Einstein Bros 2002 Annual Report Download - page 38

http://www.sec.gov/Archives/edgar/data/949373/000104746903027186/a2116520z10-ka.htm[9/11/2014 10:14:22 AM]
2002 and a promissory note in the amount of $100,000, which bears interest at 6% and is payable on November 30, 2002. The notes are secured by
the assets of 723 Food Corp. and 200,000 shares of Common Stock of New World. In addition, Mr. Novack guaranteed the obligations of 723 Food
Corp. The guarantee is no longer in effect. Until August 17, 2000, Mr. Novack owned 50% of the capital stock of 723 Food Corp. and was an
officer and director of 723 Food Corp. As of December 31, 2002, the outstanding receivable of 723 Food Corp. was $13,385. We have fully
reserved this receivable in our allowance for doubtful accounts. In addition, we issued a warrant to 723 Food Corp. to purchase 100,000 shares of
Common Stock for $1.25 per share.
ITEM 14. CONTROLS AND PROCEDURES
Evaluation of disclosure controls and procedures. Our chief executive officer, who presently serves as our principal executive officer and as
our principal financial officer, has evaluated the effectiveness of our "disclosure controls and procedures" (as defined in Rules 13a-14(c) and 15d-
14(d) under the Securities and Exchange Act of 1934) as of May 5, 2003. Based on that review, he has concluded that, as of such date, our
disclosure controls and procedures were effective to ensure that material information relating to us would be made known to him.
Changes in internal controls. There were no significant changes in our internal controls or, to the knowledge of our chief executive officer,
in other factors that could significantly affect our internal controls subsequent to the date of such evaluation. There were no significant deficiencies
or material weaknesses, and therefore, no corrective actions with regard thereto.
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PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Financial Statements
See the Index to Consolidated Financial Statements included on Page F-1 for a list of the financial statements included in this Form 10-K.
See Page S-1 for Schedule II—Valuation and Quality Accounts. All other financial statement schedules of the Company are omitted because
they are not required or are not applicable.
(b) Reports on Form 8-K filed during the fourth quarter of the period covered by this report:
Current Report on Form 8-K filed with the SEC on October 3, 2002, announcing that the Company had engaged Grant Thornton LLP to
reaudit the Company's financial statements for the fiscal years ended December 31, 2000 and January 1, 2002.
Current Report on Form 8-K filed with the SEC on October 17, 2002, announcing that the Company had engaged CIBC World Markets Corp.
as its financial advisor in connection with its review of strategic alternatives to rationalize its capital structure.
(c) Exhibits
3.1 Articles of incorporation(1)
3.2 Restated Certificate of Incorporation(6)
3.3 By-laws(2)
3.4 Amendments to By-laws(8)
4.1 Specimen Common Stock Certificate of Registrant(2)
4.2 Form of Representatives' Warrant Agreement, including Form of Representatives Warrant(2)
4.3 Certificate of Designation of Series B Preferred Stock(3)
4.4 Certificate of Designation, Preferences and Rights of Series F Preferred Stock as filed with the Delaware Secretary of State on
January 18, 2001(8)
4.5 Amended Certificate of Designation, Preferences and Rights of Series F Preferred Stock as filed with the Delaware Secretary of
State on March 29, 2001(9)
4.6 Amended Certificate of Designation, Preferences and Rights of Series F Preferred Stock as filed with the Delaware Secretary of
State June 19, 2001(11)
10.1 1994 Stock Plan(2)
10.2 Investor Rights Agreement(2)