**U.S.SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

 

**FORM 10-QSB/A-1**

 
| **(Mark One)**                                    |                                                                                    |   |
|---------------------------------------------------|-----------------------------------------------------------------------------------------|--------|
|                                              |                                                                                    |   |   |
| **ý**                                        | **QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE  ACT OF 1934**  |
|                                              |                                                                                    |   |   |
| **FOR THE QUARTERLY PERIOD ENDED JUNE  30, 2002** |                                                                                    |   |
|                                              |                                                                                    |   |   |
| **o**                                             | **TRANSITION REPORT UNDER SECTION 13 OR 15(d)  OF THE SECURITIES EXCHANGE ACT OF 1934** |

 

**FOR THETRANSITION PERIOD FROM                TO**

 

**Commission File No. 0-26682**

 

 

**TECHNOLOGY FLAVORS & FRAGRANCES, INC.**

(Exact Name of SmallBusiness Issuer as Specified in its Charter)

 

| **Delaware**                                   |   | **11-3199437**                     |
|------------------------------------------------|--------|------------------------------------|
| (State or other  Jurisdiction of Incorporation |   | (IRS Employer  Identification No.) |
| or Organization)                               |   |                               |

 

**10 Edison Street East, Amityville, New York 11701**

(Address of PrincipalExecutive Offices)

 

**(631)842-7600**

(Issuer’s TelephoneNumber, Including Area Code)

 

Check whether the issuer (1) filed all reports required to be filed bySection 13 or 15(d) of the Exchange Act during the past 12 months (or for suchshorter 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   ý  NO   o

 

APPLICABLE ONLY TOCORPORATE ISSUERS

 

The number of outstanding shares of the issuer’s common stock, parvalue $.01 per share, as of July 30, 2002, was 13,004,473.

 

Transitional Small Business Disclosure Format (check one):

 

YES   o  NO   ý

 

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**PART II- OTHER INFORMATION**

 
| Item 1. | Legal Proceedings                                    |
|---------|------------------------------------------------------|
|    | Not Applicable                                       |
|    |                                                 |
| Item 2. | Changes in Securities  and Use of Proceeds           |
|    | Not Applicable                                       |
|    |                                                 |
| Item 3. | Defaults Upon Senior  Securities                     |
|    | Not Applicable                                       |
|    |                                                 |
| Item 4. | Submission of Matters  to a Vote of Security Holders |
|    | Not Applicable                                       |
|    |                                                 |
| Item 5. | Other Information                                    |
|    | None                                                 |
|    |                                                 |
| Item 6. | Exhibits and Reports on  Form 8-K                    |
|    |                                                 |

a)              Exhibits:

 

Exhibit 11.1 — Amendedand Restated Loan and Security Agreement, dated April 25, 2002, between us andWells Fargo Credit, Inc.

 

Exhibit 11.2 — ExecutiveEmployment Agreement, dated May 17, 2002, between us and Philip Rosner, ourChairman and Chief Executive Officer.

 

Exhibit 11.3 — ExecutiveEmployment Agreement, dated May 17, 2002, between us and A. Gary Frumberg, ourExecutive Vice President.

 

Exhibit 11.4 — ExecutiveEmployment Agreement, dated May 17, 2002, between us and Joseph A. Gemmo, ourVice President and Chief Financial Officer.

 

Exhibit 11.5 — ExecutiveEmployment Agreement, dated May 17, 2002, between us and Ronald J. Dintemann,our Vice President of Operations.

 

Exhibit 11.6 — ExecutiveEmployment Agreement, dated May 17, 2002, between us and Harvey Farber, ourSenior Vice President of Flavor Division.

 

Exhibit 99.1 — WrittenStatement of Chief Executive Officer and Chief Financial Officer.

 

b)              Reports on Form 8-K:

 

The Company filed acurrent report on Form 8-K with the Securities and Exchange Commission on June24, 2002 with respect to Item 4, Changes in Registrant’s CertifyingAccountants.

 

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**SIGNATURES**

 

 

In accordance with therequirements of the Securities Exchange Act of 1934, the registrant has causedthis report to be signed on its behalf by the undersigned, thereunto dulyauthorized.

 

Dated:   August 1, 2002

 

 

 
|   | TECHNOLOGY FLAVORS & FRAGRANCES, INC. |
|--------|-------------------------------------------|
|   |                                      |   |
|   |                                      |   |
|   |                                      |   |
|   | By                                        |  /s/ Joseph  A. Gemmo |
|   |                                      | Joseph A. Gemmo |
|   |                                      | Vice President and Chief Financial Officer |
|   |                                      | (Principal Financial Officer and Officer Duly |
|   |                                      | Authorized to  Sign on Behalf of Registrant) |

 

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