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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D. C. 20549
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FORM 10-KSB/A
(x) ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [Fee Required]
For the fiscal year ended March 31, 1998
( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [No Fee Required]
Commission File Number 0-27048
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MECON, INC.
(Name of small business issuer in its charter)
DELAWARE 94-2702762
(State or other jurisdiction of (I.R.S. Employer
incorporation of organization) Identification No.)
200 PORTER DRIVE
SAN RAMON, CALIFORNIA 94583
(Address of principal executive offices) (Zip Code)
(925) 838-1700
Issuer's telephone number, including area code
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SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE EXCHANGE ACT: None
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE EXCHANGE ACT:
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<S> <C>
COMMON STOCK, PAR VALUE $.001 NASDAQ
SERIES A PARTICIPATING PREFERRED STOCK, PAR VALUE $.001 NASDAQ
(Title of each class) (Name of each exchange on which registered)
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Check whether the issuer (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act 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 ( )
Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendments to this Form 10-KSB. ( )
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<S> <C>
State issuer's revenues for its most recent fiscal year:..................... $ 15,293,000
State the aggregate market value of the voting stock held by
non-affiliates computed using the closing price on
May 29, 1998 of $9.75 (Shares of Common Stock held by each executive
officer and director and by each person who owns 5% or more of the
outstanding Common Stock have been excluded in that such persons may under
certain circumstances be deemed to be affiliates. This determination of
executive officer or affiliate status is not necessarily a conclusive
determination for other purposes):........................................ $ 39,516,000
The number of shares outstanding of each of the registrant's classes of
common stock, as of May 29, 1998:....................................... 6,201,068
Transitional Small Business Disclosure Format (check one): Yes ( ) No (x)
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Explanatory Note
The purpose of this amendment to MECON Inc.'s Form 10-KSB as filed on June
29, 1998, is to include Schedule 27.1, Financial Data Schedule, which was
previously omitted.
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PART III
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
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<CAPTION>
EXHIBIT NUMBER EXHIBIT
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<S> <C>
2.1(1) Agreement and Plan of Reorganization dated as of March 26, 1996 by and among Registrant, Managed Care
Information Systems, Inc. ("MCIS"), MECON Acquisition Corp. and certain shareholders of MCIS
3.1(2) Certificate of Incorporation of Registrant
3.2(2) Form of Restated Certificate of Incorporation of Registrant
3.3(2) Bylaws of Registrant
4.1(2) Specimen Common Stock Certificate of Registrant
4.2(2) Warrants, dated September 9, 1994, issued by Registrant to Summit Ventures III, L.P. and Summit Investors II,
L.P.
10.1(2) Property Lease covering Registrant's facilities in San Ramon, California
10.2(2) Stock and Warrant Purchase Agreement dated September 9, 1994 among Registrant and certain investors
10.3*(2) 1994 Incentive Stock Option Plan of Registrant
10.4*(2) 1995 Stock Plan and Form of Stock Option Agreement
10.5*(2) 1995 Director Option Plan and Form of Director Option Agreement
10.6*(2) 1995 Employee Stock Purchase Plan and Form of Subscription Agreement
10.7(2) Investor Rights Agreement dated as of September 9, 1994 among the Registrant and certain stockholders of the
Registrant
10.8**(2) Business Partner Marketing Agreement dated September 27, 1995, between the Registrant and HBO & Company
10.9**(2) Letter Agreement dated April 8, 1995 between the Registrant and Arthur Andersen LLC
10.10(2) Business Loan Agreement and Commercial Security Agreement dated August 7, 1995, between the Registrant and
Silicon Valley Bank
10.11(2) Form of Indemnification Agreement
10.12*(2) Employment Agreement between the Registrant and Raju Rajagopal dated September 9, 1994
10.13*(2) Employment Agreement between the Registrant and Vasu R. Devan dated September 9, 1994
10.14(2) Independent Contractor Services Agreement between the Registrant and IT Solutions, Inc.
10.15(2) Equity Purchase Agreement among Registrant, ICI Partnership and Thomas Alexander dated May 17, 1995
10.16(2) Series A Preferred Stock and Common Stock Exchange and Repurchase Agreement between Registrant and Lutheran
Health Services dated January 11, 1993, as amended
10.17**(2) Agreement to provide MECON-PEERx-TM- Operations Benchmarking Database Services to University Hospital Consortium
Service Corporation members revised February 24, 1995
10.18(2) Form of MECON-PEERx-TM-subscription agreement
10.19(2) Form of MECON-OPTIMIS-TM-software agreement
11.1(4) Computation of per share earnings
23.1(3) Consent of KPMG Peat Marwick LLP
24.1(3) Power of Attorney
27.1 Financial Data Schedules
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(*) Management contract or compensation plan or arrangement required to
be filed as an exhibit to this report on Form 10-KSB
(**) Confidential treatment requested.
(1) Incorporated by reference from the Registrant's Form 8-K filed on
April 12, 1996.
(2) Incorporated by reference from the Registrant's Registration
Statement on Form SB-2 (file No. 33-98206-LA), as amended, filed on
December 6, 1996.
(3) Previously filed.
(4) Incorporated by reference from the Registrant's Form 10-K, Footnote
11 of Notes to Consolidated Financial Statements filed on June 26,
1998.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Date: June 26, 1998
MECON, Inc.
By: /s/ DAVID J. ALLINSON
Mr. David J. Allinson
VICE PRESIDENT, FINANCE AND ADMINISTRATION AND CHIEF
FINANCIAL OFFICER (PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER)
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Form 10-KSB has been signed by the following persons in the capacities and
on the dates indicated:
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<CAPTION>
NAME TITLE DATE
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<S> <C> <C>
/s/ VASU R. DEVAN Chairman of the Board, President and Chief Executive Officer June 26, 1998
----------------- (Principal Executive Officer)
(Vasu R. Devan)
/s/ DAVID J. ALLINSON Vice President, Finance and Administration and Chief Financial June 26, 1998
--------------------- Officer (Principal Financial and Accounting Officer)
(David J. Allinson)
/s/ RAJU RAJAGOPAL Senior Vice President, Chief Operations Officer June 26, 1998
------------------
(Raju Rajagopal)
/s/ RICH MCCANN Director June 26, 1998
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(Rich McCann)
/s/ M. GREG ALLIO Director June 26, 1998
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(M. Greg Allio)
/s/ KATHY BRITTAIN WHITE Director June 26, 1998
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(Kathy Brittain White)
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<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-START> APR-01-1997
<PERIOD-END> MAR-31-1998
<CASH> 12,647
<SECURITIES> 3,844
<RECEIVABLES> 3,032
<ALLOWANCES> 308
<INVENTORY> 0
<CURRENT-ASSETS> 20,095
<PP&E> 1,430
<DEPRECIATION> 0
<TOTAL-ASSETS> 23,310
<CURRENT-LIABILITIES> 3,702
<BONDS> 0
0
0
<COMMON> 6
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 23,310
<SALES> 0
<TOTAL-REVENUES> 15,073
<CGS> 5,495
<TOTAL-COSTS> 14,655
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1,153
<INCOME-TAX> 92
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,061
<EPS-PRIMARY> .17
<EPS-DILUTED> .17
</TABLE>
