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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 MARCH 31, 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
(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
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 11,556,111 shares of Common Stock (par value $0.01 per share)
outstanding as of May 2, 1997.
The undersigned Registrant hereby amends its Quarterly Report on Form 10-Q for
the quarterly period ended March 31, 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 March 31, 1997:
1. In January, 1997, the Company issued and sold an aggregate of 59,880
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"), to David L. Blumberg, Donald D. Blumberg,
Denise L. Tendle and Deborah L. Meehan in connection with the purchase
of all of the capital stock of Blumberg Communications, Inc.
2. On March 21, 1997, the Company granted to nine employees options to
purchase an aggregate of 16,000 shares (as adjusted for the Stock
Split) of Common Stock at an exercise price per share of $21.875 (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 March 21, 1998; one third of such options vest and
become exercisable on March 21, 1999, and one third of such options
vest and become exercisable on March 21, 2000.
3. On March 26, 1997 the Company granted to forty-seven employees options
to purchase an aggregate of 126,000 shares (as adjusted for the Stock
Split) of Common Stock at an exercise price per share of $21.9375 (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 March 26, 1998; one third of such options vest and
become exercisable on March 26, 1999, and one third of such options
vest and become exercisable on March 26, 2000.
4. In March, 1997, the Company issued to C. Anthony Wainwright 570 shares
(as adjusted for the Stock Split) of Common Stock at a price per share
of $21.90625 (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 $21,90625 (as adjusted for the Stock Split) (the average of
the high and low sales price per share of the
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Common Stock on the anniversary date of Mr. Wainwright's appointment to
the Board (March 24, 1997)).
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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