1
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K/A
Amendment No. 2
ANNUAL REPORT PURSUANT to SECTION 13 or 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
(as amended)
For the period ended January 27, 1996. Commission File Number 0-21910
KIDS MART, INC.
(F/K/A FROST HANNA ACQUISITION GROUP, INC.)
(Exact name of registrant as specified in its charter)
Florida 65-0406710
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
801 Sentous Avenue, City of Industry, California 91748
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (818) 854-3166
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Title of each class
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Common Stock, par value $0.0001 per share
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. [ ]
Check 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. [ X ]
AS OF SEPTEMBER 4, 1996, THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY
NON-AFFILIATES OF THE ISSUER BASED ON THE AVERAGE BID AND ASK PRICES OF $1.50
AND $2.75, RESPECTIVELY, OF SUCH COMMON STOCK IS $6,916,161 BASED UPON AN
AVERAGE PRICE OF $2.125 MULTIPLIED BY 3,254,664 SHARES OF COMMON STOCK
OUTSTANDING ON SUCH DATE HELD BY NON-AFFILIATES.
AS OF SEPTEMBER 4, 1996, THE ISSUER HAD A TOTAL OF 4,943,000 SHARES OF COMMON
STOCK, PAR VALUE $0.0001 PER SHARE, OUTSTANDING.
DOCUMENTS INCORPORATED BY REFERENCE:
None.
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SIGNATURES
In accordance with 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.
KIDS MART, INC.
By /s/ BERNARD TESSLER
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Bernard Tessler,
Chief Executive Officer
Date: December 4, 1996
In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the Registrant and in the capacities and
on the dates indicated:
Signature Title Date
- --------------------------------------- ---------------------------------------- ------------------
/s/ BERNARD TESSLER Chairman, Chief Executive Officer, December 4, 1996
- --------------------------------------- and Director
Bernard Tessler
/s/ ROBERT S. KELLEHER Vice President, Chief Operating Officer, December 4, 1996
- --------------------------------------- and Chief Financial Officer
Robert S. Kelleher
/s/ JEFFREY KOFFMAN Director December 4, 1996
- ---------------------------------------
Jeffrey Koffman
/s/ STEPHEN L. PISTNER Director December 4, 1996
- ---------------------------------------
Stephen L. Pistner
/s/ ERIC M. SPECTER Director December 4, 1996
- ---------------------------------------
Eric M. Specter
/s/ DONALD S. ROSENBERG Director December 4, 1996
- ---------------------------------------
Donald S. Rosenberg
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INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
Number Description of Exhibit Page
- ------ ---------------------- ----
2.1 Agreement and Plan of Merger and Reorganization dated
May 31 1995, by and between the Company and LFS
Acquisition Corp. (incorporated by reference to Exhibit
A-1 to the Company's Proxy Statement dated December 14,
1995).
3.1 Articles of Incorporation of the Company (incorporated
by reference to Exhibit 3.1 to the Company's
Registration Statement on Form SB-2, File No.
33-63736-A, filed with the Securities and Exchange
Commission on July 2, 1993).
3.2 Amended and Restated Articles of Incorporation of the
Company (incorporated by reference to Exhibit C-1 to
the Company's Proxy Statement dated December 14, 1995).
3.3 Bylaws of the Company (incorporated by reference to
Exhibit 3.2 to the Company's Registration Statement on
Form SB-2, File No. 33-63736-A, filed with the
Securities and Exchange Commission on July 2, 1993).
9 Stockholders' Agreement, dated May 30, 1995, among LFS
Acquisition Corp., Bernard Tessler, Sentani Trading
Ltd., Jeffrey Koffman, Allison Koffman, Jack Koffman,
Janice Payson, Barbara Koffman, Tech Aerofoam, Inc.,
David Koffman, Ruthanne Koffman, Whitehorn, Inc.,
Financo, Inc. and Marvin Traub (incorporated by
reference to Exhibit 9 to the Company's Annual Report
on Form 10-KSB for the fiscal year ended December 31,
1995).
10.1 1995 Stock Option Plan of the Company (incorporated by
reference to Exhibit B-1 to the Company's Proxy
Statement dated December 14, 1995).
10.2 Employment Agreement between LFS Acquisition Corp. and
Bernard Tessler dated May 31, 1995, (incorporated by
reference to Exhibit 10.2 to the Company's Annual
Report on Form 10-KSB for the fiscal year ended
December 31, 1995).
10.3 Transitional Services Agreement between LFS Acquisition
Corp. and Woolworth Corporation dated as of May 31,
1995 (incorporated by reference to Exhibit 10.3 to the
Company's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1995).
10.4 Settlement Agreement between LFS Acquisition Corp. and
Woolworth Corporation and Kinney Shoe Corporation dated
as of May 30, 1996.
10.5 Loan and Security Agreement by and between LFS
Acquisition Corp. and Foothill Capital Corporation
dated as of May 31, 1995, and amendments thereto.
10.6 Sale/leaseback agreement between Kids Mart, Inc. and
Computer Sales International, Inc. dated as of July 24,
1996.
10.7 Agreement between Kids Mart, Inc. and Be Bop Clothing, Inc.
dated September 11, 1996.(1)
10.8 Exchange Agreement and Investment representation Agreement
between Kids Mart, Inc. and Be Bop Clothing, Inc. dated
September 11, 1996.
27 Financial Data Schedule
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(1) Filed pursuant to a request for confidential treatment.