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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2000
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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SOVEREIGN SPECIALTY CHEMICALS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 36-4176637
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
225 WEST WASHINGTON STREET, CHICAGO, IL 60606
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code): (312) 419-7100
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
NONE
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 ___
Approximately 75% of the voting stock of the registrant is held by an
affiliate of the registrant.
On March 26, 2000, the registrant had 1,437,239 shares of voting common
stock outstanding and 730,182 shares of non-voting common stock outstanding.
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (Section 229.405 of this chapter) 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. [X]
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the following documents are incorporated herein by reference
into the part of the Form 10-K indicated:
PART OF FORM 10-K INTO
DOCUMENT WHICH INCORPORATED
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None
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EXPLANATORY NOTE
This amendment to Sovereign Specialty Chemicals, Inc.'s annual report of
Form 10-K for the year ended December 31, 2000 is being filed to put on file
Exhibit 4.1B in Items 14(A) and 14(C) -- Exhibit Index which was previously
omitted and not filed with the Securities and Exchange Commission. No further
changes have been made to the Form 10-K previously filed on March 26, 2001.
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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 on June 20, 2001.
SOVEREIGN SPECIALTY CHEMICALS, INC.
By: /s/ ROBERT B. COVALT
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Robert B. Covalt
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on June 20, 2001.
SIGNATURE CAPACITY
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/s/ ROBERT B. COVALT Chairman, Chief Executive Officer and
- ----------------------------------------------------- Director (Principal Executive Officer)
Robert B. Covalt
* Vice President, Chief Financial Officer,
- ----------------------------------------------------- Chief Accounting Officer and Treasurer,
John R. Mellett (Principal Financial Officer)
* Principal Accounting Officer, Assistant
- ----------------------------------------------------- Secretary and Assistant Treasurer
Patrick W. Stanton
* Director
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John L. Garcia
* Director
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Karl D. Loos
* Director
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John D. Macomber
* Director
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Robert H. Malott
* Director
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Thomas P. Salice
* Director
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Norman E. Wells
* The undersigned, by signing his name hereto, does sign and execute this report pursuant to the Power
of Attorney executed by the above named officers and directors of the registrant and filed with the
Securities and Exchange Commission on behalf of such officers and directors.
/s/ ROBERT B. COVALT
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Robert B. Covalt
Attorney-in-fact
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ANNUAL REPORT ON FORM 10-K
ITEMS 14(A) AND 14(C)
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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3.1 Certificate of Incorporation Sovereign Specialty Chemicals,
Inc., incorporated by reference to the Company's
Registration Statement on Form S-8 as filed on January 28,
2000*
3.2 By-Laws of Sovereign Specialty Chemicals, Inc., incorporated
by reference to the Company's Registration Statement on Form
S-8 as filed on January 28, 2000*
4.1 Amended and Restated Credit Agreement, dated as of April 6,
2000 among Sovereign Specialty Chemicals, Inc., the
Guarantors and Merrill Lynch, Pierce, Fenner & Smith
Incorporated, J.P. Morgan Securities Inc. and the Chase
Manhattan Bank
4.1A Amendment No. 1 and Waiver, dated October 30, 2000, among
Sovereign Specialty Chemicals, Inc., the Guarantors and
Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P.
Morgan Securities Inc. and the Chase Manhattan Bank as filed
on Form 8-K/A as filed on November 14, 2000*
4.1B Amendment No. 2, dated January 26, 2001, among Sovereign
Specialty Chemicals, Inc., the Guarantors and Merrill Lynch,
Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities
Inc. and the Chase Manhattan Bank
4.2 Amended and Restated Shareholders Agreement, dated May 12,
2000 between and among Sovereign Specialty Chemicals, Inc.,
SSCI Investors LLC and the Shareholders listed on Schedule I
thereto, incorporated by reference to the Company's
Registration Statement on Form S-4 as filed on May 12, 2000
(Registration No. 333-36898)*
4.3 Amended and Restated Shareholders Agreement, dated December
14, 1999, by and among Sovereign Specialty Chemicals, Inc.
SSCI Investors LLC, and Sovereign Specialty Chemicals L.P.*
4.3A Amendment No. 1 to Amended and Restated Shareholders
Agreement dated December 14, 1999, by and among Sovereign
Specialty Chemicals, Inc., SSCI Investors LLC, and Sovereign
Specialty Chemicals, L.P.*
4.4 Indenture dated March 29, 2000 among Sovereign Specialty
Chemicals, Inc., the Guarantors and The Bank of New York, as
trustee. Incorporated by reference to exhibit 4.4 of the
Company's Registration Statement on Form S-4 filed on May
12, 2000 (Registration No. 333-36898)*
4.5 Forms of 11 7/8% Senior Subordinated Notes due 2010, Series
A and Series B Notes (contained in Exhibit 4.4 as Exhibit A
and B thereto, respectively). Incorporated by reference to
exhibit 4.5 of the Company's Registration Statement on Form
S-4 filed on May 12, 2000 (Registration No. 333-36898)*
4.6 Form of Guarantee (contained in Exhibit 4.4 as Exhibit A and
B thereto). Incorporated by reference to exhibit 4.6 of the
Company's Registration Statement on Form S-4 filed on May
12, 2000 (Registration No. 333-36898)*
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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4.7 Registration Rights Agreement dated March 29, 2000 among
Sovereign Specialty Chemicals, Inc., the Guarantors, J.P.
Morgan Securities Inc., Merrill Lynch, Pierce Fenner & Smith
Incorporated and Chase Securities Inc. Incorporated by
reference to exhibit 4.7 of the Company's Registration
Statement on Form S-4 filed on May 12, 2000 (Registration
No. 333-36898)*
4.8 First Supplemental Indenture dated as of March 22, 2001
among Sovereign Specialty Chemicals Inc., the Guarantor
party thereto and the Bank of New York, as trustee
10.1 Employment Agreement, dated December 29, 1999 between
Sovereign Specialty Chemicals, Inc. and Robert B. Covalt
10.1A First Amendment to Employment Agreement between Sovereign
Specialty Chemicals, Inc. and Robert B. Covalt, dated
January 2, 2000
10.2 Employment Agreement, dated December 29, 1999 between
Sovereign Specialty Chemicals, Inc. and Gerard A. Loftus
10.3 Employment Agreement, dated December 29, 1999 between
Sovereign Specialty Chemicals, Inc. and Peter Longo
10.4 Employment Agreement, dated December 29, 1999 between the
Sovereign Specialty Chemicals, Inc. and John Fox
10.5 Employment Agreement, dated December 29, 1999 between
Sovereign Specialty Chemicals, Inc. and John Mellett
10.6 Sovereign Specialty Chemicals, Inc. Management Incentive
Compensation Plan dated January 1, 2000
10.7 Sovereign Specialty Chemicals, Inc. Stock Option Plan, dated
December 29, 1999
10.8 Non-qualified Stock Option Agreement between Sovereign
Specialty Chemicals, Inc. and Robert B. Covalt, dated
December 31, 1999
10.8A First Amendment to Non-qualified Stock Option Agreement
between Sovereign Specialty Chemicals, Inc. and Robert B.
Covalt, dated January 4, 2000
10.9 Sovereign Specialty Chemicals, Inc. Employee Stock Purchase
Plan, incorporated by reference to the Company's
Registration Statement on Form S-8 as filed on January 28,
2000*
10.10 Non-qualified stock option Agreement between Sovereign
Specialty Chemicals, Inc. and the individuals listed in
Schedule 1 thereto, dated December 29, 1999
10.14 Asset Purchase Agreement dated March 31, 1996 among The
BFGoodrich Company, Sovereign Engineered Adhesives, L.L.C.
and the Parent Partnership*+
10.15 Purchase Agreement, dated August 19, 1996 among The
Sherwin-Williams Company, Pierce & Stevens Canada, Inc., the
Parent Partnership and P&S Holdings, Inc.*+
10.16 Stock Purchase Agreement dated May 22, 1997 between Laporte
Inc. and the Parent Partnership*+
10.17 Closing Agreement dated August 5, 1997 between Laporte Inc.,
the Parent Partnership and the Company*+
10.20 Stock Purchase Agreement, dated March 5, 1998, by among
Burke Industries, Inc., Mercer and the Company+*
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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10.21 Stock Purchase Agreement by and among Mini Crown Funding
Corp (Buyer), Sovereign Specialty Chemicals, Inc. (Parent),
Imperial Adhesives Inc. and NS Group Inc. (Seller) as
amended dated October 11, 2000. incorporated by reference to
the Company's Form 8-K/A dated October 26, 2000*
10.22 Business and Share Agreement for the sale of a Specialty
Adhesives business dated October 31, 2000, among Croda
Holdings LLC, Croda Adhesives do Brasil Ltda, and Sovereign
Specialty Chemicals, Inc. incorporated by reference to the
Company's Form 8-K/A dated November 14, 2000*
21.1 Subsidiaries of the Company and the Guarantors
23.2 Consent of Ernst & Young LLP (independent auditors)
99.1 Cautionary Statements For Purposes of "Safe Harbor"
Provisions of Securities Reform Act of 1995
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+ Incorporated by reference to the Company's Registration Statement on Form S-4,
as amended (Registration No. 333-39373)
* The Company agrees to furnish supplementally to the Commission a copy of any
omitted schedule to such agreement upon the request of the Commission in
accordance with Item 601(b)(2) of Regulation S-K.
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