<PAGE>
FORM 10-K/A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
[X]AMENDMENT NO. 1 TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (Fee Required)
For the fiscal year ended September 30, 1996
----------------------------------------------------
OR
[_]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 1-14234
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CARIBINER INTERNATIONAL, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-3466655
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
16 West 61st Street, New York, NY 10023
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
(212) 541-5300
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(Registrant's telephone number, including area code)
Securities Registered Pursuant to Section 12(b) of the Act:
Title of each class Name of exchange on which registered
Common Stock, par value $0.01 per share New York Stock Exchange
- --------------------------------------- ------------------------------------
Securities Registered Pursuant to Section 12(g) of the Act:
None
- --------------------------------------------------------------------------------
(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 Registration 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-K or any amendment to
this Form 10-K. [_]
As of December 24, 1996, the aggregate market value of voting stock held by
non-affiliates of the registrant was $214,573,541.
As of December 24, 1996, the registrant had 9,614,151 shares of its common
stock, par value $0.01 per share (the "Common Stock"), issued and outstanding.
The undersigned Registrant hereby amends its Annual Report on Form 10-K for
the fiscal year ended September 30, 1996 as set forth in the pages attached
hereto.
<PAGE>
ITEM 4A. EXECUTIVE OFFICERS AND DIRECTORS OF THE COMPANY
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Raymond S. Ingleby............. 33 Chairman of the Board and Chief Executive
Officer of Caribiner International, Inc.
Arthur F. Dignam............... 50 Executive Vice President and Chief Financial
and Administrative Officer of Caribiner
International, Inc.
Mark M. Cohen.................. 49 Executive Vice President of Caribiner
International, Inc. and President of
Caribiner Communications
Lawrence P. Golen.............. 39 Executive Vice President of Caribiner
International, Inc. and President of Total
Audio Visual Services
Brian Shepherd................. 39 Executive Vice President, Strategic Planning
and International Operations, of Caribiner
International, Inc.
Errol M. Cook.................. 57 Director
Bryan D. Langton............... 60 Director
Sidney Lapidus................. 59 Director
David E. Libowitz.............. 33 Director
</TABLE>
RAYMOND S. INGLEBY has been a director and Chief Executive Officer of the
Company since its formation in 1989, and Chairman since June, 1993. From 1988
through 1993, Mr. Ingleby served as Chairman and Chief Executive Officer of
Ingleby Communications Corporation ("ICC"), which he founded in 1988. In 1985,
Mr. Ingleby, a British citizen, founded his own advertising company that was
engaged in the installation of advertising displays in hotels, which he sold
in 1988.
ARTHUR F. DIGNAM has been Executive Vice President and Chief Financial
Officer of the Company since February, 1994 and Chief Administrative Officer
since November, 1995. Prior to joining Caribiner, Mr. Dignam worked as an
independent consultant from August, 1993 to January, 1994, and was Vice
President and Chief Financial Officer for Panavision International, the
privately-held predecessor to Panavision Inc., a company that manufactures
high quality cameras and accessories for the film and television industry,
from February, 1989 to July, 1993. Prior thereto, Mr. Dignam served as chief
financial officer in both the news division and operations and technical
services division of the National Broadcasting Company.
MARK M. COHEN has been Executive Vice President of the Company and President
of Caribiner Communications since November, 1995. Mr. Cohen joined Caribiner
in November, 1993 as Executive Vice President of Caribiner, Inc. and General
Manager of its New York office. Prior to joining Caribiner, Mr. Cohen served
in various general management positions with Maritz Inc., a marketing service
and performance improvement company, from June, 1976 to November, 1993.
LAWRENCE P. GOLEN has been Executive Vice President of the Company and
President of TAVS since October, 1996, when he joined Caribiner after its
acquisition of TAVS from General Electric Capital Computer Leasing Corporation
("GECCLC"). Prior thereto, Mr. Golen served as General Manager of TAVS from
September, 1994 to October, 1996 and as General Manager of the Test Equipment
Management Services division of GECCLC from May, 1994 to October, 1996. Prior
thereto, Mr. Golen served as Vice President-Marketing and Sales of Douglas
Manufacturing from January, 1993 to April, 1994 and Regional Marketing
Director of GE Plastics from November, 1991 to December, 1993.
1
<PAGE>
BRIAN SHEPHERD has been Executive Vice President, Strategic Planning and
International Operations, of Caribiner International, Inc. since November,
1995. Mr. Shepherd joined the Company as Vice President of Caribiner, Inc. and
General Manager of its Atlanta office in July, 1995. Mr. Shepherd was formerly
President and Chief Executive Officer of Imagination (USA) Inc., a subsidiary
of Imagination, UK, a large European-based business communications company,
from December, 1992 to July, 1995. Previously, he had been Managing Director
of the London office of Imagination, UK.
ERROL M. COOK has been a director of the Company since June, 1992. Mr. Cook
is a Managing Director of E.M. Warburg, Pincus & Co., LLC ("EMW LLC"). Mr.
Cook has been a Managing Director of EMW LLC or its predecessor since March,
1991. Mr. Cook serves on the board of directors of certain privately held
companies.
BRYAN D. LANGTON has been a director of the Company since April, 1996. Mr.
Langton has been the Chairman Emeritus of Holiday Inn Worldwide, a subsidiary
of Bass plc, since December, 1996. Prior thereto Mr. Langton served as
Chairman and Chief Executive Officer of Holiday Inn Worldwide and Holiday Inn,
Inc. from February, 1990 to December, 1996. Mr. Langton serves on the board of
directors of Bass plc.
SIDNEY LAPIDUS has been a director of the Company since June, 1992. Mr.
Lapidus is a Managing Director of EMW LLC. Mr. Lapidus has been associated
with EMW LLC or its predecessor since 1967. Mr. Lapidus serves on the board of
directors of Renaissance Communications Corp., RenaissanceRe Holdings Ltd.,
Pacific Greystone Corporation and Panavision Inc., as well as several
privately held companies.
DAVID E. LIBOWITZ has been a director of the Company since June, 1992. Mr.
Libowitz is a Vice President of EMW LLC and has been associated with EMW LLC
or its predecessor since July, 1991. Mr. Libowitz serves on the board of
directors of certain privately held companies.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
See "Executive Officers and Directors of the Company" set forth in Item 4A
of Part I hereto.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based solely upon a review of the Forms 3, 4, and 5 and any amendments
thereto furnished to the Company pursuant to Rule 16a-3(c) promulgated under
the Exchange Act, the Company is not aware of any failure of any officer,
director or beneficial owner of more than 10% of Common Stock to timely file
with the Securities and Exchange Commission any Form 3, 4 or 5 in respect of
the Company during fiscal 1996, except that the following persons or entities
failed to file on a timely basis the following report: each of Raymond S.
Ingleby, Arthur F. Dignam, Mark M. Cohen, Brian Shepherd, Errol M. Cook,
Sidney Lapidus, David E. Libowitz and Warburg filed one late report on Form 3.
ITEM 11. EXECUTIVE COMPENSATION
BOARD COMPOSITION; COMPENSATION COMMITTEE INTERLOCKS AND INSIDER
PARTICIPATION; OTHER COMMITTEES
At present, the Board of Directors of the Company is composed of five
directors. The Board intends to nominate and appoint one additional person to
serve as an independent director. Pursuant to the terms of a stockholders
agreement, dated as of March 15, 1996 (the "Stockholders Agreement"), among
Warburg, Pincus Investors, L.P. ("Warburg"), Raymond S. Ingleby and the
Company, subject to certain conditions, Warburg has the right to designate up
to three persons for nomination to the Board and Raymond S. Ingleby has the
right to be designated as a director for nomination to the Board.
The Compensation Committee of the Board of Directors of the Company
determines the salaries and bonuses of the Company's executive officers and
administers the Company's 1996 Stock Option Plan. During the Company's last
completed fiscal year Errol M. Cook, David E. Libowitz and, following his
appointment to
2
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the Board of Directors, Bryan D. Langton served as members of the Compensation
Committee. The sole general partner of Warburg is Warburg, Pincus & Co., a
general partnership ("WP"). EMW LLC manages Warburg. The members of EMW LLC
are substantially the same partners of WP. Lionel I. Pincus is the managing
partner of WP and the managing member of EMW LLC and may be deemed to control
each of WP and EMW LLC. WP, as the sole general partner of Warburg, has a 20%
interest in the profits of Warburg. Mr. Cook is a Managing Director and member
of EMW LLC and a general partner of WP. Mr. Libowitz is an officer of EMW LLC.
The Audit Committee of the Board of Directors recommends the appointment of
auditors and oversees the accounting and audit functions of the Company. At
present, Bryan D. Langton serves as the Chairman and sole member of the Audit
Committee. The Board of Directors has indicated its intention to appoint to
the Audit Committee a second independent director when such director is
appointed to the Board. During the Company's last completed fiscal year Errol
M. Cook and David E. Libowitz also served as members of the Audit Committee
until their resignations from such committee upon Mr. Langton's appointment to
such committee in May, 1996.
DIRECTOR COMPENSATION
Directors who are not employees or officers of the Company receive cash
compensation of $12,500 per annum payable quarterly (other than directors
affiliated with Warburg, who have waived the right to receive any
compensation). Directors are also reimbursed for certain expenses in
connection with attendance at Board and committee meetings. Other than with
respect to reimbursement of expenses, directors who are employees or officers
of the Company do not receive additional compensation for services as a
director.
Effective March 11, 1996, the Company adopted the Non-Employee Directors'
Stock Plan, pursuant to which the Company awards directors (other than
directors affiliated with Warburg, who have waived the right to receive any
compensation, or directors who may be employees of the Company) upon their
becoming a director and on January 1 of each year shares of Common Stock
having a market value of $12,500. The Non-Employee Directors' Stock Plan
provides that the maximum number of shares of Common Stock available for issue
under the plan is 15,000 shares (of which 497 shares have been issued),
subject to adjustment to prevent dilution or expansion of rights.
3
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth certain information concerning the
compensation paid or accrued by the Company for services rendered to the
Company and its subsidiaries in all capacities for the fiscal years ended
September 30, 1995 and 1996, by its Chief Executive Officer and each of the
Company's other executive officers whose total salary and bonus exceeded
$100,000 during such fiscal year (collectively, the "Named Executive
Officers"):
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
------------
ANNUAL
COMPENSATION SECURITIES
----------------- UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION SALARY BONUS OPTIONS(#) COMPENSATION
- --------------------------- -------- -------- ------------ ------------
<S> <C> <C> <C> <C>
Raymond S. Ingleby
Chairman of the Board and Chief
Executive Officer of
Caribiner International, Inc.
1996.............................. $384,027 $187,500 -0- $2,200(1)
1995.............................. 325,000 162,500 -0- 2,200(1)
Arthur F. Dignam
Executive Vice President and Chief
Financial and Administrative Officer
of Caribiner International, Inc.
1996.............................. 215,851 52,000 3,000 -0-
1995.............................. 195,834 37,600 -0- -0-
Mark M. Cohen
Executive Vice President of Caribiner
International, Inc. and President of
Caribiner Communications
1996.............................. 227,728 41,783 3,000 -0-
1995.............................. 190,000 46,500 -0- -0-
Brian Shepherd
Executive Vice President, Strategic
Planning and International
Operations of Caribiner
International, Inc.
1996.............................. 220,001 48,600 3,000 -0-
1995.............................. 33,031 -0- -0- -0-
</TABLE>
- --------
(1) All Other Compensation consists of life insurance premiums paid by the
Company.
4
<PAGE>
Option Grants
The following table sets forth the grants of options with respect to Common
Stock during the year ended September 30, 1996, to the Named Executive
Officers:
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF STOCK
PRICE APPRECIATION FOR
INDIVIDUAL GRANTS OPTION TERM
- ---------------------------------------------------------------------- -----------------------
% OF TOTAL
OPTIONS
GRANTED TO EXERCISE OR
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION
NAME GRANTED FISCAL YEAR PER SHARE DATE 5% 10%
- ---- ------- ------------ ----------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Raymond S. Ingleby...... -- -- -- -- -- --
Arthur F. Dignam........ 3,000(1) 2.0% $28.875 07/29/2006 $13,654 $23,432
Mark M. Cohen........... 3,000(1) 2.0% 28.875 07/29/2006 13,654 23,432
Brian Shepherd.......... 3,000(1) 2.0% 28.875 07/29/2006 13,654 23,432
</TABLE>
- --------
(1) Such options will vest one-third on July 29, 1997, one-third on July 29,
1998 and one-third on July 29, 1999.
EMPLOYMENT AGREEMENTS
The Company has entered into employment agreements with Messrs. Ingleby,
Dignam, Cohen, Shepherd and Golen. Mr. Ingleby's employment agreement expires
on October 1, 1998. The employment agreements of Messrs. Dignam and Cohen
expire on December 1, 1998. Mr. Shepherd's employment agreement expires on
July 25, 1998. Mr. Golen's employment agreement expires on October 14, 1999.
The Company is required to give Mr. Ingleby at least 12 months' notice if it
does not intend to renew or extend his contract, and otherwise must pay him
all compensation under the agreement for 12 months from delivery of such
notice. The employment agreement for each of Mr. Dignam and Mr. Cohen provides
that the Company is required to give such executive at least six months'
notice if it does not intend to renew or extend his contract. The employment
agreement for each of Mr. Dignam and Mr. Cohen provides for an option to renew
for an additional three years at the discretion of the Company.
The annual base salary of Mr. Ingleby, Mr. Dignam, Mr. Cohen, Mr. Shepherd
and Mr. Golen under their employment agreements currently is $400,000,
$229,000, $244,500, $229,000 and $210,000, respectively. Each executive is
also entitled to fringe benefits, and to an annual bonus based on Company
performance against targets established by the Board each year. Under each
agreement the Board is to review the employee's salary at least annually and
the salary amounts may be increased in the Board's discretion. Each executive
may be terminated for "cause" (as defined in the agreements), with all
compensation ceasing. Under Messrs. Ingleby, Dignam and Cohen's employment
agreements, if the executive is terminated without cause or, if the executive
terminates his employment for "good reason" (as defined), the executive is
entitled to full compensation for the remaining term of the agreement (or, if
longer, in the case of Mr. Ingleby, for 12 months). "Good reason" includes, in
the case of Mr. Ingleby, a change in control (as defined) of the Company. The
consummation of the Offering will not result in such a change in control. Each
employment agreement includes a two year non-competition and non-solicitation
of clients and employees provision. The employment agreements of Mr. Ingleby,
Mr. Dignam and Mr. Cohen provide that, in the event of the employee's death,
the employee's beneficiary will receive a payment equal to six months' base
salary. Each of Mr. Shepherd's and Mr. Golen's employment agreement provides
for a payment equal to one month's base salary in the event of his death.
5
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of the Common Stock as of January 6, 1997 with respect to (i) each
person known by the Company to be the beneficial owner of more than 5% of the
Common Stock, (ii) each director of the Company, (iii) each of the executive
officers of the Company and (iv) all directors and executive officers of the
Company as a group.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF BENEFICIAL OWNER NUMBER PERCENT
- ------------------------------------ --------- -------
<S> <C> <C>
Warburg, Pincus Investors, L.P.(1)............................ 4,130,755 43.0%
466 Lexington Avenue
10th Floor
New York, NY 10017
Raymond S. Ingleby............................................ 1,047,266 10.9
c/o Caribiner International, Inc.
16 West 61st Street
New York, NY 10023
Arthur F. Dignam.............................................. 36,898 *
Mark M. Cohen................................................. 35,508 *
Lawrence P. Golen(2).......................................... 7,300 *
Brian Shepherd................................................ 23,611 *
Errol M. Cook(1).............................................. 4,130,755 43.0
Bryan D. Langton(3)........................................... 13,497 *
Sidney Lapidus(1)............................................. 4,130,755 43.0
David E. Libowitz(1).......................................... -- *
All executive officers and directors as a group
(9 persons).................................................. 5,294,835 55.1%
</TABLE>
- --------
* Less than 1%
(1) The sole general partner of Warburg is WP. EMW LLC manages Warburg. The
members of EMW LLC are substantially the same partners of WP. Lionel I.
Pincus is the managing partner of WP and the managing member of EMW LLC
and may be deemed to control each of WP and EMW LLP. WP, as the sole
general partner of Warburg, has a 20% interest in the profits of Warburg.
Messrs. Errol M. Cook and Sidney Lapidus, each a director of the Company,
are Managing Directors and members of EMW LLC and general partners of WP.
As such, Messrs. Cook and Lapidus may be deemed to have an indirect
pecuniary interest (within the meaning of Rule 16a-1 under the Exchange
Act) in an indeterminate portion of the shares of Common Stock
beneficially owned by Warburg. Mr. David E. Libowitz, a director of the
Company, is an officer of EMW LLC. Each of Messrs. Cook, Lapidus and
Libowitz disclaims "beneficial ownership" of the Common Stock owned by
Warburg within the meaning of Rule 13d-3 under the Exchange Act.
(2) Includes presently exercisable options to purchase 7,000 shares of Common
Stock at $44.75 per share, which expire in October, 2006.
(3) Includes presently exercisable options to purchase 9,000 shares of Common
Stock at $42.62 per share, which expire in November, 2006.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
INVESTMENT BY WARBURG, PINCUS INVESTORS, L.P.
Pursuant to a Securities Purchase Agreement, dated as of June 30, 1992,
Warburg purchased the Company's 11.5% Convertible Promissory Note (the
"Convertible Note") for its principal amount of $12.0 million and purchased
shares of preferred stock for $4.0 million. The proceeds from the sale to
Warburg of the Convertible Note and the preferred stock were used in part to
finance the Company's acquisition in June, 1992 of Caribiner, Inc. Immediately
prior to the consummation of the Company's initial public offering (the
"Initial Public Offering") on March 15, 1996 of the Common Stock, Warburg
converted the Convertible Note and all the shares
6
<PAGE>
of its preferred stock (including the shares of preferred stock which it
received upon conversion of the Convertible Note) into an aggregate of
3,596,250 shares of Common Stock.
The Convertible Note accrued interest at the rate of 11.5% per annum on the
outstanding principal amount thereof, and interest was payable quarterly in
cash. Pursuant to the terms of the Convertible Note, the Company chose to
defer interest on such note, which deferred interest also accrued interest at
the rate of 11.5% per annum.
Pursuant to the terms of the preferred stock, Warburg was entitled to
receive, when and as declared by the Company's Board, a cash dividend at the
annual rate of 12% of the liquidation preference per share of the preferred
stock. Dividends on the preferred stock were cumulative, and unpaid dividends
(whether or not declared) accrued at the rate of 12% per annum.
Proceeds from the Initial Public Offering aggregating $8.5 million were used
to pay accrued interest on the Convertible Note and accumulated dividends on
the preferred stock.
WARBURG TERM LOAN AND WARRANTS
Pursuant to the Loan and Warrant Agreement, dated as of August 3, 1993 (the
"Loan and Warrant Agreement"), which governed the $10 million Warburg loan
facility (the "Warburg Term Loan"), Warburg had agreed to lend to the Company
up to $10.0 million in loans for acquisitions and other corporate purposes
approved by the Board of Directors of the Company. Amounts outstanding under
the Warburg Term Loan accrued interest at the rate of 11% per annum compounded
semi-annually. As of December 31, 1995, there was approximately $3.0 million
outstanding under the Warburg Term Loan. The outstanding amount under the
Warburg Term Loan, including accrued interest of approximately $4.0 million,
was repaid upon consummation of the Initial Public Offering, and the Loan and
Warrant Agreement was terminated.
In partial consideration for making advances under the Warburg Term Loan,
Caribiner issued warrants to Warburg at the rate of 0.50% of the then fully
diluted Common Stock per each $1.0 million principal amount of an advance. In
addition, after the first anniversary of each advance and at the close of
every quarter thereafter, additional warrants were issuable to Warburg at the
rate 0.375% of the fully diluted Common Stock per each $1.0 million in
outstanding principal amount of such advance. As of December 31, 1995,
warrants to purchase an aggregate 534,505 shares of Common Stock had been
issued to Warburg with a weighted average exercise price per share of $3.16.
Warburg exercised all of the warrants immediately prior to the completion of
the Initial Public Offering.
ADVANCES TO RAYMOND S. INGLEBY
As a result of a series of advances made from 1989 to 1992, Raymond S.
Ingleby, the Chairman of the Board and Chief Executive Officer of the Company,
became obligated to pay to the Company an aggregate amount of $362,630. Such
repayment obligations did not bear interest. The Company fully reserved
against such obligations in fiscal 1992. Mr. Ingleby repaid the full amount of
such obligations in connection with the Initial Public Offering.
STOCKHOLDERS AGREEMENT
Upon completion of the Initial Public Offering, the Company entered into the
Stockholders Agreement with Warburg and Raymond S. Ingleby. The Stockholders
Agreement contains, among other things, various terms regarding nominations
for the Company's Board of Directors and certain registration rights granted
by the Company. Pursuant to the terms of the Stockholders Agreement, for so
long as Warburg beneficially owns at least 35%, 20% or 10% of the outstanding
shares of Common Stock, it will have the right to designate three
7
<PAGE>
nominees, two nominees or one nominee, respectively, for director. The
Stockholders Agreement also provides that for so long as Mr. Ingleby shall
hold office as the Chairman and Chief Executive Officer of the Company, he
will have the right to be designated as a nominee for director.
Additionally, the Stockholders Agreement provides that Warburg is entitled
to three "demand" registrations, which may be exercised at any time. The
Stockholders Agreement also provides that Raymond S. Ingleby will be entitled
to one "demand" registration with respect to not less than 50% of the number
of shares of Common Stock that he beneficially owned immediately prior to the
completion of the Initial Public Offering (i.e., 698,178 shares), provided
that Mr. Ingleby may not exercise such "demand" until the earliest of (i) six
months after the effective date of a registration statement filed by the
Company in respect of shares of Common Stock owned by Warburg, (ii) the
distribution by Warburg of shares of Common Stock to its partners and (iii)
March 15, 2001. In addition, in the event Mr. Ingleby is terminated from his
employment by the Company and he has not exercised his demand registration, he
will be entitled to one "demand" registration six months after the date of his
termination to the extent he would be required by law to effect such
registration in order to sell his shares. Mr. Ingleby is also entitled to
"piggyback" registration rights in the event that Warburg exercises a "demand"
registration. In addition, the Stockholders Agreement grants to Mr. Ingleby
certain co-sale rights in the event that Warburg sells, transfers or otherwise
disposes of any shares of its Common Stock.
8
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this Report
to be signed on its behalf by the undersigned, thereunto duly authorized, on
January 27, 1997.
CARIBINER INTERNATIONAL, INC.
(Registrant)
/s/ Arthur F. Dignam
By:__________________________________
Name: Arthur F. Dignam
Title: Executive Vice President,
Chief Financial and
Administrative Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this Report has been signed by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Raymond S. Ingleby Chairman of the Board, Chief January 27, 1997
____________________________________ Executive Officer and
Raymond S. Ingleby Director (Principal
Executive Officer)
/s/ Arthur F. Dignam Executive Vice President, January 27, 1997
____________________________________ Chief Financial and
Arthur F. Dignam Administrative Officer
(Principal Financial and
Accounting Officer)
/s/ Errol M. Cook Director January 27, 1997
____________________________________
Errol M. Cook
/s/ Bryan D. Langton Director January 27, 1997
____________________________________
Bryan D. Langton
/s/ Sidney Lapidus Director January 27, 1997
____________________________________
Sidney Lapidus
/s/ David E. Libowitz Director January 27, 1997
____________________________________
David E. Libowitz
</TABLE>
S-1
<PAGE>
INDEX TO EXHIBITS
The following is a list of all exhibits filed as part of this report:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
------- -----------------------
<C> <S>
2.1 Agreement of Purchase and Sale of Assets, dated June 6, 1996, by and
among the Company, Lighthouse, Ltd., Mark P. Fitzgerald, Warren F. Moore
II and Richard C. Hunt (schedules omitted -- the Company agrees to
furnish a copy of any schedule to the Commission upon request) (filed as
Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the
Commission on June 21, 1996, and incorporated herein by reference)
2.2 Share Sale Agreement, dated June 13, 1996, by and among Peter Devonald
Berners-Price ("Berners-Price") and others, Caribiner Holdings (UK)
Limited ("Caribiner UK") and the Company (schedules omitted -- the
Company agrees to furnish a copy of any schedule to the Commission upon
request) (filed as Exhibit 2.1 to the Company's Current Report on Form
8-K filed with the Commission on June 28, 1996, and incorporated herein
by reference)
2.3 Share Purchase Agreement, dated June 13, 1996, by and among Caribiner
UK, Berners-Price, Mark Wallace, the Company and others (schedules
omitted -- the Company agrees to furnish a copy of any schedule to the
Commission upon request) (filed as Exhibit 2.2 to the Company's Current
Report on Form 8-K filed with the Commission on June 28, 1996, and
incorporated herein by reference)
2.4 Agreement of Purchase and Sale of Assets, dated September 12, 1996, by
and between Caribiner International, Inc. and General Electric Capital
Computer Leasing Corporation (schedules omitted (other than Schedules
2(c), 2(c)(i) and 6(bb)) -- the Company agrees to furnish a copy of any
schedule to the Commission upon request) (filed as Exhibit 2.1 to the
Company's Current Report on Form 8-K filed with the Commission on
September 27, 1996, and incorporated herein by reference)
3.1 Restated Certificate of Incorporation of the Company filed March 15,
1996 with the Secretary of State of the State of Delaware (filed as
Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the three
months ended March 31, 1996 and incorporated herein by reference)
3.2 Second Amended and Restated By-Laws of the Company (filed as Exhibit
3.2(b) to the Company's Registration Statement on Form S-1 (Registration
No. 33-80481) and incorporated herein by reference)
4 Specimen of Certificate of Common Stock of the Company (filed as Exhibit
4 to the Company's Registration Statement on Form S-1 (Registration No.
33-80481) and incorporated herein by reference)
+10.1 1996 Stock Option Plan of the Company (filed as an exhibit to the
Company's Registration Statement on Form S-1 (Registration No. 33-80481)
and incorporated herein by reference)
+10.2 Form of Stock Option Agreement in connection with 1996 Stock Option Plan
of the Company (filed as an exhibit to the Company's Annual Report on
Form 10-K for the fiscal year ended September 30, 1996 and incorporated
herein by reference)
+10.3 Non-Employee Directors' Stock Plan of the Registrant (filed as an
exhibit to the Company's Registration Statement on Form S-1
(Registration No. 33-80481) and incorporated herein by reference)
+10.4 Employment Agreement, dated as of October 1, 1995, between the Company
and Raymond S. Ingleby (filed as an exhibit to the Company's
Registration Statement on Form S-1 (Registration No. 33-80481) and
incorporated herein by reference)
</TABLE>
<PAGE>
<TABLE>
<S> <C>
+10.5 Employment Agreement, dated as of December 1, 1995, between the Company
and Arthur F. Dignam (filed as an exhibit to the Company's Registration
Statement on Form S-1 (Registration No. 33-80481) and incorporated
herein by reference)
+10.6 Employment Agreement, dated as of December 1, 1995, between the Company
and Mark M. Cohen (filed as an exhibit to the Company's Registration
Statement on Form S-1 (Registration No. 33-80481) and incorporated
herein by reference)
+10.7 Employment Agreement, dated as of July 25, 1995, between Caribiner, Inc.
and Brian Shepherd (filed as an exhibit to the Company's Annual Report
on Form 10-K for the fiscal year ended September 30, 1996 and
incorporated herein by reference)
+10.8 Employment Agreement, dated October 14, 1996, between the Company and
Lawrence P. Golen (filed as an exhibit to the Company's Annual Report on
Form 10-K for the fiscal year ended September 30, 1996 and incorporated
herein by reference)
10.9 Credit Agreement, dated as of December 4, 1996, among the Company,
Caribiner, Inc., the lenders named therein and the Chase Manhattan Bank,
as agent (schedules and exhibits omitted -- the Company agrees to
furnish a copy of any such schedule and exhibit to the Commission upon
request) (filed as Exhibit 10.8 to the Company's Registration Statement
on Form S-1 (Registration No. 333-18327) on December 20, 1996, and
incorporated herein by reference)
10.10 Stockholders Agreement, dated as of March 15, 1996, among the Company,
Warburg, Pincus Investors, L.P. and Raymond S. Ingleby (filed as an
exhibit to the Company's Registration Statement on Form S-1
(Registration No. 33-80481) and incorporated herein by reference)
11.1 Statement Regarding Computation of Pro Forma Net Income Per Common Share
(filed as an exhibit to the Company's Annual Report on Form 10-K for the
fiscal year ended September 30, 1996 and incorporated herein by
reference)
11.2 Statement Regarding Computation of Supplementary Pro Forma Income Per
Common Share (filed as an exhibit to the Company's Annual Report on Form
10-K for the fiscal year ended September 30, 1996 and incorporated
herein by reference)
21 Subsidiaries of the Company (filed as an exhibit to the Company's Annual
Report on Form 10-K for the fiscal year ended September 30, 1996 and
incorporated herein by reference)
27 Financial Data Schedule (filed as an exhibit to the Company's Annual
Report on Form 10-K for the fiscal year ended September 30, 1996 and
incorporated herein by reference)
</TABLE>
- --------
+ Management contracts or compensatory plans or arrangements required to be
filed as an exhibit to this Form 10-K pursuant to Item 14(a)(3).
