1 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. 2 TABLE OF CONTENTS ITEM PAGE NO - ---- ------- 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 - -------------- ----------------------- 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. 2 3 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 3 4 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.