RNS Number:4570N
Applied Graphics Technologies Inc
20 November 2001
PART 3
PART II. - OTHER INFORMATION
Item 5. Other Information
During the third quarter of 2001, the Board of Directors of the Company
appointed Joseph Vecchiolla as President of the Company and Kenneth Torosian
as Chief Financial Officer of the Company. Mr. Vecchiolla continues to serve
as Chief Operating Officer.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
2.1 Asset Purchase Agreement by and among Applied Graphics Technologies, Inc.,
and Flying Color Graphics, Inc. and its Shareholders dated January 16,
1998 (Incorporated by reference to Exhibit No. 2.1 forming part of the
Registrant's Report on Form 8-K (File No. 0-28208) filed with the
Securities and Exchange Commission under the Securities Exchange Act of
1934, as amended, on January 30, 1998).
2.2 Agreement and Plan of Merger, dated as of February 13, 1998, by and among
Devon Group, Inc., Applied Graphics Technologies, Inc., and AGT
Acquisition Corp. (Incorporated by reference to Exhibit No. 2.2 forming
part of the Registrant's Report on Form 10-K (File No. 0-28208) filed with
the Securities and Exchange Commission under the Securities Exchange Act
of 1934, as amended, for the fiscal year ended December 31, 1997).
3.1 First Restated Certificate of Incorporation (Incorporated by reference to
(a) Exhibit No. 3.1 forming part of the Registrant's Registration Statement on
Form S-1 (File No. 333-00478) filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended).
3.1 Certificate of Amendment of First Restated Certificate of Incorporation
(b) (Incorporated by reference to Exhibit No. 3.1(b) forming part of the
Registrant's Report on Form 10-Q (File No. 0-28208) filed with the
Securities and Exchange Commission under the Securities Exchange Act of
1934, as amended, for the quarterly period ended June 30, 1998).
3.1 Second Certificate of Amendment of First Restated Certificate of
(c) Incorporation (Incorporated by reference to Exhibit No. 3.1(c) forming
part of the Registrant's Report on Form 10-K (File No. 0-28208) filed with
the Securities and Exchange Commission under the Securities Exchange Act
of 1934, as amended, for the fiscal year ended December 31, 2000).
3.2 Amended and Restated By-Laws of Applied Graphics Technologies, Inc.
(a) (Incorporated by reference to Exhibit No. 3.2 forming part of Amendment
No. 3 to the Registrant's Registration Statement on Form S-1 (File No.
333-00478) filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended).
3.2 Amendment to Amended and Restated By-Laws of Applied Graphics
(b) Technologies, Inc. (Incorporated by reference to Exhibit No. 3.3 forming
part of the Registrant's Registration Statement on Form S-4 (File No.
333-51135) filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended).
3.2 Amendment to Amended and Restated By-Laws of Applied Graphics
(c) Technologies, Inc. (Incorporated by reference to Exhibit No. 3.2(c)
forming part of Registrant's Report on Form 10-Q (File No. 0-28208) filed
with the Securities and Exchange Commission under the Securities Exchange
Act of 1934, as amended, for the quarterly period ended September 30,
2000).
4 Specimen Stock Certificate (Incorporated by reference to Exhibit 7 forming
part of Registrant's Registration Statement on Form 8-A (File No. 1-16431)
filed with the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended, on April 5, 2001).
10.2 Applied Graphics Technologies, Inc. 1996 Stock Option Plan (Incorporated
by reference to Exhibit No. 10.2 forming part of Amendment No. 3 to the
Registrant's Registration Statement on Form S-1 (File No. 333-00478) filed
with the Securities and Exchange Commission under the Securities Act of
1933, as amended).
10.3 Applied Graphics Technologies, Inc. Non-Employee Directors Nonqualified
Stock Option Plan (Incorporated by reference to Exhibit No. 10.3 forming
part of Amendment No. 3 to the Registrant's Registration Statement on Form
S-1 (File No. 333-00478) filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended).
10.6 Employment Agreement, effective as of November 30, 2000, between the
(a) Company and Joseph D. Vecchiolla (Incorporated by reference to Exhibit No.
10.6(a) forming part of the Registrant's Report on Form 10-K (File No.
0-28208) filed with the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended, for the fiscal year ended
December 31, 2000).
10.6 Agreement and General Release, effective June 4, 2000, between the Company
(b) and Louis Salamone, Jr. (Incorporated by reference to Exhibit No. 10.6 (b)
forming part of the Registrant's Report on Form 10-Q (File No. 0-28208)
filed with the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended, for the quarterly period ended June 30,
2000).
10.6 Employment Agreement, effective as of May 24, 1999, between the Company
(c) and Derek Ashley (Incorporated by reference to Exhibit No. 10.6 (c)
(i) forming part of Registrant's Report on Form 10-Q (File No. 0-28208) filed
with the Securities and Exchange Commission under the Securities Exchange
Act of 1934, as amended, for the quarterly period ended June 30, 1999).
10.6 Agreement and General Release, dated December 15, 2000, between the
(c) Company and Derek Ashley (Incorporated by reference to Exhibit No. 10.6
(ii) (c)(ii) forming part of the Registrant's Report on Form 10-K (File No.
0-28208) filed with the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended, for the fiscal year ended
December 31, 2000).
10.6 Employment Agreement, effective as of April 1, 1996, between the Company
(d) and Scott A. Brownstein (Incorporated by reference to Exhibit No. 10.6
(i) forming part of Amendment No. 3 to the Registrant's Registration
Statement on Form S-1 (File No. 333-00478) filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended).
10.6 Employment Agreement Extension dated March 23, 1998, between the Company
(d) and Scott Brownstein (Incorporated by reference to Exhibit No. 10.6 (d)
(ii) (ii) forming part of the Registrant's Registration Statement on Form S-4
(File No. 333-51135) filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended).
10.6 Separation Agreement, effective December 18, 2000, between the Company
(d) and Scott Brownstein (Incorporated by reference to Exhibit No. 10.6(d)
(iii) (iii) forming part of the Registrant's Report on Form 10-K (File No.
0-28208) filed with the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended, for the fiscal year ended
December 31, 2000).
10.7 Form of Registration Rights Agreement (Incorporated by reference to
Exhibit No. 10.7 forming part of Amendment No. 3 to the Registrant's
Registration Statement on Form S-1 (File No. 333-00478) filed with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended).
10.8 Applied Graphics Technologies, Inc., 1998 Incentive Compensation Plan, as
Amended and Restated (Incorporated by reference to Exhibit No. 10.8
forming part of Registrant's Report on Form 10-Q (File No. 0-28208) filed
with the Securities and Exchange Commission under the Securities Exchange
Act of 1934, as amended, for the quarterly period ended June 30, 1999).
10.8 Amendment No. 1, dated as of May 8, 2000, to the Applied Graphics
(a) Technologies, Inc., Amended and Restated 1998 Incentive Compensation Plan
(Incorporated by reference to Exhibit No. 10.8(a) forming part of the
Registrant's Report on Form 10-Q (File No. 0-28208) filed with the
Securities and Exchange Commission under the Securities Exchange Act of
1934, as amended, for the quarterly period ended June 30, 2000).
10.9 Amended and Restated Credit Agreement, dated as of March 10, 1999, among
(a) Applied Graphics Technologies, Inc., Other Institutional Lenders as
Initial Lenders, and Fleet Bank, N.A. (Incorporated by reference to
Exhibit No. 99.2 of the Registrant's Report on Form 8-K (File No.
0-28208) filed with the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended, on March 22, 1999).
10.9 Amendment No. 1, dated as of June 2, 1999, to the Amended and Restated
(b) Credit Agreement among Applied Graphics Technologies, Inc., Other
Institutional Lenders as Initial Lenders, and Fleet Bank, N.A.
(Incorporated by reference to Exhibit No. 10.9(b) forming part of
Registrant's Report on Form 10-Q (File No. 0-28208) filed with the
Securities and Exchange Commission under the Securities Exchange Act of
1934, as amended, for the quarterly period ended June 30, 1999).
10.9 Amendment No. 2, dated July 28, 1999, to the Amended and Restated Credit
(c) Agreement among Applied Graphics Technologies, Inc., Other Institutional
Lenders as Initial Lenders, and Fleet Bank, N.A. (Incorporated by
reference to Exhibit No. 10.9(c) forming part of Registrant's Report on
Form 10-Q (File No. 0-28208) filed with the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended, for the
quarterly period ended September 30, 1999).
10.9 Amendment No. 3, dated as of July 21, 2000, to the Amended and Restated
(d) Credit Agreement among Applied Graphics Technologies, Inc., Other
Institutional Lenders as Initial Lenders, and Fleet Bank, N.A.
(Incorporated by reference to Exhibit No. 10.9(d) forming part of the
Registrant's Report on Form 10-Q (File No. 0-28208) filed with the
Securities and Exchange Commission under the Securities Exchange Act of
1934, as amended, for the quarterly period ended June 30, 2000).
10.9 Amendment No. 4, dated as of August 11, 2000, to the Amended and Restated
(e) Credit Agreement among Applied Graphics Technologies, Inc., Other
Institutional Lenders as Initial Lenders, and Fleet Bank, N.A.
(Incorporated by reference to Exhibit No. 10.9(e) forming part of the
Registrant's Report on Form 10-Q (File No. 0-28208) filed with the
Securities and Exchange Commission under the Securities Exchange Act of
1934, as amended, for the quarterly period ended June 30, 2000).
10.9 Fifth Amendment, dated as of July 27, 2001, to the Amended and Restated
(f) Credit Agreement by and among Applied Graphics Technologies, Inc., the
lenders party thereto, and Fleet National Bank, as agent. (Incorporated
by reference to Exhibit No. 10.9(f) forming part of the Registrant's
Report on Form 10-Q (File No. 1-16431) filed with the Securities and
Exchange Commission under the Securities Exchange Act of 1934, as
amended, for the quarterly period ended June 30, 2001).
10.10 Consulting Agreement, dated as of March 1, 2001, by and between the
Company and Knollwood Associates, LLC. (Incorporated by reference to
Exhibit No. 10.10 forming part of the Registrant's Report on Form 10-Q
(File No. 1-16431) filed with the Securities and Exchange Commission
under the Securities Exchange Act of 1934, as amended, for the quarterly
period ended March 31, 2001).
b) The Registrant did not file any reports on Form 8-K during the
quarter ended September 30, 2001.
SIGNATURES
Pursuant to the requirements 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.
APPLIED GRAPHICS TECHNOLOGIES, INC.
(Registrant)
By:
/s/ Joseph D. Vecchiolla
Date: November 14, 2001
Joseph D. Vecchiolla
President and Chief Operating Officer
(Principal Executive Officer)
/s/ Kenneth G. Torosian
Date: November 14, 2001
Kenneth G. Torosian
Senior Vice President
Chief Financial Officer
(Principal Financial Officer)
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