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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 DECEMBER 31, 1996
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 9,644,091 shares of Common Stock (par value $0.01 per share)
outstanding as of February 6, 1997.
The undersigned Registrant hereby amends its Quarterly Report on Form 10-Q for
the quarterly period ended December 31, 1996 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 December 31, 1996:
1. In October, 1996, the Company granted to an employee options to
purchase an aggregate of 56,000 shares (as adjusted for the Company's
2-for-1 stock split effected on June 20, 1997 (the "Stock Split")) of
common stock, par value $0.01 per share (the "Common Stock"), at an
exercise price per share of $22.375 (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, options
to purchase 14,000 shares of Common Stock are presently exercisable.
In addition, pursuant to the terms of such stock option agreement,
options to purchase the remaining 42,000 shares vest and become
exercisable one third in October, 1997, one third in October, 1998,
and one third in October, 1999; provided, however, that options to
purchase all of such shares vest and become exercisable only upon the
satisfaction of certain performance criteria.
2. In November, 1996, the Company granted to an employee options to
purchase 10,000 shares (as adjusted for the Stock Split) of Common
Stock at an exercise price per share of $21.313 (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 stock option
agreement, one third of such options vest and become exercisable in
November, 1997; one third of such options vest and become exercisable
in November, 1998, and one third of such options vest and become
exercisable in November, 1999.
3. In November, 1996, the Company issued to Bryan D. Langton 994 shares
(as adjusted for the Stock Split) of Common Stock at a price per share
of $12.5625 (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 12.5625 (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)).
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4. In December, 1996, the Company issued and sold an aggregate of 30,990
shares (as adjusted for the Stock Split) of Common Stock to Jonathan
Rome in connection with the purchase of all of the capital stock of
Rome Network, Inc.
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 or
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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