Purchase Agreement,
dated as of October 5, 1984, as amended.
10.4+ -- Amended and Restated 1992 Stock Option Plan of the
Registrant (the "Option Plan").
10.5+ -- Form of Option granted to persons other than non-employee
directors under the Option Plan.
10.6+ -- Form of Option granted to non-employee directors under the
Option Plan.
10.7+ -- Employment Agreement between the Registrant and Philip W.
Shires, dated April 1, 1989.
10.8+ -- Lease Agreement between the Registrant and Security
Connecticut Life Insurance Company, dated September 20,
1990, as amended.
10.9+ -- Lease Agreement between the Registrant and Pine Property
Limited Partnership, dated July 15, 1992, as amended.
10.10+ -- Lease Agreement between the Registrant and BFN Company,
dated September 28, 1994.
10.11+ -- Agreement on Bank Transactions and translation between
Nippon Kentek Kaisha, Ltd. and The Dai-Ichi Kangyo Bank,
Limited, dated as of July 2, 1984.
10.12+ -- Agreement on Purchase or Negotiation of Bills and
translation between Nippon Kentek Kaisha, Limited and The
Dai-Ichi Kangyo Bank, Limited, dated as of July 2, 1984.
10.12(a)+ -- Security Agreement between the Registrant and the Dai-Ichi
Kangyo Bank, Limited, dated as of July 2, 1992, as amended.
10.12(b)+ -- Guaranty between the Registrant and The Dai-Ichi Kangyo
Bank, Limited, dated as of July 2, 1992.
10.13+ -- Credit and Security Agreement between the Registrant and
Colorado National Bank, dated as of November 2, 1994, as
amended.
10.15+ -- Sales/Purchase Contract between Nippon Kentek Kaisha
Limited and Kao Corporation, dated October 1, 1991.
10.16+ -- Letter Agreement between the Registrant and Lexmark
International, Inc., dated May 10, 1993.
10.17+ -- Addendum Agreement between the Registrant and Lexmark
International, Inc., dated November 17, 1994.
10.18+ -- Agreement between the Company and Hewlett-Packard Company,
dated March 22, 1994.
10.19+ -- Purchase Agreement between the Company and Siemens Nixdorf
Printing Systems, L.P., dated February 3, 1992, as amended.
10.20++ -- Purchase Agreement between the Company and Tally Printer
Corporation, dated April 20, 1996 and Amendment No. 1 to
the Purchase Agreement, dated April 16, 1997.
10.21+++ -- Lease Agreement between the Registrant and Avalon
Investment Company, dated March 18, 1997, and Assignment
and Consent Agreement, dated March 31, 1997.
13.1* -- Report on Form 10-Q for the period ending March 31, 1997.
13.2** -- Report on Form 10-Q for the period ending December 31,
1996.
13.3*** -- Report on Form 10-Q for the period ending September 30,
1996.
21.1+ -- List of subsidiaries of the Registrant.
27+++ -- Financial Data Schedules.
+ Previously filed with the Commission as an exhibit to the Registrant's
Registration Statement on Form S-1 (File No. 333-1606) and
incorporated herein by reference.
++ Certain confidential information contained in this document has been
filed with the Securities and Exchange Commission pursuant to
Rule 2.4(b)(2) of the Securities Exchange Act of 1934, as amended.
+++ Previously filed with the Commission as an exhibit to the Registrant's
Form 10-K originally filed with the Commission on September 26, 1997.
* Previously filed with the Commission on May 15, 1997.
** Previously filed with the Commission on February 13, 1997.
*** Previously filed with the Commission on November 13, 1996.
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SIGNATURE
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.
KENTEK INFORMATION SYSTEMS, INC.
By /s/ PHILIP W. SHIRES
Philip W. Shires
President and Chief Executive Officer
December 17, 1997
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EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION OF DOCUMENT
- -------------- -----------------------
3(i).1+ -- Amended and Restated Certificate of Incorporation of the
Registrant.
3(ii).1+ -- Bylaws of the Registrant.
4.1+ -- Reference is made to Exhibits 3(i).1 and 3(ii).1.
4.2+ -- Specimen Stock Certificate.
10.1+ -- Form of Indemnity Agreement entered into between the
Registrant and its directors and executive officers.
10.2+ -- Common Stock Registration Rights Agreement, dated as of
October 5, 1984, as amended.
10.3+ -- Series A Convertible Preferred Stock Purchase Agreement,
dated as of October 5, 1984, as amended.
10.4+ -- Amended and Restated 1992 Stock Option Plan of the
Registrant (the "Option Plan").
10.5+ -- Form of Option granted to persons other than non-employee
directors under the Option Plan.
10.6+ -- Form of Option granted to non-employee directors under the
Option Plan.
10.7+ -- Employment Agreement between the Registrant and Philip W.
Shires, dated April 1, 1989.
10.8+ -- Lease Agreement between the Registrant and Security
Connecticut Life Insurance Company, dated September 20,
1990, as amended.
10.9+ -- Lease Agreement between the Registrant and Pine Property
Limited Partnership, dated July 15, 1992, as amended.
10.10+ -- Lease Agreement between the Registrant and BFN Company,
dated September 28, 1994.
10.11+ -- Agreement on Bank Transactions and translation between
Nippon Kentek Kaisha, Ltd. and The Dai-Ichi Kangyo Bank,
Limited, dated as of July 2, 1984.
10.12+ -- Agreement on Purchase or Negotiation of Bills and
translation between Nippon Kentek Kaisha, Limited and The
Dai-Ichi Kangyo Bank, Limited, dated as of July 2, 1984.
10.12(a)+ -- Security Agreement between the Registrant and the Dai-Ichi
Kangyo Bank, Limited, dated as of July 2, 1992, as amended.
10.12(b)+ -- Guaranty between the Registrant and The Dai-Ichi Kangyo
Bank, Limited, dated as of July 2, 1992.
10.13+ -- Credit and Security Agreement between the Registrant and
Colorado National Bank, dated as of November 2, 1994, as
amended.
10.15+ -- Sales/Purchase Contract between Nippon Kentek Kaisha
Limited and Kao Corporation, dated October 1, 1991.
10.16+ -- Letter Agreement between the Registrant and Lexmark
International, Inc., dated May 10, 1993.
10.17+ -- Addendum Agreement between the Registrant and Lexmark
International, Inc., dated November 17, 1994.
10.18+ -- Agreement between the Company and Hewlett-Packard Company,
dated March 22, 1994.
10.19+ -- Purchase Agreement between the Company and Siemens Nixdorf
Printing Systems, L.P., dated February 3, 1992, as amended.
10.20++ -- Purchase Agreement between the Company and Tally Printer
Corporation, dated April 20, 1996 and Amendment No. 1 to
the Purchase Agreement, dated April 16, 1997.
10.21+++ -- Lease Agreement between the Registrant and Avalon
Investment Company, dated March 18, 1997, and Assignment
and Consent Agreement, dated March 31, 1997.
13.1* -- Report on Form 10-Q for the period ending March 31, 1997.
13.2** -- Report on Form 10-Q for the period ending December 31,
1996.
13.3*** -- Report on Form 10-Q for the period ending September 30,
1996.
21.1+ -- List of subsidiaries of the Registrant.
27+++ -- Financial Data Schedules.
+ Previously filed with the Commission as an exhibit to the Registrant's
Registration Statement on Form S-1 (File No. 333-1606) and
incorporated herein by reference.
++ Certain confidential information contained in this document has been
filed with the Securities and Exchange Commission pursuant to
Rule 2.4(b)(2) of the Securities Exchange Act of 1934, as amended.
+++ Previously filed with the Commission as an exhibit to the Registrant's
Registration Statement on Form 10-K originally filed with the
Commission on September 26, 1997 and incorporated by reference thereto.
* Previously filed with the Commission on May 15, 1997.
** Previously filed with the Commission on February 13, 1997.
*** Previously filed with the Commission on November 13, 1996.