<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A
(Mark One)
[ X ] 15, ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1996
OR
[ ] 15, TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _____________ to ____________
COMMISSION FILE NUMBER: 001-12063
ROCKY MOUNTAIN INTERNET, INC.
----------------------------------------------------
Exact name of Registrant as specified in its charter
Delaware 84-1322326
- -------- ---------------
State or other jurisdiction of I.R.S. Employer
incorporation or organization Identification
1099 18th Street, Suite 3000 DENVER,COLORADO 80202
- -------------------------------------------- ---------------
Address of principal executive offices Zip Code
Registrant's telephone number, including area code: 303-672-0700
---------------
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to section 12(g) of the Act:
Common Stock, par value $.001 per share
Warrants to purchase common stock
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 is not 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 amendment to this Form 10-KSB. [ ].
State issuer's revenue for its most recent fiscal year. $3,281,579
1
<PAGE>
The aggregate market value of the voting stock held by non-affiliates of the
registrant on March 15, 1997, based upon the closing price of the Common
Stock on the NASDAQ SmallCap Market for such date, was approximately
$5,445,000.
The number of outstanding shares of the registrant's Common Stock as of March
15, 1997, was approximately 4,648,565 shares.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Proxy Statement to be filed with the Securities
and Exchange Commission on or prior to April 30, 1997 and to be used in
connection with the Annual Meeting of Shareholders expected to be held in the
latter part of June, 1997 are incorporated by reference in Part III of this
Form 10-KSB. Only portions of the Proxy Statement which are specifically
incorporated by reference are deemed filed as part of this Annual Report on
Form 10-KSB.
Transitional Small Business Disclosure Format (Check one): Yes No X
----- -----
2
<PAGE>
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.
a) EXHIBITS
(a) Exhibits required by Item 601 of Regulation S-B
Exhibit
Number Description of Exhibits
3.1 Certificate of Incorporation *
3.2 Bylaws of Rocky Mountain Internet, Inc. *
4.1 Form of Warrant Agreement dated September 5,1996 between Rocky
Mountain Internet, Inc. and American Securities Transfer, Inc. *
4.2 Form of Subordinated Convertible Promissory Note *
4.3 Form of Lock-Up Agreement for Shareholders *
4.4 Form of Lock-Up Agreement for Preferred Stockholders *
4.5 Form of Lock-Up Agreement for Debenture Holders *
4.6 Form of Stock Certificate *
4.7 Form of Warrant Certificate *
10.1 Agreement of Lease between Denver-Stellar Associates Limited
Partnership, Landlord and Rocky Mountain Internet, Inc., Tenant **
10.2 Asset Purchase Agreement - Acquisition of Compunerd, Inc. **
10.3 Confirmation of $2.0 million lease line of credit **
10.4 Agreement between MCI and Rocky Mountain Internet, Inc.
governing the provision of professional information system
development services for the design and development of the MCI
internal Intranet project referred to as Electronic Advice. **
10.5 Sublease Agreement- 2/26/97 - 1800 Glenarm, Denver, Colorado
10.6 Acquisition of The Information Exchange
Asset purchase of On-Line Network Enterprises
10.8 1996 Incentive Compensation Plan - Annual Bonus Incentive
10.9 1997 Incentive Compensation Plan - Annual Bonus Incentive
16.1 Letter re: change in certifying accountant ***
3
<PAGE>
23.1 Consent of McGladrey & Pullen, LLP
23.2 Consent of Baird Kurtz & Dobson
27.1 Financial Data Schedule
* Incorporated by reference from the Company's registration statement on
Form SB-2 filed with the Commission on August 30, 1996, registration
number 333-05040C.
** Incorporated by reference from the Company's Form 10-QSB filing dated
11/14/96.
*** Incorporated by reference to the Company's Form 8-K filing dated
1/28/97.
(b) Reports on 8-K. State whether any reports on Form 8-K were filed during the
last quarter of the period covered by this report, listing the items reported,
any financial statements filed and the dates of such reports.
Item 4. Changes in Registrant's Certifying Accountant - filed January 21,
1997
Item 5. Other Events - Correction to Earnings per Share report - filed
March 21, 1997.
4
<PAGE>
Pursuant to the requirements of Section 13 or 15(d) 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.
Rocky Mountain Internet, Inc.
Registrant
April 18, 1997 By: /s/ D. Kirk Roberts
-------------------------
Chief Financial Officer
5
<PAGE>
EXHIBIT 23.1 CONSENT OF MCGLADREY & PULLEN, LLP
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Rocky Mountain Internet, Inc.
Denver, Colorado
We hereby consent to the incorporation by reference in the Form S-8
Registration Statement of Rocky Mountain Internet, Inc. (the "Company") filed
January 7, 1997 of our report dated February 23, 1996 relating to the
financial statements of the Company for the year ended December 31, 1995
appearing in the December 31, 1996 annual report on Form 10-KSB of Rocky
Mountain Internet, Inc.
We also consent to the reference to our firm under the caption "Experts" in
such Registration statement.
/S/McGLADREY & PULLEN, LLP
Charlotte, North Carolina
April 17, 1997
6
<PAGE>
EXHIBIT 23.2 CONSENT OF BAIRD KURTZ & DOBSON
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the January 7, 1997
Registration Statement on Form S-8 (File No. 333-19369) of our report, dated
February 28, 1997, which appears in the annual report on Form 10-KSB of Rocky
Mountain Internet, Inc. for the year ended December 31, 1996.
/s/BAIRD, KURTZ & DOBSON
Denver, Colorado
April 17, 1997
7
