Second Quarter Report - Pt 2

RNS Number:7134I
Applied Graphics Technologies Inc
17 August 2001


PART 2

                         PART II. - OTHER INFORMATION

Item 2.  Changes in Securities and Use of Proceeds.

In April 2001, the Company issued 33,962 shares of its common stock as
additional consideration to the former shareholders of Agile Enterprise, Inc.,
which the Company acquired in September 1998.  The sale and issuance of such
securities by the Registrant were effected in reliance upon the exemption from
registration provided by Section 4(2) of the Securities Act of 1933.

Item 4.  Submission of Matters to a Vote of Security Holders.

The annual meeting of the stockholders of Applied Graphics Technologies, Inc.,
was held on June 14, 2001.  The stockholders voted on the following matter:

1.      The election of the following eleven directors of the Company for
terms expiring at the 2002 annual meeting of stockholders:

                                             Shares              Shares
                                            Voted For           Withheld

Fred Drasner                                6,151,546           1,707,028
John W. Dreyer                              7,660,847           197,727
John R. Harris                              7,661,167           197,407
Martin D. Krall                             6,154,550           1,704,024
Marne Obernauer, Jr.                        6,153,510           1,705,064
David R. Parker                             7,661,567           197,007
Howard Stringer                             7,661,567           197,007
Joseph D. Vecchiolla                        6,154,190           1,704,384
John R. Walter                              7,661,087           197,487
John Zuccotti                               7,660,967           197,607
Mortimer B. Zuckerman                       7,659,494           199,080


Item 5. Other Information

At its meeting on June 5, 2001, the Board of Directors of the Company
appointed Fred Drasner as Chairman of the Board.  Mortimer Zuckerman, the
former Chairman of the Board, will remain as a director of the Company.

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
 (b)  Company 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.

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 filed the following reports on Form 8-K during the
quarter ended June 30, 2001:

Current report on Form 8-K filed on April 13, 2001, announcing the listing of
the Company's common stock on the American Stock Exchange and the concurrent
withdrawal from listing on the NASDAQ National Market.


                                  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/ Fred Drasner

Date:  August 14, 2001
                                                Fred Drasner
                                                Chairman
                                               (Principal Executive Officer)

                                               /s/ Joseph D. Vecchiolla

Date:  August 14, 2001                         Joseph D. Vecchiolla
                            Chief Operating Officer and Chief Financial Officer
                                               (Principal Financial Officer)


                                                            Exhibit 10.9(f)



                              FIFTH AMENDMENT TO THE
                      AMENDED AND RESTATED CREDIT AGREEMENT

FIFTH AMENDMENT dated as of July 27, 2001 (this "Amendment") with respect to
the Amended and Restated Credit Agreement dated as of March 10, 1999 (as
amended, the "Credit Agreement") by and among Applied Graphics Technologies,
Inc. (the "Borrower"), the lenders party thereto (the "Lenders") and Fleet
National Bank (formerly known as BankBoston, N.A.), as agent (the "
Administrative Agent").

                                 W I T N E S S E T H:

WHEREAS, pursuant to the Credit Agreement, the Lenders have made Advances and
other financial accommodations to the Borrower which remain outstanding; and

WHEREAS, the Borrower has requested that the Administrative Agent and the
Lenders amend the Credit Agreement, and the Administrative Agent and the
Lenders are willing to do so, but only on the terms and conditions set forth
herein;

NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration the receipt and sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as follows:

                                     ARTICLE I
                                    DEFINITIONS

Section 1.1.  Defined Terms.  Unless otherwise defined herein, capitalized
terms used herein have the meanings assigned in the Credit Agreement and the
following terms shall have the following meanings:

"Amendment Fee" has the meaning specified in Section 6.2(b).

"Business Plan" has the meaning specified in Section 3.1(j).

"Cash on Hand" means, at any date of determination, the aggregate collected
cash balances on deposit in the Included Accounts.

"Documentation Benchmark" means the execution and delivery by the Borrower and
a bona fide third party of one or more definitive agreements (e.g., a merger
agreement, a purchase and sale agreement or other similar agreement) in
respect of the Type A Capital Event or the Type B Capital Event, as
applicable.

"Effective Date" means the first date on which the conditions precedent
specified in Article IV of this Amendment shall have been satisfied or the
satisfaction thereof shall have been waived in accordance with the terms
hereof.

"Employee and Tax-Related Accounts" means the Borrower's and each of its
Subsidiaries' payroll accounts, medical accounts, insurance accounts, payroll
tax accounts, and income tax accounts.

"Excluded Accounts" means (a) Employee and Tax-Related Accounts, but only to
the extent that (i) funds held in such accounts do not exceed the amount of
the next required payroll, medical, insurance or tax payment for the Borrower
or any of its Subsidiaries, as appropriate, (ii) funds are not held in payroll
accounts more than three days in advance of the relevant payroll date and
(iii) funds are not held in Employee and Tax-Related Accounts (other than
payroll accounts) more than one week in advance of the date that payment is
required by the relevant payee, (b) the Ispot Partnership Account, but only to
the extent that activity in such account complies with the provisions of
Section 3.1(b), and (c) the accounts of Applied Graphics Technologies (UK)
Limited, Wace Group Limited and any of their Subsidiaries organized under the
laws of the United Kingdom or Australia, but only to the extent that funds
held in such accounts do not exceed a collected cash balance on any
calculation day of more than GBP 1,500,000 in the United Kingdom and AUD
250,000 in Australia.

"Financial Advisor" has the meaning specified in Section 3.1(f).

"Foreign Collateral Documents" has the meaning specified in Section 3.1(g).

"Included Account" means any account included in "cash equivalents" on the
balance sheets of the Borrower or any of its Subsidiaries maintained at any
bank or other financial institution that is a depository account within the
Borrower's cash management system, except for Excluded Accounts.

"Investment Bankers" has the meaning specified in Section 3.1(f).

"Ispot Partnership Account" means Account No. 9399234220 maintained at Fleet.

"Ispot Partnership" means the alliance among the Borrower, Gerald & Cullen
Rapp, Inc. and Showcase-Online LLC, originally created pursuant to that
certain Agreement for Internet Services, dated July 19, 1996, as subsequently
modified.

"Mortgage Instruments" has the meaning specified in Section 3.1(g).

"2001 Forecast" means the forecast of the Borrower dated June 25, 2001, and
delivered to the Administrative Agent pursuant to Section 4.1(d).

"Warrants" means warrants to purchase the common stock of the Borrower, as
more fully described in Section 6.3, and substantially in the form of Exhibit
E hereto.

                                  ARTICLE II
                                  AM