Washington, D.C. 20549
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
WILD OATS MARKETS, INC.
(Exact name of registrant as specified in its charter)
3375 Mitchell Lane
Boulder, Colorado 80301
(Address of principal executive offices, including zip code)
(303) 440-5220
(Registrant’s telephone number, including area code)
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
Common Stock, $.001 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:
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.
( )
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Exchange Act Rule 12b-2):
Yes ( X ) No (
)
The aggregate market value of the voting common stock held by
non-affiliates was $310,522,421, as computed by reference to the price at which the common
stock was sold as reported by NASDAQ National Market, as of the last business day of the
Registrant’s most recently completed second fiscal quarter, and the total number of
shares of common stock outstanding as of March 1, 2004 held by non-affiliates.
As of March 1, 2004, the total number of shares outstanding of the
Registrant’s common stock, $.001 par value, was 30,231,749 shares.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive Proxy Statement for the Registrant’s
Annual Meeting of Stockholders to be held on May 6, 2004, have been incorporated by
reference into Part III of this report.
EXPLANATORY NOTE
The purpose of this amendment is to amend the cover page to (1) correct
the number of shares outstanding as of March 1, 2004; and (2) indicate that the disclosure
of delinquent filers pursuant to Item 405 of Regulation S-K will be contained, to the best
of Registrant’s knowledge, in the Registrant’s definitive proxy statement
incorporated by reference in Part III of the Report on Form 10-K. Other than such
corrections, no other changes are made by this amendment and all other information
included in the initial filing is unchanged.
PART IV.
Item 15.
(a) |
Financial Statements and
Financial Statement Schedule. The following were filed as a part of the Report on Form
10-K: |
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(1) |
Report of Management |
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Report of Independent Auditors |
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Consolidated Statements of Operations |
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Consolidated Balance Sheets |
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Consolidated Statements of Changes in
Stockholders’ Equity |
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Consolidated Statements of Cash Flows |
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Notes to Consolidated Financial Statements |
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(2) |
Financial Statement Schedules – No
schedules are required. |
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(b) |
Reports on Form 8-K. The
Company filed the following reports on Form 8-K during fiscal 2003: |
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(1) |
Report dated February 3, 2003; filed on Form 8-K, reported under Item 5,
"Other Events," announcing change in Board membership. |
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(2) |
Report dated February 26, 2003; filed on Form 8-K, reported under Item 5,
"Other Events," announcing fourth quarter 2002 and fiscal 2002 financial
results. |
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(3) |
Report dated May 9, 2003; filed on Form 8-K, reported under Item 5, "Other
Events," announcing addition of Board member. |
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(4) |
Report dated May 13, 2003; filed on Form 8-K, under Item 12, "Results of
Operations and Financial Condition" regarding Registrant’s results of operations
and financial condition for the period ended March 29, 2003. |
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(5) |
Report dated August 7, 2003; filed on Form 8-K, under Item 12 "Results of
Operations and Financial Conditions" regarding Registrant’s results of
operations and financial condition for the period ended June 28, 2003. |
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(6) |
Report dated October 29, 2003; filed on Form 8-K, under Item 12 "Results of
Operations and Financial Conditions" regarding Registrant’s results of
operations and financial condition for the period ended September 27, 2003. |
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(7) |
Report dated November 4, 2003; filed on Form 8-K, under Item 12 "Results of
Operations and Financial Conditions" regarding Registrant’s results of
operations and financial condition for the period ended September 27, 2003. |
(c) |
Exhibits. The following
exhibits to this Form 10-K, or this Amendment No. 1 are filed pursuant to the requirements
of Item 601 of Regulation S-K: |
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Exhibit
Number |
Description of Document |
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3(i).1.(a)** |
Amended and
Restated Certificate of Incorporation of the Registrant. (1) |
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3(i).1.(b)** |
Certificate
of Correction to Amended and Restated Certificate of Incorporation of the Registrant.
(1) |
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3(i).1.(c)** |
Certificate
of Amendment to Amended and Restated Certificate of Incorporation of the Registrant.
(2) |
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3(ii).1** |
Amended and
Restated By-Laws of the Registrant. (1) |
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4.1** |
Reference is made to Exhibits 3(i). through
3(ii).1. |
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4.2** |
Specimen
stock certificate. (3) |
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4.3** |
Rights
Agreement dated May 22, 1998 between Registrant and Norwest Bank Minnesota. (10) |
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4.4** |
Amendment
No. 1 to Rights Agreement dated February 26, 2002 between Registrant and Wells Fargo Bank,
N.A. (5) |
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10.1** |
Form of
Indemnity Agreement between the Registrant and its directors and executive officers, with
related schedule. (3) |
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10.2#** |
1996 Equity
Incentive Plan, including forms of Options granted to employees and non-employee directors
thereunder. (3) |
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10.3#** |
Amendment to
1996 Equity Incentive Plan. (4) |
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10.4#** |
Second
Amendment to 1996 Equity Incentive Plan. (5) |
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10.5#** |
1996
Employee Stock Purchase Plan. (3) |
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10.6#** |
Amendment
to 1996 Employee Stock Purchase Plan. (5) |
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10.7#** |
1993 Stock
Option Plan. (3) |
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10.8#** |
1991 Stock
Option Plan. (3) |
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10.9#** |
Employee
Stock Ownership Plan. (3) |
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10.10#** |
Wild
Oats Markets, Inc. Deferred Compensation Plan. (6) |
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10.11#** |
Employment
Agreement dated March 6, 2001 between Perry D. Odak and the Registrant. (7) |
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10.12#** |
Amendment
to Employment Agreement dated March 6, 2001 between Perry D. Odak and the Registrant.
(5) |
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10.13#** |
Stock
Purchase Agreement dated March 6, 2001 between Perry D. Odak and the Registrant. (7) |
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10.14#** |
Stephen
Kaczynski Equity Incentive Plan. (8) |
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10.15#** |
Employment
Agreement dated April 24, 2001 between Stephen A. Kaczynski and the Registrant. (8) |
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10.16#** |
Employment
Agreement dated May 21, 2001 between Bruce Bowman and the Registrant. (8) |
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10.17#** |
Amendment
to Employment Agreement dated May 21, 2001 between Bruce Bowman and the Registrant.
(5) |
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10.18#** |
Bruce
Bowman Equity Incentive Plan. (8) |
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10.19#** |
David
Clark Equity Incentive Plan. (11) |
|
10.20#** |
Edward
F. Dunlap Equity Incentive Plan. (5) |
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10.21#** |
Gary
Rawlings Equity Incentive Plan.(13) |
|
10.22#** |
Employment
Agreement dated December 17, 2001 between Edward F. Dunlap and the Registrant. (5) |
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10.23#** |
Severance
Agreement dated November 7, 2002 between Bruce Bowman and the Registrant.(12) |
|
10.24#** |
Severance
Agreement dated November 7, 2002 between Freya Brier and the Registrant.(12) |
|
10.25#** |
Severance
Agreement dated November 7, 2002 between Edward Dunlap and the Registrant.(12) |
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10.26#** |
Severance
Agreement dated November 7, 2002 between Stephen Kaczynski and the Registrant.(12) |
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10.27#** |
Severance
Agreement dated November 7, 2002 between Peter Williams and the Registrant. (12) |
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10.28#** |
Severance
Agreement dated June 2, 2003 between David B. Clark and the Registrant. (11) |
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10.29** |
Wild
Oats Markets, Inc. 2001 Nonofficer/Nondirector Equity Incentive Plan. (5) |
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10.30** |
Amended and
Restated Stockholders Agreement among the Registrant and certain parties named therein
dated August 1996. (3) |
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10.31** |
Registration
Rights Agreement between the Registrant and certain parties named therein dated July 12,
1996. (3) |
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10.32#** |
Second
Amendment to Employment Agreement between Wild Oats Markets, Inc. and Perry D. Odak, dated
June 19, 2002. (9) |
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10.33#** |
Third
Amendment to Employment Agreement between Wild Oats Markets, Inc. and Perry D. Odak, dated
August 7, 2002. (9) |
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10.34** |
Assignment
of Kaczynski Employment Agreement, dated June 29, 2002, between Registrant and Sparky,
Inc. (9) |
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10.35** |
Assignment
of Dunlap Employment Agreement, dated June 29, 2002, between Registrant and Wild Oats
Financial, Inc. (9) |
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10.36** |
Second
Amended and Restated Credit Agreement dated as of February 26, 2003, among Registrant, the
lenders named therein and Wells Fargo Bank National Association, as Administrative Agent.
Portions have been omitted pursuant to a request for confidential treatment. (12) |
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10.37** |
Joinder
Agreement dated as of December 12, 2003, among Bank of America, N.A., to the Second
Amended and Restated Credit Agreement among Registrant, the lenders named therein and
Wells Fargo Bank National Association, Registrant and Wells Fargo.(13) |
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10.38** |
Agreement
for Distribution of Product between Wild Oats Markets, Inc. and United Natural Foods, Inc.
dated January 9, 2004. Portions have been omitted pursuant to a request for confidential
treatment.(13) |
|
10.39** |
Memorandum
of Understanding between Tree of Life, Inc. and Wild Oats Markets, Inc. dated November 19,
2003. Portions have been omitted pursuant to a request for confidential treament.(13) |
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21.1** |
List
of subsidiaries.(13) |
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23** |
Consent
of PricewaterhouseCoopers LLP, independent auditors.(13) |
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31.1+ |
CEO Certification
under Section 302 of Sarbanes-Oxley Act of 2002 |
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31.2+ |
CFO Certification
under Section 302 of Sarbanes-Oxley Act of 2002 |
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32.1+ |
CEO Certification
under Section 906 of Sarbanes-Oxley Act of 2002 |
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32.2+ |
CFO Certification
under Section 906 of Sarbanes-Oxley Act of 2002 |
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.