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 MARCH 31, 2001
COMMISSION FILE NO. 0-10552
_____________________
SCHERER HEALTHCARE, INC.
(Exact name of registrant as specified in its Charter)
DELAWARE 59-0688813
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
120 INTERSTATE NORTH PARKWAY, S.E., SUITE 305, ATLANTA, GEORGIA 30339
(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code:
(770) 933-1800
Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered (Title of Class) pursuant to Section 12(g) of the Act:
COMMON STOCK, $0.01 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.
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. [ ]
The aggregate market value of the Registrant's Common Stock held by
nonaffiliates of the Registrant on June 4, 2001 was $4,902,792. There were
4,322,497 Shares of Common Stock outstanding on June 4, 2001.
DOCUMENTS INCORPORATED BY REFERENCE
No documents are incorporated by reference into this Form 10-K/A except those
Exhibits so incorporated as set forth in Item 14(a)(3) and the Exhibit Index
herein.
EXPLANATORY NOTE
This Amendment No. 1 to Annual Report on Form 10-K/A is being filed to
include certain information required by Part IV, Item 14(a)(3) and the Exhibit
Index of the Company's Form 10-K which was filed with the Securities and
Exchange Commission on June 28, 2001.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K
(a)(3) EXHIBITS
The following exhibits are filed with or incorporated by reference in
this report. Where filing is made by incorporation by reference to a
previously filed registration statement or report, such registration
statement or report is identified in parenthesis. The Company will
furnish any exhibit upon request to Jeanne M. Fernandez, Secretary,
Scherer Healthcare, Inc., 120 Interstate North Parkway, S.E., Suite 305,
Atlanta, Georgia 30339. There is a charge of $.50 per page to cover
expenses for copying and mailing.
3.1 Certificate of Incorporation of the Company, as amended
(Exhibit 3.1 to the Company's Annual Report on Form 10-K for
the fiscal year ended March 31, 1994).
3.2 By-Laws of the Company (Exhibit 3.2 to the Company's Annual
Report on Form 10-K for the fiscal year ended March 31, 1994).
4 Certificate of Designation, Preferences and Rights of
Preferred Stock by Resolution of the Board of Directors
Providing for an Issue of 7,000 Shares of Preferred Stock
Designated "Series A" Cumulative Convertible Preferred Stock
(Exhibit 4 to the Company's Annual Report on Form 10-K for the
fiscal year ended March 31, 1994).
10.1(a) Property Lease between Bio Systems Partners and Flushing
Operating Corp. for 210 Sherwood Avenue, Farmingdale, New
York, and Addendum (Exhibit 10.2 to the Company's Annual
Report on Form 10-K for the fiscal year ended March 31, 1994).
(b) Property Lease between Bio Systems Partners and Owners of 210
Sherwood Avenue for 210 Sherwood Avenue, Farmingdale, New York
(Exhibit 10 to the Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1999).
10.2 Property Lease between Med X Services of PA, Inc. and
successors and Mark Hankin and Hamnar Associates XVII for 380
Constance Drive, Warminster, Pennsylvania, and Addendum
(Exhibit 10.4 to the Company's Annual Report on Form 10-K for
the fiscal year ended March 31, 1994).
10.3 10% Convertible Promissory Note dated April 5, 2000, by and
between Compliance1, Inc., a Delaware corporation, and Scherer
Healthcare, Inc., a Delaware corporation (Exhibit 10.1 to the
Company's amended Quarterly Report on Form 10-Q/A for the
period ended September 31, 2000).
10.4 Subscription Agreement dated April 5, 2000, by and between
Compliance1, Inc., a Delaware corporation, and Scherer
Healthcare, Inc., a Delaware corporation (Exhibit 10.3 to the
Company's amended Quarterly Report on Form 10-Q/A for the
period ended September 30, 2000).
10.5 10% Convertible Promissory Note dated July 1, 2000, by and
between Compliance1, Inc., a Delaware corporation, and Scherer
Healthcare, Inc., a Delaware corporation (Exhibit 10.2 to the
Company's amended Quarterly Report on Form 10-Q/A for the
period ended September 30, 2000).
10.6 10% Series B Convertible Promissory Note dated October 15,
2000, by and between MedicareFacts, LLC, a Delaware LLC, and
Scherer Healthcare, Inc. a Delaware corporation (Exhibit 10.1
to the Company's Quarterly Report on Form 10-Q for the quarter
ended December 31, 2000).
10.7 Subscription Agreement dated October15, 2000, by and between
MedicareFacts, LLC, a Delaware LLC, and Scherer Healthcare,
Inc., a Delaware corporation (Exhibit 10.2 to the Company's
Quarterly Report on Form 10-Q for the quarter ended December
31, 2000).
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18 Letter from Arthur Andersen, LLP on Change in Accounting
Principles.*
21 Subsidiaries of Registrant.**
23 Consent of Arthur Andersen, LLP.**
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* Filed herewith.
** Previously filed.
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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 Form 10-K/A to be signed on its
behalf by the undersigned, thereunto duly authorized on March 19, 2002.
SCHERER HEALTHCARE, INC.
By: /s/ Donald P. Zima
-----------------------------
Donald P. Zima
Vice President and Chief Financial Officer
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INDEX OF EXHIBITS
The following exhibits are filed with or incorporated by reference in
this report. Where such filing is made by incorporation by reference to a
previously filed registration statement or report, such registration statement
or report is identified in parentheses.
EXHIBIT
NUMBER DESCRIPTION
------ -----------
3.1 Certificate of Incorporation of the Company, as amended
(Exhibit 3.1 to the Company's Annual Report on Form 10-K for the
fiscal year ended March 31, 1994).
3.2 By-Laws of the Company (Exhibit 3.2 to the Company's Annual Report
on Form 10-K for the fiscal year ended March 31, 1994).
4 Certificate of Designation, Preferences and Rights of Preferred
Stock by Resolution of the Board of Directors Providing for an
Issue of 7,000 Shares of Preferred Stock Designated "Series A"
Cumulative Convertible Preferred Stock (Exhibit 4 to the Company's
Annual Report on Form 10-K for the fiscal year ended March 31,
1994).
10.1(a) Property Lease between Bio Systems Partners and Flushing Operating
Corp. for 210 Sherwood Avenue, Farmingdale, New York, and Addendum
(Exhibit 10.2 to the Company's Annual Report on Form 10-K for the
fiscal year ended March 31, 1994).
(b) Property Lease between Bio Systems Partners and Owners of 210
Sherwood Avenue for 210 Sherwood Avenue, Farmingdale, New York
(Exhibit 10 to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1999).
10.2 Property Lease between Med X Services of PA, Inc. and successors
and Mark Hankin and Hamnar Associates XVII for 380 Constance Drive,
Warminster, Pennsylvania, and Addendum (Exhibit 10.4 to the
Company's Annual Report on Form 10-K for the fiscal year ended
March 31, 1994).
10.3 10% Convertible Promissory Note dated April 5, 2000, by and between
Compliance1, Inc., a Delaware corporation, and Scherer Healthcare,
Inc., a Delaware corporation (Exhibit 10.1 to the Company's amended
Quarterly Report on Form 10-Q/A for the period ended September 31,
2000).
10.4 Subscription Agreement dated April 5, 2000, by and between
Compliance1, Inc., a Delaware corporation, and Scherer Healthcare,
Inc., a Delaware corporation (Exhibit 10.3 to the Company's amended
Quarterly Report on Form 10-Q/A for the period ended September 30,
2000).
10.5 10% Convertible Promissory Note dated July 1, 2000, by and between
Compliance1, Inc., a Delaware corporation, and Scherer Healthcare,
Inc., a Delaware corporation (Exhibit 10.2 to the Company's amended
Quarterly Report on Form 10-Q/A for the period ended September 30,
2000).
10.6 10% Series B Convertible Promissory Note dated October 15, 2000, by
and between MedicareFacts, LLC, a Delaware LLC, and Scherer
Healthcare, Inc., a Delaware corporation (Exhibit 10.1 to the
Company's Quarterly Report on Form 10-Q for the quarter ended
December 31, 2000).
10.7 Subscription Agreement dated October 15, 2000, by and between
MedicareFacts, LLC, a Delaware LLC, and Scherer Healthcare, Inc., a
Delaware corporation (Exhibit 10.2 to the Company's Quarterly
Report on Form 10-Q for the quarter ended December 31, 2000).
18 Letter from Arthur Andersen, LLP on Change in Accounting Principles.*
21 Subsidiaries of Registrant.**
23 Consent of Arthur Andersen, LLP.**
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* Filed herewith.
** Previously filed.
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