UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
---------------
(Mark One)
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1999
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______ to _______
Commission File Number 0-27190
5B TECHNOLOGIES CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware 11-3529387
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
One Jericho Plaza
Jericho, New York 11753
(Address of Principal Executive Offices)
(516) 938-3400
(Registrant's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act: None.
Securities registered pursuant to Section 12(g) of the Act:
Units, each consisting of two shares of
Common Stock and two Class A Warrants
-------------------------------------
(Title of class)
Class A Warrants, each to purchase one share of Common Stock
------------------------------------------------------------
(Title of class)
Common Stock, $0.04 par value per share
---------------------------------------
(Title of class)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter 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 |X| No |_|
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. |X|
The aggregate market value of the voting stock (Common Stock) held by
non-affiliates of the Registrant on April 4, 2000 was approximately $15,107,840
based on the closing sales price of such stock on such date, as reported by the
Nasdaq SmallCap Market.
The number of shares outstanding of the Registrant's Common Stock, as of
April 4, 2000 was: 2,135,500 shares of Common Stock, $0.04 par value.
DOCUMENTS INCORPORATED BY REFERENCE
None.
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5B TECHNOLOGIES CORPORATION
Form 10-K/A
Amendment No. 1
TABLE OF CONTENTS
PAGE
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PART III
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT...................1
ITEM 11 - EXECUTIVE COMPENSATION...............................................3
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND..................7
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.......................7
SIGNATURES.....................................................................8
- i -
<PAGE>
PART III
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following information is supplied with respect to the directors and
executive officers of 5B Technologies Corporation:
Name Age Position with the Corporation
- ---- --- -----------------------------
Glenn Nortman 42 Chief Executive Officer, Secretary and a Director
Jeffrey Nortman 41 Chief Operating Officer and a Director; Chief
Executive Officer of Deltaforce Personnel
Services, Inc.
Stuart A. Belloff 42 Chief Technology Officer and Executive Vice
President of Paratech Resources, Inc.
Anthony Fernandez 33 Director of Finance
Rocco C. Passafuime 42 Vice President of Sales of Paratech Resources, Inc.
Larry Austin 69 Director
William H. Kelly 59 Director
Certain biographical information regarding each director and executive
officer is set forth below:
Glenn Nortman is the Chief Executive Officer, Secretary and a director of
5B Technologies. Prior to becoming Chief Executive Officer in 1997, Mr. Nortman
had served as our Co-Chief Executive Officer beginning in 1996 and as the
Executive Vice President from June 1992. Mr. Nortman runs the day-to-day
operations of our Internet solutions, systems integration and consulting, and
lease finance businesses. From 1987 to 1992, Mr. Nortman served as the National
Accounts Manager for Pacificorp Capital, a wholly-owned computer leasing
subsidiary of PacifiCorp, the public utility in Portland, Oregon. Mr. Nortman is
the brother of Jeffrey Nortman.
Jeffrey Nortman is the Chief Operating Officer and a director of 5B
Technologies. Mr. Nortman has been the Chief Executive Officer of our
subsidiary, Deltaforce Personnel Services, Inc., since we acquired Deltaforce in
1999. Prior to becoming Chief Operating Officer in 1997, Mr. Nortman served as
our Co-Chief Executive Officer beginning in 1996 and as the President from the
our inception in July 1991. From 1987 to 1991, Mr. Nortman was the Manager of
Peripheral Trading for Pacificorp Capital. Mr. Nortman is the brother of Glenn
Nortman.
Stuart A. Belloff is the Executive Vice President and Chief Technology
Officer of our subsidiary, Paratech Resources, Inc., a position he has held
since October 1998. In October 1998, Paratech Resources acquired Comptech
Resources Inc., a systems consulting, software applications and internet
development firm, from Mr. Belloff and the other shareholders of Comptech
Resources. Mr. Belloff joined Comptech Resources in 1994 as Executive Vice
President of Comptech Resources and was appointed President of Comptech
Resources in 1996. Prior thereto, Mr. Belloff was the Vice President of
Microconnections, Inc., a software applications development firm, from 1991 to
1993. Prior thereto, Mr. Belloff founded Datatech Inc., an application
development organization, in 1983 and served as its Senior Vice President from
1983 until Datatech was merged into Microconnections in 1991.
Anthony Fernandez is the Director of Finance of 5B Technologies, a
position he has held since January 1999. Prior to becoming Director of Finance
in 1999, Mr. Fernandez served as our Controller beginning in 1998. Prior to his
employment with us, Mr. Fernandez was the Chief
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Financial Officer of DSO Fluid Handling, Inc., a manufacturer of replacement
parts for machinery used in the food and pharmaceutical industry. Prior thereto,
Mr. Fernandez was a Senior Accountant with the accounting firm of Shanholt
Glassman Hoffman & Klein, P.C. from 1995 to 1997. Prior thereto, from 1993 to
1995, Mr. Fernandez was a Senior Associate at the accounting firm of BDO
Seidman, LLP.
Rocco C. Passafuime is the Vice President of Sales of our subsidiary,
Paratech Resources, Inc., a position he has held since 1997. Prior to his
employment with Paratech Resources, Mr. Passafuime was the Director of Sales of
The Lande Group, a networking integration firm, from 1996 to 1997. Prior
thereto, from 1992 to 1997, Mr. Passafuime was a Vice President of Sales and
Network Service of Pride Technologies, a networking integration firm. Prior
thereto, from 1987 to 1992, Mr. Passafuime was a Branch Sales Manager of JWP
Information Systems, a systems integration firm.
Larry Austin has been one of our directors since 1998. Mr. Austin is
Chairman and Chief Executive Officer of Austin Travel Corporation, the 50th
largest travel management company in the United States. In addition, he is
Chairman of Austin Associates, LLC, a group of four hundred independent travel
agents to whom Austin Travel Corporation provides contract management services,
education services and technology procurement services. Mr. Austin also serves
as a member of the Board of Directors of the Long Island Association,
WLIW/Channel 21, CW Post School of Business, is President of the Long Island
Philharmonic and Chairman of the Travel Management Alliance, a $3 billion group
of travel management corporations.
William H. Kelly has been one of our directors since 1998. The Honorable
William H. Kelly is a prominent member of the Long Island community having
served as Mayor of Asharoken since 1982. In addition, since 1976 Mr. Kelly has
been the owner of WHK Leasing, a high technology equipment leasing company since
1976. Mr. Kelly has served as past President of the New York State Conference of
Mayors and as Chairman Tri-County Village Officials Association.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
our directors and executive officers, and persons who own more than 10% of a
registered class of our equity securities, to file with the Securities and
Exchange Commission reports of ownership and reports of changes in ownership of
our Common Stock and other of our equity securities and to furnish us with
copies of all Section 16(a) forms they file. Based solely on a review of the
copies of such reports furnished to us, we believe that, during the 1999 fiscal
year, all filing requirements applicable to our executive officers, directors
and greater than 10% stockholders were complied with in a timely fashion during
the fiscal year ended December 31, 1999.
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ITEM 11 - EXECUTIVE COMPENSATION
Executive Compensation
The following table summarizes all compensation earned by or paid to our
Chief Executive Officer and each of our other executive officers whose total
annual salary and bonus exceeded $100,000 in 1999 (collectively, the "named
executive officers"), for services rendered in all capacities to 5B Technologies
during the fiscal years ended December 31, 1999, 1998 and 1997.
Summary Compensation Table
<TABLE>
<CAPTION>
Annual Compensation Long Term
Compensation
------------
Securities
Name and Fiscal Other Annual Underlying
Principal Position Year Salary Bonus Compensation Options
- ------------------ ---- ------ ----- ------------ -------
<S> <C> <C> <C>
Glenn Nortman................ 1999 $380,000 -- $36,273(1) --
Chief Executive Officer 1998 340,182 $73,000 45,541(2) --
1997 332,717 100,000 39,580(3) 6,250
Jeffrey Nortman.............. 1999 $280,317 -- $41,439(1) --
Chief Operating Officer 1998 365,112 -- 45,258(2) --
1997 332,924 -- 39,290(3) 6,250
Stuart A. Belloff............ 1999 $175,000 -- $4,800(4) --
Chief Technology Officer 1998 31,827 $50,000 800(4) 40,000(5)
Anthony Fernandez............ 1999 $ 97,763 -- $3,375(4) 7,000(5)
Director of Finance 1998 20,840 -- -- --
Rocco C. Passafuime.......... 1999 $174,567 -- $9,000(4) 28,750(5)
Vice President of Sales 1998 153,523 -- 9,000(4) 18,750(5)
1997 120,076 $25,000 6,750(4) 18,750(5)
==================================================================================================
</TABLE>
(1) Represents payments of approximately $18,000 for automobile expenses and
$18,273 for country club dues for Mr. Glenn Nortman, and approximately
$16,267 for automobile expenses and $25,172 for country club dues for Mr.
Jeffrey Nortman.
(2) Represents payments of approximately $18,700 for automobile expenses and
$26,841 for country club dues for Mr. Glenn Nortman, and approximately
$18,400 for automobile expenses and $26,858 for country club dues for Mr.
Jeffrey Nortman.
(3) Represents payments of approximately $18,700 for automobile expenses and
$20,880 for country club dues and personal use for Mr. Glenn Nortman, and
approximately $18,400 for
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automobile expenses and $20,890 for country club dues and personal use for
Mr. Jeffrey Nortman.
(4) Represents automobile expenses.
(5) Reflects the number of shares of our common stock underlying such option.
All directors of the Corporation are reimbursed for all reasonable
expenses incurred by them in acting as a director or as a member of any
committee of the Board of Directors.
Option Grants In Last Fiscal Year
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
Individual Grants Potential Realizable Value
At Assumed Annual Rates Of
Stock Price Appreciation
For Option Term(2)
----------------------------
Number Of
Securities Percent of
Underlying Total Options
Options Granted To Exercise Of
Granted Employees In Base Price Expiration
Name (#) Fiscal Year ($/Sh)(1) Date 5% ($) 10% ($)
(a) (b) (c) (d) (e) (f) (g)
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Anthony Fernandez 7,000 7.31% $1.08 1/29/09 $4,754 $12,049(3)
- -------------------------------------------------------------------------------------------------------------------
Rocco C. Passafuime 18,750 19.58% $2.06 3/14/09 $24,326 $61,648(4)
- -------------------------------------------------------------------------------------------------------------------
Rocco C. Passafuime 10,000 10.44% $2.00 7/15/09 $12,578 $31,875(5)
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Exercise price is equal to or greater than the fair market value of our
common stock on the date of grant.
(2) Amounts represent hypothetical gains that could be achieved if the option
is exercised at the end of the option term. These gains are disclosed as
required under SEC rules, and are based on assumed rate of stock
appreciation of 5% and 10% compounded annually from the option's date of
grant to its date of expiration. Actual gain upon exercise, if any, will
depend on the future performance of our common stock, the optionholder's
continued employment with 5B Technologies and the date on which the option
is exercised.
(3) The options vest in three annual installments beginning on January 29,
2000.
(4) The options vest in three annual installments beginning on March 14, 2000.
(5) The options vest in three annual installments beginning on July 15, 2000.
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Aggregated Option Exercises In Last Fiscal Year And
FY-End Option Values
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
Number Of Securities
Underlying Value Of Unexercised
Unexercised Options In-The-Money Options At
At Fiscal Year-End Fiscal Year End
Value (#) ($)
Shares Acquired On Realized Exercisable/ Exercisable/
Name Exercise (#) ($) Unexercisable Unexercisable
(a) (b) (c) (d) (e)
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Glenn Nortman -- -- 2,500/3,750 0/0
- ------------------------------------------------------------------------------------------------------------------------
Jeffrey Nortman -- -- 2,500/3,750 0/0
- ------------------------------------------------------------------------------------------------------------------------
Rocco Passafuime -- -- 23,438/42,812 0/0
- ------------------------------------------------------------------------------------------------------------------------
Stuart Belloff -- -- 13,333/26,667 19,173/38,347
- ------------------------------------------------------------------------------------------------------------------------
Anthony Fernandez -- -- 0/7,000 0/10,066
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
Employment Agreements
Messrs. Glenn and Jeffrey Nortman have employment agreements with the
Corporation described below. Each of these employment agreements automatically
renews for successive one year terms unless either the Corporation or the
employee notifies the other of its intention not to renew the employment
agreement within 90 days of each anniversary date of the agreements (i.e., by
October 6 of each year such notice must be given).
Under these employment agreements, during 2000 Messrs. Glenn and Jeffrey
Nortman will receive base salaries of $380,000 and $280,300, respectively. As
part of their compensation package, Messrs. Nortman also receive the use of an
automobile and certain other fringe benefits commensurate with their duties and
responsibilities. In addition, Messrs. Nortman will be entitled to receive a
severance payment equal to 2.99 times their respective five year average salary
if, among other things, without their consent, their duties, responsibilities or
position are materially diminished, if there is any material breach of their
employment agreements by the Corporation at any time during the term thereof of
if the Corporation experiences a "Change of Control" (as defined therein).
We are currently in discussions with each of Messrs. Glenn and Jeffrey
Nortman with respect to amending their current employment agreements.
Key-Man and Split-Dollar Life Insurance
The Corporation maintains key-man/split-dollar life insurance policies on
the lives of each of Glenn and Jeffrey Nortman. The death benefits under these
policies are allocated $1,000,000 towards the key-man component and $4,000,000
towards the split-dollar component.
5
<PAGE>
Director Option Plan
On October 1, 1995, our Board of Directors adopted, and our stockholders
approved, the 5B Technologies 1995 Director Option Plan (the "Director Plan"),
pursuant to which 12,500 shares of our Common Stock were reserved for issuance
upon the exercise of options granted to our non-employee directors. The purpose
of the Director Plan is to encourage ownership of our Common Stock by our
non-employee directors whose initial retention and then continued services are
considered essential to our future and to provide them with a further incentive
to remain as our directors. To date, 1,000 such options have been granted under
the Director Plan.
The Directors Plan is administered by our Board of Directors. Our
directors who are not employees of 5B Technologies or any of our subsidiaries
are eligible to participate in the Director Plan. The Director Plan expires in
August 2005. Our Board of Directors may award, alter or discontinue the Director
Plan, subject to certain limitations.
Under the Director Plan, an eligible director will, after having served as
a director for one year, receive a formula grant of a non-qualified stock option
to purchase 500 shares of our Common Stock at an exercise price equal to the
fair market value of such shares at the time of grant of such option. Each such
option is immediately exercisable for a period of 10 years from the date of
grant but generally may not be exercised more than 90 days after the date an
optionee ceases to serve as a director of 5B Technologies. Options granted under
the Director Plan are not transferable by the optionee other than by will, laws
of descent and distribution or as required by law.
Common Stock may be purchased upon the exercise of an option by payment in
cash or cash equivalent, through the delivery of shares of Common Stock having a
fair market value equal to the cash exercise price of the option, or any
combination of the above, subject to the discretion of our Board of Directors.
Compensation Committee Interlocks and Insider Participation
We do not currently have a compensation committee, and instead our entire
Board of Directors determined the levels of executive officer compensation
during 1999. None of our executive officers had any relationship reportable
under the Compensation Committee Interlock regulations during 1999.
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<PAGE>
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the number and percentage of shares of our
Common Stock beneficially owned, as of April 4, 2000, by (i) all persons known
by us to be the beneficial owner of more than 5% of our outstanding Common
Stock; (ii) each of our current directors and named executive officers; and
(iii) all of our directors and executive officers as a group.
Name and Address Amount and Nature of
of Beneficial Owner(1) Beneficial Ownership Percent of Common Stock(2)
- ------------------- -------------------- -----------------------
Glenn Nortman............... 378,986(3) 17.72%
Jeffrey Nortman............. 378,986(3) 17.72
William H. Kelly............ 12,088(4) *
Larry Austin................ 500(5) *
Stuart Belloff.............. 13,333(5) *
Anthony Fernandez........... 2,333(5) *
Rocco C. Passafuime......... 34,376(5) 1.58
All directors and executive
officers as a group
(5 persons)............... 820,602 37.40%
- ----------
* Less than 10%.
(1) The address of each listed person is c/o 5B Technologies Corporation, One
Jericho Plaza, Jericho, New York 11753.
(2) Shares beneficially owned, as recorded in this table, are expressed as a
percentage of the shares of our Common Stock outstanding, net of treasury
shares. For purposes of computing the percentage of outstanding shares
held by each person or group of persons named in this table, any
securities which such person or group of persons has the right to acquire
within 60 days from April 4, 2000 are deemed to be outstanding for
purposes of computing the percentage ownership of such person or persons
but are not deemed to be outstanding for the purposes of computing the
percentage ownership of any other person.
(3) Includes options which are currently exercisable (or exercisable within 60
days) to purchase 3,750 shares of Common Stock.
(4) Includes options which are currently exercisable (or exercisable within 60
days) to purchase 500 shares of Common Stock.
(5) Represents only options which are currently exercisable (or exercisable
within 60 days) to purchase shares of Common Stock.
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Since the beginning of our fiscal year ending December 31, 1999, there
were no relationships or transactions to be disclosed pursuant to this Item 13.
7
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
5B TECHNOLOGIES CORPORATION
Dated: April 7, 2000 By: /s/ Glenn Nortman
---------------------------------
Glenn Nortman,
Chief Executive Officer
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