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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
AMENDMENT NO. 1 TO QUARTERLY REPORT PURSUANT TO
SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1997
COMMISSION FILE NUMBER: 1-14234
Caribiner International, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 13-3466655
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
16 West 61st Street, New York, NY 10023
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 541-5300
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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) 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 [ ]
The registrant had 23,417,152 shares of Common Stock (par value $0.01 per share)
outstanding as of August 4, 1997.
The undersigned Registrant hereby amends its Quarterly Report on Form 10-Q for
the quarterly period ended June 30, 1997 as set forth in the pages attached
hereto:
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Part II -- Other Information
Item 2. Changes in Securities
a) Not Applicable
b) Not Applicable
c) The Company issued and sold the following unregistered securities during
the quarterly period ended June 30, 1997:
1. In April, 1997, the Company issued to Bryan D. Langton 512 shares (as
adjusted for the 2-for-1 stock split effected by the Company on June
20, 1997 (the "Stock Split")) of common stock, par value $0.01 per
share (The "Common Stock"), at a price per share of $24.34375 (as
adjusted for the Stock Split) pursuant to the Company's Non-Employee
Directors Stock Plan. Pursuant to such Plan, the number of shares of
Common Stock issued was determined by dividing $12,500 by $24.34375
(as adjusted for the Stock Split) (the average of the high and low
sales price per share of the Common Stock on the anniversary date of
Mr. Langton's appointment to the Board (April 11, 1996)).
2. In April, 1997, the Company issued and sold an aggregate of 76,360
shares (as adjusted for the Stock Split) of Common Stock to Dale Bell,
Donald A. Wall, Kenneth F. Leddick and James H. Black, Jr. in
connection with the purchase of substantially all of the assets, and
the assumption of certain of the liabilities of D&D Enterprises, Inc.
d/b/a Show Solutions.
3. In April, 1997, the Company granted to an employee options to purchase
an aggregate of 3,000 shares (as adjusted for the Stock Split) of
Common Stock at an exercise price per share of $24.34375 pursuant to a
stock option agreement under the Company's 1996 Stock Option Plan.
Pursuant to the terms of such option agreement, one third of such
options vest and become exercisable in April, 1998; one third of such
options vest and become exercisable in April, 1999, and one third of
such options vest and become exercisable in April, 2000.
4. On May 7, 1997, the Company granted to an employee options to purchase
an aggregate of 6,000 shares (as adjusted for the Stock Split) of
Common Stock at an exercise price per share of $29.375 (as adjusted
for the Stock Split) pursuant to a stock option agreement under the
Company's 1996 Stock Option Plan. Pursuant to the terms of such option
agreement, one third of such options vest on May 7, 1998; one third of
such options vest and become exercisable on May 7, 1999, and one third
of such options vest and become exercisable on May 7, 2000.
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5. On May 19, 1997, the Company granted to twenty-eight employees options
to purchase an aggregate of 31,000 shares (as adjusted for the Stock
Split) of Common Stock at an exercise price per share of $29.28125 (as
adjusted for the Stock Split) pursuant to stock option agreements
under the Company's 1996 Stock Option Plan. Pursuant to the terms of
such option agreements, one third of such options vest and become
exercisable on May 19, 1998; one third of such options vest and become
exercisable on May 19, 1999, and one third of such options vest and
become exercisable on May 19, 2000.
6. In May, 1997, the Company issued and sold an aggregate of 2,998 shares
(as adjusted for the Stock Split) of Common Stock to AMFIOH Pty
Limited in connection with the purchase of substantially all of the
assets, and the assumption of certain of the liabilities of Wavelength
Corporate Communications Pty Limited.
7. In May, 1997, the Company issued and sold an aggregate of 30,826
shares (as adjusted for the Stock Split) of Common Stock to Peter
Joers, Bruce Silverstein and Charles Watts in connection with the
purchase of all of the outstanding capital stock of Watts-Silverstein,
Inc.
8. On June 9, 1997, the Company granted to an employee options to
purchase an aggregate of 2,400 shares (as adjusted for the Stock
Split) of Common Stock at an exercise price per share of $34.875 (as
adjusted for the Stock Split) pursuant to a stock option agreement
under the Company's 1996 Stock Option Plan. Pursuant to the terms of
such option agreement, one third of such options vest and become
exercisable on June 9, 1998; one third of such options vest and become
exercisable on June 9, 1999, and one third of such options vest and
become exercisable on June 9, 2000.
9. On June 23, 1997, the Company granted to three employees options to
purchase an aggregate of 54,000 shares of Common Stock at an exercise
price per share of $32.625 pursuant to stock option agreements under
the Company's 1996 Stock Option Plan. Pursuant to the terms of such
option agreements, one third of such options vest and become
exercisable on June 23, 1998; one third of such options vest and
become exercisable on June 23, 1999, and one third of such options
vest and become exercisable on June 23, 2000.
10. On June 24, 1997, the Company granted to an employee options to
purchase an aggregate of 2,000 shares of Common Stock at an exercise
price per share of $31.750 pursuant to a stock option agreement under
the Company's 1996 Stock Option Plan. Pursuant to the terms of such
option agreement, one third of such options vest and become
exercisable on June 24, 1998; one third of such options vest and
become exercisable on June 24, 1999, and one third of such options
vest and become exercisable on June 24, 2000.
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11. In June, 1997, the Company issued and sold an aggregate of 53,818
shares of Common Stock to Michael V. Lockett, Richard I. Glynn and
Margaret Dietzold in connection with the purchase of all of the
outstanding capital stock of WCI Live Communication Limited.
There were no underwriters employed in connection with any of the transactions
set forth above.
The transactions described above were effected in reliance upon an exemption
from the registration requirements of the Securities Act of 1933, as amended, on
the basis that such transactions did not involve any public offering. The
recipients of securities in each such transaction represented their intentions
to acquire the securities for investment only and not with a view to sell an
offer for sale the securities in connection with any distribution thereof and
appropriate legends were affixed to the securities issued in such transactions.
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SIGNATURES
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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.
CARIBINER INTERNATIONAL, INC.
(Registrant)
Date: October 1, 1997 By: /s/ Raymond S. Ingleby
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Raymond S. Ingleby
Chairman of the Board and
Chief Executive Officer
By: /s/ Arthur F. Dignam
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Arthur F. Dignam
Executive Vice President and
Chief Financial and Administrative Officer
(Principal Financial Officer and
Chief Accounting Officer)
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