UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
Annual Report pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the fiscal year ended Commission file number
October 29, 2005 1-5745
FOODARAMA SUPERMARKETS, INC.
(Exact name of Registrant as specified in its charter)
New Jersey 21-0717108
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Building 6, Suite 1, 922 Hwy. 33, Freehold, New Jersey 07728
(Address of principal executive offices)
Registrant's telephone number, including area code: (732) 462-4700
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
Common Stock, par value $1.00 per share American Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
NONE
(Title of Class)
Indicate by check mark if the Registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act. Yes |_| No |X|
Indicate by check mark if the Registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes |_| No |X|
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 and (2) has been subject to such filing
requirements for the past 90 days. 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. |X|
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 whether the Registrant is a shell company (as
defined in Rule 12b-2 of the Act). Yes |_| No |X|
The aggregate market value of voting stock held by non-affiliates of the
Registrant was approximately $12,191,142. Computation is based on the closing
sales price of $34.00 per share of such stock on the American Stock Exchange on
April 29, 2005, the last business day of the Registrant's most recently
completed second quarter.
As of January 13, 2006, the number of shares outstanding of Registrant's
Common Stock was 988,117.
DOCUMENTS INCORPORATED BY REFERENCE
None.
EXPLANATORY NOTE
We are filing this Amendment No. 1 to our Annual Report on Form 10-K for
the period ended October 29, 2005, which was filed with the United States
Securities and Exchange Commission on January 27, 2006 (the "Form 10-K"), to
amend and restate Item 15., "Exhibits and Financial Statement Schedules" to
include a new Exhibit 10.3. This Amendment No. 1 does not affect any other
section of the Form 10-K not otherwise discussed herein and continues to speak
as of the date of the Form 10-K. Accordingly, this Amendment No. 1 should be
read in conjunction with Foodarama's other filings made with the Commission
subsequent to the filing of the Form 10-K.
PART IV
Item 15. Exhibits and Financial Statement Schedules
Page No.
a.1. Audited financial statements and
supplementary data
Report of Independent Registered Public Accounting Firm F-1
Foodarama Supermarkets, Inc. and
Subsidiaries Consolidated Financial
Statements:
Balance Sheets as of October 29, 2005 F-2 to F-3
and October 30, 2004
Statements of Operations for each of the
fiscal years ended, October 29, 2005,
October 30, 2004 and November 1, 2003. F-4
Statements of Shareholders' Equity
for each of the fiscal years ended
October 29, 2005, October 30, 2004
and November 1, 2003. F-5
Statements of Cash Flows for each of the
fiscal years ended October 29, 2005, October 30, 2004
and November 1, 2003. F-6
Notes to Consolidated Financial Statements F-7 to F-42
a.2. Financial Statement Schedules
Schedule II S-1
Schedules other than Schedule II have been
omitted because they are not applicable.
2
a.3. Management Contracts and/or Compensatory Plans
Management contracts and/or compensatory plans or
arrangements have been identified in the Index to Exhibits
beginning on page E-1 herein.
b. Exhibits E-1
Reference is made to the Index of Exhibits beginning on
page E-1 herein.
3
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.
FOODARAMA SUPERMARKETS, INC.
(Registrant)
/s/ Michael Shapiro
----------------------------------------
Michael Shapiro
Senior Vice President,
Chief Financial Officer
/s/ Thomas H. Flynn
----------------------------------------
Thomas H. Flynn
Vice President,
Principal Accounting Officer
Date: April 7, 2006
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 and on the dates indicated.
Name Title Date
---- ----- ----
/s/ Joseph J. Saker
---------------------------
Joseph J. Saker Chairman of the Board of April 7, 2006
Directors
/s/ Richard J. Saker
---------------------------
Richard J. Saker Chief Executive Officer, April 7, 2006
President and Director
/s/ Charles S. Parton
---------------------------
Charles S. Parton Director April 7, 2006
/s/ Albert A. Zager
---------------------------
Albert A. Zager Director April 7, 2006
/s/ Robert H. Hutchins
---------------------------
Robert H. Hutchins Director April 7, 2006
4
INDEX TO EXHIBITS
3. Articles of Incorporation and By-Laws
*3.1 Restated Certificate of Incorporation of Registrant filed with
the Secretary of State of the State of New Jersey on May 15,
1970.
*3.2 Certificate of Merger filed with the Secretary of State of the
State of New Jersey on May 15, 1970.
*3.3 Certificate of Merger filed with the Secretary of State of the
State of New Jersey on March 14, 1977.
*3.4 Certificate of Merger filed with the Secretary of State of the
State of New Jersey on June 23, 1978.
*3.5 Certificate of Amendment to Restated Certificate of
Incorporation filed with the Secretary of State of the State
of New Jersey on May 12, 1987.
**3.6 Certificate of Amendment to Restated Certificate of
Incorporation filed with the Secretary of State of the State
of New Jersey on February 16, 1993.
****3.7 Amendment to the Certificate of Incorporation of the
Registrant dated April 4, 1996.
*3.8 By-Laws of Registrant.
*3.9 Amendments to By-Laws of Registrant adopted September 14,
1983.
3.10 Amendment to By-Laws of Registrant adopted March 15, 1991 is
incorporated herein by reference to the Registrant's Annual
Report on Form 10-K for the year ended November 2, 1991 filed
with the Securities and Exchange Commission on February 18,
1992.
3.11 Certificate of Amendment to the Amended and Restated
Certificate of Incorporation filed with the Department of the
Treasury of the State of New Jersey on May 14, 2002 is
incorporated herein by reference to the Registrant's Annual
Report on Form 10-K for the year ended November 2, 2002 filed
with the Securities and Exchange Commission on January 30,
2003.
3.12 Amended and Restated By-Laws of Registrant adopted April 14,
2004 are incorporated herein by reference to the Registrant's
Current Report on Form 8-K filed with the Securities and
Exchange Commission on April 21, 2004.
3.13 Certificate of Amendment to the Restated Certificate of
Incorporation which was filed with the Department of the
Treasury of the State of New Jersey on September 19, 2003.
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10. Material Contracts
10.1 The Agreement dated September 18, 1987 entered into by
Wakefern Food Corporation and the Registrant is incorporated
herein by reference to Exhibit A to the Registrant's Form 8-K
filed with the Securities and Exchange Commission on November
19, 1987.
***10.2 Certificate of Incorporation of Wakefern Food Corporation
together with amendments thereto and certificates of merger.
10.3 By-Laws of Wakefern Food Corporation, as adopted on April 16,
1981 and amended on July 14, 1983, June 21, 1984, March 19,
1987, August 20, 1987, October 19, 1988, February 16, 1989,
March 15, 1990, October 18, 1990, September 29, 1993, May 19,
1994, September 22, 1994 and May 16, 2002, respectively.
#***10.4 Form of Deferred Compensation Agreement, between the
Registrant and certain of its key employees.
#10.5 Registrant's 1987 Incentive Stock Option Plan is incorporated
herein by reference to Exhibit 4 (a) to the Registrant's Form
S-8 filed with the Securities and Exchange Commission on May
26, 1989.
10.6 Agreement, dated September 20, 1993, between the Registrant,
ShopRite of Malverne, Inc. and The Grand Union Company is
incorporated herein by reference to the Registrant's Annual
Report on Form 10-K for the year ended October 30, 1993, filed
with the Securities and Exchange Commission on February 24,
1994.
10.7 Revolving Credit and Term Loan Agreement, dated as of February
15, 1995 between the Registrant and NatWest Bank as agent for
a group of banks is incorporated herein by reference to the
Registrant's Form 8-K filed with the Securities and Exchange
Commission on July 10, 1995.
10.8 Asset Purchase Agreement dated April 20, 1995 and Amendment
No. 1 to the Agreement dated May 24, 1995 between the
Registrant and Wakefern Food Corporation is incorporated
herein by reference to the Registrant's Form 8-K filed with
the Securities and Exchange Commission on July 27, 1995.
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10.9 Amendment of Revolving Credit and Term Loan Agreement, dated
as of January 25, 1996, between the Registrant and each of the
banks which are signatory thereto is incorporated herein by
reference to the Registrant's Form 10-Q for the quarterly
period ended January 27, 1996, filed with the Securities and
Exchange Commission on March 12, 1996.
****10.10 Agreement, dated as of March 29, 1996, between the Registrant
and Wakefern Food Corporation.
****10.11 Amendment of Revolving Credit and Term Loan Agreement, dated
as of May 10, 1996, between the Registrant and each of the
Banks which are signatory thereto.
10.12 Waiver and Amendment of Revolving Credit and Term Loan
Agreement, dated as of July 26, 1996, between the Registrant
and each of the Banks which are signatory thereto is
incorporated herein by reference to the Registrant's Form 10-Q
for the quarterly period ended July 27, 1996, filed with the
Securities and Exchange Commission on September 10, 1996.
10.13 Amended and Restated Revolving Credit and Term Loan Agreement,
dated as of May 2, 1997, between the Registrant and the
Financial Institution which is signatory thereto is
incorporated herein by reference to the Registrant's Form 10-Q
for the quarterly period ended May 3, 1997, filed with the
Securities and Exchange Commission on June 16, 1997.
*****10.14 First Amendment to Amended and Restated Revolving Credit and
Term Loan Agreement, dated October 28, 1997, between the
Registrant and the Financial Institution which is signatory
thereto.
*****10.15 Consent and Second Amendment to Amended and Restated Revolving
Credit and Term Loan Agreement and other loan documents, dated
November 14, 1997, between the Registrant and the Financial
Institution which is signatory thereto.
*****10.16 Third Amendment to Amended and Restated Revolving Credit and
Term Loan Agreement, dated January 15, 1998, between the
Registrant and the Financial Institution which is signatory
thereto.
10.17 Amendment to the Amended and Restated Revolving Credit and
Term Loan Agreement, dated March 11, 1999, between the
Registrant and the Financial Institution which is signatory
thereto, is incorporated herein by reference to the
Registrant's Form 10-Q for the quarterly period ended May 1,
1999, filed with the Securities and Exchange Commission on
June 11, 1999.
10.18 Second Amended and Restated Revolving Credit and Term Loan
Agreement, dated as of January 7, 2000 between the Registrant
and each
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of the Financial Institutions which are signatory thereto, is
incorporated herein by reference to the Registrant's Form 10-K
for the year ended October 30, 1999 filed with the Securities
and Exchange Commission on January 27, 2000.
#10.19 Restatement of Supplemental Executive Retirement Plan, dated
as of January 1, 1998, is incorporated herein by reference to
the Registrant's Form 10-Q for the quarterly period ended
January 29, 2000, filed with the Securities and Exchange
Commission on March 9, 2000.
#10.20 Registrant's 2001 Stock Incentive Plan is incorporated herein
by reference to Appendix B to the Registrant's Proxy Statement
filed with the Securities and Exchange Commission on February
26, 2001.
10.21 Amendment No. 1 to Second Amended and Restated Revolving
Credit and Term Loan Agreement, dated as of May 11, 2001,
between the Registrant and each of the Financial Institutions
which are signatory thereto is incorporated herein by
reference to the Registrant's Form 10-Q for the quarterly
period ended April 28, 2001, filed with the Securities and
Exchange Commission on June 8, 2001.
10.22 Amendment No. 2 to Second Amended and Restated Revolving
Credit and Term Loan Agreement, dated as of August 7, 2001
between the Registrant and each of the Financial Institutions
which are signatory thereto is incorporated herein by
reference to the Registrant's Form 10-Q for the quarterly
period ended July 28, 2001, filed with the Securities and
Exchange Commission on September 10, 2001.
******10.23 Letter Amendment to Second Amended and Restated Revolving
Credit and Term Loan Agreement, dated as of January 30, 2002
between the Registrant and each of the Financial Institutions
which are signatory thereto.
******10.24 Letter Amendment to Second Amended and Restated Revolving
Credit and Term Loan Agreement, dated as of January 30, 2002
between the Registrant and each of the Financial Institutions
which are signatory thereto.
10.25 Letter Amendment to Second Amended and Restated Revolving
Credit and Term Loan Agreement, dated as of March 29, 2002
between the Registrant and each of the Financial Institutions
which are signatory thereto is incorporated herein by
reference to the Registrant's Form 8-K filed with the
Securities and Exchange Commission on April 5, 2002.
10.26 Third Amended and Restated Revolving Credit and Term Loan
Agreement, dated as of September 26, 2002 between the
Registrant and each of the Financial Institutions which are
signatory thereto, is
E-4
incorporated herein by reference to the Registrant's Form 8-K
filed with the Securities and Exchange Commission on September
30, 2002.
10.27 Amendment No. 1 to Third Amended and Restated Revolving Credit
and Term Loan Agreement, dated as of December 17, 2002 between
the Registrant and each of the Financial Institutions which
are signatory thereto is incorporated herein by reference to
the Registrant's Form 10-K for the year ended November 2,
2002, filed with the Securities and Exchange Commission on
January 30, 2003.
10.28 Consent, Waiver and Amendment No. 2 to Third Amended and
Restated Revolving Credit and Term Loan Agreement, dated as of
January 21, 2003 between the Registrant and each of the
Financial Institutions which are signatory thereto is
incorporated herein by reference to the Registrant's Form 10-K
for the year ended November 2, 2002, filed with the Securities
and Exchange Commission on January 30, 2003.
10.29 Amendment No. 3 to Third Amended and Restated Revolving Credit
and Term Loan Agreement, dated as of July 16, 2003 between the
Registrant and each of the Financial Institutions which are
signatory thereto is incorporated herein by reference to the
Registrant's Form 10-Q for the quarterly period ended August
2, 2003, filed with the Securities and Exchange Commission on
September 16, 2003.
10.30 Amendments No. 2 and 1 to the Foodarama Supermarkets, Inc.
2001 Stock Incentive Plan are incorporated herein by reference
to the Registrant's Form 10-Q for the quarterly period ended
August 2, 2003, filed with the Securities and Exchange
Commission on September 16, 2003.
#10.31 Executive Employment Agreement, dated November 2, 2003, by and
between the Company and Joseph J. Saker is incorporated herein
by reference to the Registrant's Form 10-K for the year ended
November 1, 2003, filed with the Securities and Exchange
Commission on January 29, 2004.
#10.32 First Amendment to the Registrant's Supplemental Executive
Retirement Plan, effective November 2, 2003 is incorporated
herein by reference to the Registrant's Form 10-K for the year
ended October 30, 2004, filed with the Securities and Exchange
Commission on January 28, 2005.
10.33 Amendment No. 4 to the Amended and Restated Revolving Credit
and Term Loan Agreement is incorporated herein by reference to
the Registrant's Form 10-Q for the quarterly period ended May
1, 2004, filed with the Securities and Exchange Commission on
June 14, 2004.
10.34 Amendment No. 5 to the Third Amended and Restated Revolving
Credit and Term Loan Agreement, dated as of July 19, 2004,
between the
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Registrant and each of the Financial Institutions which is a
signatory thereto, is incorporated herein by reference to the
Registrant's Form 8-K, dated August 24, 2004, filed with the
Securities and Exchange Commission on August 30, 2004.
10.35 Amendment No. 6 to the Third Amended and Restated Revolving
Credit and Term Loan Agreement, dated as of August 24, 2004,
between the Registrant and each of the Financial Institutions
which is a signatory thereto, is incorporated herein by
reference to the Registrant's Form 8-K, dated August 24, 2004,
filed with the Securities and Exchange Commission on August
30, 2004.
10.36 Amendment No. 7 to the Third Amended and Restated Revolving
Credit and Term Loan Agreement, dated as of October 19, 2004,
between the Registrant and each of the Financial Institutions
which is a signatory thereto, is incorporated herein by
reference to the Registrant's Form 8-K, dated October 19,
2004, filed with the Securities and Exchange Commission on
October 21, 2004.
10.37 Amendment No. 8 to the Third Amended and Restated Revolving
Credit and Term Loan Agreement, dated as of October 21, 2004,
between the Registrant and each of the Financial Institutions
which is a signatory thereto, is incorporated herein by
reference to the Registrant's Form 8-K, dated October 21,
2004, filed with the Securities and Exchange Commission on
October 25, 2004.
10.38 Amendment No. 10 to the Third Amended and Restated Revolving
Credit and Term Loan Agreement, dated as of August 22, 2005,
between the Registrant and each of the Financial Institutions
which is a signatory thereto, is incorporated herein by
reference to the Registrant's Form 8-K, dated August 22, 2005,
filed with the Securities and Exchange Commission on August
24, 2005.
10.39 The Agreement, dated as of August 20, 1987 as amended February
20, 1992, entered into by Wakefern Food Corporation and the
Registrant.
#10.40 Registrant's Supplemental Executive Retirement Plan, restated
as of December 31, 2004.
#10.41 Registrant's Post-2004 Supplemental Executive Retirement Plan.
14 Code of Conduct is incorporated herein by reference to the
Registrant's Form 10-K for the year ended November 1, 2003,
filed with the Securities and Exchange Commission on January
29, 2004.
14.1 Code of Conduct.
E-6
21 List of Subsidiaries of Foodarama Supermarkets, Inc.
23.1 Consent of Independent Registered Public Accounting Firm.
31.1 Section 302 Certification of Chief Executive Officer.
31.2 Section 302 Certification of Chief Financial Officer.
32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C.
Section 1350.
32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C.
Section 1350.
# Indicates a management contract or compensatory plan or
arrangement.
* Each of these Exhibits is incorporated herein by reference to
the Registrant's Annual Report on Form 10-K for the year ended
October 29, 1988 filed with the Securities and Exchange
Commission on February 13, 1989.
** Each of these Exhibits is incorporated herein by reference to
the Registrant's Annual Report on Form 10-K for the year ended
October 31, 1992 filed with the Securities and Exchange
Commission on February 19, 1993.
*** Each of these Exhibits is incorporated herein by reference to
the Registrant's Annual Report on Form 10-K for the year ended
October 28, 1989 filed with the Securities and Exchange
Commission on February 9, 1990.
**** Incorporated herein by reference to the Registrant's Form 10-Q
for the quarterly period ended April 27, 1996, filed with the
Securities and Exchange Commission on June 10, 1996.
***** Incorporated herein by reference to the Registrant's Form 10-K
for the year ended November 1, 1997 filed with the Securities
and Exchange Commission on January 29, 1998.
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