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The following is an excerpt from a 10KSB SEC Filing, filed by ANNIES HOMEGROWN INC on 8/5/2002.
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ANNIES HOMEGROWN INC - 10KSB - 20020805 - SECURITY_OWNERS

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information known to the Company regarding the beneficial ownership of our Common Stock as of March 31, 2002 for
(i) each stockholder known by us to own beneficially 5% or more of the outstanding shares of its Common Stock; (ii) each director; and (iii) all directors and executive officers as a group. We believe that the beneficial owners of the Common Stock listed below, based on information furnished by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable.

                                         AMOUNT OF
                                         BENEFICIAL              PERCENT OF
    NAME AND ADDRESS (1)              OWNERSHIP(2)(3)(5)         OWNERSHIP(4)
    --------------------              ------------------         ------------

Homegrown Natural Foods, Inc.(6)          1,788.85                  66.15%
580 Gateway Drive
Napa, CA 94558

John Foraker (7)                          1,788.85                  66.15%
Homegrown Natural Foods, Inc.
580 Gateway Drive
Napa, CA 94558

Ann E. Withey (8)                           394.27                  14.58%
c/o Annie's Homegrown, Inc.
395 Main Street
Wakefield, MA 01880

Paul Nardone (9)                            132.85                   4.68%

Neil Raiff (10)                              86.97                   3.14%

Ronald L.Cheney (11)                         55.05                   2.02%

Elen Ambrose (12)                            12.50                   0.46%

E. Michael Moone (13)                            0                      *

All Directors And Executive Officers
 as a Group (7 People) (14)               2,470.50                  84.34%


--------------------------

* Less than 1% of total voting securities
(1) Addresses are provided only for 5% beneficial owners.
(2) Except as otherwise noted in the footnotes to this table, each person or entity named in the table has sole voting and investment power with respect to all shares as owned, based on information provided to us by the persons or entities named in the table.
(3) Shares of Common Stock subject to options exercisable within 60 days of March 31, 2002 are deemed outstanding for computing the percentage of the person or group holding such securities.
(4) Percentage of beneficial ownership is calculated on the basis of the amount of outstanding securities (Common and Preferred Stock) at March 31, 2002 (2,704.25) plus, for each person or group, any securities that person or group has the right to acquire within 60 days pursuant to stock options or other rights.
(5) Includes the 1 for 2,000 reverse stock split, which was presented as Proposal 3 in the Company's Proxy Statement for its 2002 Annual Meeting.

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Pursuant to the Proposal, approximately 299,000 shares of Common Stock was retired and approximately 299,000 units of scrip was issued. Percentage of beneficial ownership is calculated on an as adjusted, pro forma basis, showing the amount of outstanding securities (Common and Preferred Stock)on March 31, 2002, less shares that will be retired in conjunction with the reverse stock split (leaving 2,704.25 deemed outstanding).
(6) Includes all stock subject to Irrevocable Proxies that Mr. Andrew Martin (705.55 shares) and Ms. Ann Withey (308.71 shares) granted to Homegrown Holdings Corp., now known as Homegrown Natural Foods, Inc., in conjunction with the Stock Collar Agreements each dated December 2, 1999 (described below), which grants voting authority with respect to such shares.
(7) Includes all stock subject to Irrevocable Proxy Agreement that each of Mr. Andrew Martin (705.55 shares) and Ms. Ann Withey (308.71 shares) granted to Homegrown Holdings Corp., now known as Homegrown Natural Foods, Inc., in conjunction with the Stock Collar Agreements dated December 2, 1999 (described below), which grants voting authority with respect to such shares and for which Mr. Martin and Ms. Withey disclaim beneficial ownership. Mr. Foraker, Chairman of the Company's Board of Directors, is also the Chief Executive Officer of Homegrown Natural Foods. Mr. Foraker holds 30, 532 shares of Homegrown Natural Foods. Series A Preferred Stock, 227, 501 shares of its Common Stock, and options to purchase 101, 000 shares of its Common Stock.
(8) Ms. Withey is a director of Annie's. All of Ms. Withey's Common Stock is subject to Stock Transfer Instructions, dated July 27, 1995, and as amended described below. Certain loans by Annie's to Ms. Withey are secured by the Common Stock that may be received by her upon exercise of certain option grants (described below). Does not include 308.71 shares of Ms. Withey's Common Stock are subject to a Stock Collar Agreement and Irrevocable Proxy with Homegrown Natural Foods, for which she disclaims beneficial ownership.
(9) Mr. Nardone is a director of Annie's. Includes the vested portion (53.68 shares) of a non-qualified stock option to purchase 53.68 shares of the Company's Common Stock under the Company's 1996 Stock Plan for an exercise price of $20.00. Also includes vested portion (79.17 shares) on a Qualified Stock Option to purchase 118.75 shares of the Company's Common Stock under the Company's 1999 Common Stock Option Plan for an exercise price of $4000.00. Mr. Nardone was issued 12,500 shares of Common Stock of Homegrown Natural Foods (less than 1% of the outstanding Common Stock of Homegrown Natural Foods) in consideration of service rendered. Mr. Nardone returned those shares to Homegrown Natural Foods on June 29, 2001.
(10) Mr. Raiff is the Chief Financial Officer of Annie's. Includes the vested portion (23.68 shares) of a non-qualified stock option to purchase 23.68 shares of the Company's Common Stock under the Company's 1996 Stock Plan for an exercise price of $20.00. Also includes vested portion (39.58 shares) on a Qualified Stock Option to purchase 59.38 shares of the Company's Common Stock under the Company's 1999 Common Stock Option Plan for an exercise price of $4,000.00.
(11) Mr. Cheney is a director of Annie's. The figure above includes 16.25 shares of Common Stock issuable upon exercise of certain options granted pursuant to the Company's Non-Employee Directors' Stock Option Plan.
(12) Ms. Ambrose is a director of Annie's. The figure above includes 12.50 shares of Common Stock issuable upon exercise of certain options granted pursuant to Annie's Non-Employee Directors' Stock Option Plan. Ms. Ambrose also holds 2,500 shares of Series A Preferred Stock and options to purchase 5,000 shares of Common Stock of Homegrown Natural Foods, Inc. and is a director of Homegrown Natural Foods, Inc.
(13) Mr. Moone is a director of Annie's and a director of Homegrown Natural Foods, Inc. Mr. Moone also holds 488,402 shares of Series A Preferred Stock and options to purchase 103,333 shares of Common Stock of Homegrown Natural Foods, Inc.
(14) Includes 224.87 shares of Common Stock issuable upon exercise of certain options granted to directors and executive officers pursuant to the Company's various Stock Option Plans.

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STOCK TRANSFER INSTRUCTIONS

In July 1995, and as a condition to qualification imposed by the Securities Division of the Secretary of State of the Commonwealth of Massachusetts for the Company's then upcoming direct public offering, the Company's co-founders, Ms. Ann Withey and Mr. Andrew Martin, each delivered to Annie's stock transfer agent certificates representing 750,000 of their shares of the Company's Common Stock (the "Initial Subject Shares"). In addition to the Initial Subject Shares, they presented certain Stock Transfer Instructions to the Company's transfer agent relating to the disposition and transfer of the Initial Subject Shares, as described below. Pursuant to an addendum to those Stock Transfer Instructions, the co-founders' other shares of Common Stock (the "Additional Subject Shares") were also subjected to the Stock Transfer Instructions. The Commonwealth of Massachusetts is not a party to the Stock Transfer Instructions.

The Stock Transfer Instructions provide that the Initial Subject Shares and the Additional Subject Shares will not have any right, title, interest or participation in the assets of Annie's in the event of a dissolution, liquidation, reorganization, exchange or any other transaction or proceeding which results in a distribution of the assets of Annie's until the holders of all shares of Common Stock not covered by the Stock Transfer Instructions have received an amount equal to the public offering price, $6.00 per share.

The stock transfer instructions provide that on July 27, 2001, 2002, 2003, and 2004, 25% of those shares become freely transferable. Additionally, each co-founder may transfer, within any three-month period, a number of the Additional Subject Shares that would equal 1% of the Company's Common Stock then outstanding.

The Initial Subject Shares and the Additional Subject Shares may also become transferable upon certification by the Company's Chief Financial Officer that any of the following has been achieved:

o for two consecutive fiscal years, Annie's has minimum annual earnings equal to $0.30 per share;

o for five consecutive fiscal years, Annie's has an average minimum annual earnings of $0.30 per share; or

o the Company's shares have traded on a United States stock exchange at a price at least equal to $10.50 (adjusted for stock splits, stock dividends and recapitalizations and the like) for at least 90 consecutive trading days.

No such certification has occurred, and no such certification is expected by the Company's management to occur in the foreseeable future.

Shares subject to the Stock Transfer Instructions may be transferred upon death or by gift to family members if the shares remain subject to the restrictions described above. Shares subject to the Stock Transfer Instructions continue to have all voting rights to which those shares are entitled. Annie's will withhold any dividends on Ms. Withey's and Mr. Martin's shares subject to the Stock Transfer Instructions and will pay those dividends to Ms. Withey and Mr. Martin only as and to the extent their shares become free for transfer.

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HOMEGROWN NATURAL FOODS TRANSACTION

On December 2, 1999, Homegrown Holdings Corp., now known as Homegrown Natural Foods, Inc., purchased 1,000,000 of the Company's Series A Preferred Stock and entered into Stock Collar Agreements with Mr. Martin and Ms. Withey in connection with certain shares of the Company's Common Stock owned by Ms. Withey and all of the Company's Common Stock owned by Mr. Martin. Specifically, Homegrown Natural Foods was granted a "call" option to purchase 1,677,691 shares of the Company's Common Stock held by Mr. Martin and 900,000 shares of the Company's Common Stock held by Ms. Withey, each exercisable as quickly as those shares are released from the Stock Transfer Instructions, and for an exercise price of $2.00 per share. In addition, Mr. Martin was granted a "put" option to sell 1,677,691 shares of the Company's Common Stock held by him to Homegrown Natural Foods at $1.92 per share, exercisable fifteen days after Homegrown Natural Foods' call option is exercisable. Ms. Withey was granted a put option to sell 900,000 shares of the Company's Common Stock held by her to Homegrown Natural Foods for $1.92 per share exercisable fifteen days after Homegrown Natural Foods call option for her shares is exercisable.

Mr. Martin and Ms. Withey have provided Homegrown Natural Foods with an Irrevocable Proxy to vote their shares of the Company's Common Stock subject to the Stock Collar Agreements. Pursuant to the Irrevocable Proxy Agreements, on December 2, 1999, Homegrown Natural Foods obtained full power and authority to vote all of Mr. Martin's shares of the Company's Common Stock and 617,418 of Ms. Withey's shares of the Company's Common Stock for a ten year period. Because of these transactions and a related issuance of Preferred Stock to Homegrown Natural Foods, Homegrown Natural Foods acquired control of Annie's on December 2, 1999.

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