<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED MARCH 31, 1996 OR
( ) 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: 3331182
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THE ASHTON TECHNOLOGY GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 22-6650372
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10420 LITTLE PATUXENT PARKWAY, SUITE 490,
COLUMBIA, MARYLAND 21044-3559
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(410) 715-6800
(Address and telephone number of principal executive offices)
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 $.01
Redeemable Common Stock Purchase Warrants
(Title of Class)
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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) for 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 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. (X)
The aggregate market value of the voting stock held by non-affiliates of
the registrant based on the closing selling price as reported on NASDAQ on
July 26, 1996 was $26,361,000.
The number of shares outstanding of the registrant's Common Stock, $.01
par value, was 7,562,500 at July 26, 1996.
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ITEM 13. EXHIBITS
EXHIBIT NO. DESCRIPTION
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2. Agreement and Plan of Reorganization, dated as of
October 25, 1995, among Ashton, UTTC, Robert A. Eprile,
David N. Rosensaft, Dover and Medford. (Incorporated by
reference to Registration Statement No. 33-1182).
3. Certificate of Incorporation of Ashton filed February
16, 1994. (Incorporated by reference to Registration
Statement No. 33-1182).
3.1 Certificate of Amendment of Ashton filed October 27,
1995. (Incorporated by reference to Registration
Statement No. 33-1182).
3.1A Certificate of Amendment of Ashton filed December 7,
1995. (Incorporated by reference to Registration
Statement No. 33-1182).
3.2 Certificate of Amendment of Ashton to be filed in
February, 1996. (Incorporated by reference to
Registration Statement No. 33-1182).
3.3 Bylaws of Ashton. (Incorporated by reference to
Registration Statement No. 33-1182).
4. Specimen of Common Stock. (Incorporated by reference to
Registration Statement No. 33-1182).
4.1 Form of Representative's Warrant Agreement (including
Specimen of Redeemable Common Stock Purchase Warrant).
(Incorporated by reference to Registration Statement
No. 33-1182).
4.2 Form of Warrant Agreement (including Specimen of
Redeemable Common Stock Purchase Warrant).
(Incorporated by reference to Registration Statement
No. 33-1182).
5. Opinion re: legality. (Incorporated by reference to
Registration Statement No. 33-1182).
10. Agreement, dated as of September 18, 1995, between UTTC
and Philadelphia Stock Exchange. (Incorporated by
reference to Registration Statement No. 33-1182).
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10.1 Employment Agreement, dated as of January 1, 1996,
between Ashton and Raymond T. Tate. (Incorporated by
reference to Registration Statement No. 33-1182).
10.2 Employment Agreement, dated as of January 22, 1996,
between UTTC and Robert A. Eprile. (Incorporated by
reference to Registration Statement No. 33-1182).
10.3 Agreement, dated October 27, 1995, between Information
Security Systems Incorporated and Ashton. (Incorporated
by reference to Registration Statement No. 33-1182).
10.4 Agreement, dated as of March 7, 1995, among Dover,
Ashton, Robert A. Eprile and David N. Rosensaft.
(Incorporated by reference to Registration Statement
No. 33-1182).
10.5 Agreement, dated as of November 29, 1995, between
Ashton and CSI-Registered Trademark-. (Incorporated
by reference to Registration Statement No. 33-1182).
10.5A Agreement, dated February 7, 1996, between Ashton and
CSI-Registered Trademark-. (Incorporated by reference
to Registration Statement No. 33-1182).
10.6 Agreement, dated as of January 19, 1996, among Ashton,
UTTC and David N. Rosensaft. (Incorporated by reference
to Registration Statement No. 33-1182).
10.7 Escrow Agreement, dated as of January 19, 1996, among
Ashton, David N. Rosensaft and First United Equities
Corporation. (Incorporated by reference to Registration
Statement No. 33-1182).
10.8 Stock Purchase Agreement, dated as of January 19, 1996,
between Ashton and David N. Rosensaft. (Incorporated by
reference to Registration Statement No. 33-1182).
10.9 Assignment and Termination Agreement, dated as of
January 19, 1996, among Dover, Ashton, Robert A. Eprile
and David N. Rosensaft. (Incorporated by reference to
Registration Statement No. 33-1182).
10.10 Promissory note, dated as of January 19, 1996, in
principal amount of $300,000 issued by Ashton in favor
of David N. Rosensaft. (Incorporated by reference to
Registration Statement No. 33-1182).
10.11 Agreement, dated as of August 24, 1995, between
Motorola, Inc. and CSI-Registered Trademark-, as
amended. (Incorporated by reference to Registration
Statement No. 33-1182).
10.12 Letter, dated December 8, 1995, from CSI-Registered
Trademark- to Ashton regarding issuance of Common
Stock of CSI-Registered Trademark-. (Incorporated by
reference to Registration Statement No. 33-1182).
10.12A Letter dated March 20, 1996, from George Milligan to
Ashton regarding the transfer of Common Stock of
CSI-Registered Trademark-. (Incorporated by reference
to Registration Statement No. 33-1182).
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10.13 Sample CSI-Registered Trademark- Stockholder Letters,
dated February 6, 1995 and January 18, 1996, from
Ashton to certain CSI-Registered Trademark-
Shareholders. (Incorporated by reference to
Registration Statement No. 33-1182).
10.13A Form of CSI-Registered Trademark- Stockholder Letter,
dated March 27, 1996 from Ashton to certain
CSI-Registered Trademark- Shareholders. (Incorporated
by reference to Registration Statement No. 33-1182).
10.14 Agreement, dated April 30, 1995, between Dover and
Medford regarding consulting services to UTTC.
(Incorporated by reference to Registration Statement
No. 33-1182).
10.15 Lease Agreement, dated September 8, 1995, between
Columbia Mall, Inc. and Ashton. (Incorporated by
reference to Registration Statement No. 33-1182).
10.16 Lease Agreement, dated April 22, 1992, between Overlook
Development, Inc. and CSI-Registered Trademark-
(Incorporated by reference to Registration Statement
No. 33-1182).
10.17 Promissory Note, dated January 31, 1996, in principal
amount of $150,000 issued by Ashton in favor of John A.
Blohm. (Incorporated by reference to Registration
Statement No. 33-1182).
10.18 Form of 10% Subordinated Promissory Note due April 10,
1997, dated October 10, 1995, issued by Ashton
pursuant to a private placement. (Incorporated by
reference to Registration Statement No. 33-1182).
10.19 Form of 10% Subordinated Convertible Promissory Note
due October 10, 1998, dated October 10, 1995, issued by
Ashton pursuant to a private placement (including Form
of Warrant issued upon conversion of the note not
pursuant to a public offering). (Incorporated by
reference to Registration Statement No. 33-1182).
10.20 Promissory Note, dated October 1, 1995, in principal
amount of $43,430 issued by UTTC in favor of Dover and
guaranteed by Ashton. (Incorporated by reference to
Registration Statement No. 33-1182).
10.21 Promissory Note, dated October 26, 1995, in principal
amount of $100,000 issued by Ashton in favor of
Medford. (Incorporated by reference to Registration
Statement No. 33-1182).
10.22 Promissory Note, dated October 1, 1995, in principal
amount of $615,175.83 issued by Ashton in favor of
Dover. (Incorporated by reference to Registration
Statement No. 33-1182).
10.23 Common Stock Purchase Warrant of Ashton, dated June 27,
1995, held by Dover. (Incorporated by reference to
Registration Statement No. 33-1182).
10.24 Common Stock Purchase Option of Ashton, dated January
30, 1996, held by John A. Blohm. (Incorporated by
reference to Registration Statement No. 33-1182).
10.25 Letter agreement, dated March 21, 1996, from Ashton to
CSI-Registered Trademark- regarding software for ATED
(including original letter agreement of December 11,
1995 as Exhibit A thereto). (Incorporated by reference
to Registration Statement No. 33-1182).
<PAGE>
11. Statement re: Computation of per share earnings
(included in Note 1 to Financial Statement).
(Incorporated by reference to Registration Statement
No. 33-1182).
16. Letter on Changes in Registrant's Certifying
Accountant. (Incorporated by reference to Current
Report on Form 8-K, dated June 18, 1996).
21. Subsidiaries of Ashton. (Incorporated by reference to
Registration Statement No. 33-1182).
*27. Financial Data Schedule. Exhibit 27.
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*Not previously submitted.
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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.
The Ashton Technology Group, Inc.
---------------------------------
(Registrant)
Date: July 31, 1996 By: /s/ Raymond T. Tate
-----------------------------------------
Raymond T. Tate
Chief Executive Officer and
Chief Financial Officer (principal financial officer)
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<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-START> APR-01-1995
<PERIOD-END> MAR-31-1996
<CASH> 31,021
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
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<CURRENT-ASSETS> 31,021
<PP&E> 26,707
<DEPRECIATION> 5,348
<TOTAL-ASSETS> 1,403,670
<CURRENT-LIABILITIES> 2,212,200
<BONDS> 650,000
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0
<COMMON> 52,900
<OTHER-SE> (1,611,430)
<TOTAL-LIABILITY-AND-EQUITY> 1,403,670
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
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<OTHER-EXPENSES> 2,566,984
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<INTEREST-EXPENSE> 66,727
<INCOME-PRETAX> (2,633,711)
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<INCOME-CONTINUING> 45,732
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,587,979)
<EPS-PRIMARY> (.49)
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