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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
AMENDMENT NO. 1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
Commission file number 0-27604
PICK COMMUNICATIONS, CORP.
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(Exact Name of Registrant as Specified in its Charter)
Nevada 75-2107261
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
115 Route 46 West, Wayne, New Jersey 07470
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (201) 334-2929
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Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act: Common Stock,
$.001 par value
Check whether the issuer (1) 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
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Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-K contained herein, and no disclosure will be contained,
to the best of the 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. / /
The aggregate market value of the 22,457,334 shares of voting stock held
by non-affiliates of the Registrant, as of May 15, 1998 was $13,923,553
(assuming solely for purposes of this calculation that all directors, officers
and greater than 5% stockholders of the Registrant are "affiliates").
The number of shares outstanding of the Registrant's Common Stock, par
value $.001 per share, as of May 15, 1998, was 36,404,703.
Documents Incorporated by Reference: None.
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PART III
Item 10: Directors and Executive Officers
Set forth below are the names of all directors and executive officers of the
Company along with certain information relating to the business experience of
each of the listed officers.
Name Age Position
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Diego Leiva 46 President, Chief Executive Officer and Chairman
Raymond M. Brennan 60 Vice President, Secretary and Director
Robert R. Sams 59 Director
Ricardo Maranon (1) 53 Director
Marilou C. Halvorsen (1) 33 Director
Hans d'Orville (2) 48 Director
Karen M. Quinn 50 Vice President of Operations and Corporate
Communications
Robert S. Bingham 49 Vice President and Chief Financial Officer
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(1) Member of audit and compensation committees.
(2) Appointed to the Board of Directors on April 23, 1998.
Diego Leiva founded Public Info/Comm Kiosk, Inc., a New Jersey corporation,
which is currently a wholly-owned subsidiary of the Company, in August 1992,
and has served as PICK's Chairman of the Board, Chief Executive Officer and
President since that time. He has held the same positions with the Company
since its reorganization pursuant to the Reorganization Plan in September
1995. From 1989 through July 1992, Mr. Leiva served as Director of Sales for
Apertus Technologies, Inc., a computer telecommunications sales firm. See
"Certain Relationships and Related Transactions."
Raymond M. Brennan has served as Vice President and Secretary of PICK since
May 1994 and Director since June 1994. He has held the same positions with the
Company since September 1995. From April 1990 to April 1994, Mr. Brennan
served as Executive Vice President and General Counsel of EOL, Inc., a full
service event production and marketing company. From January 1982 to March
1990, Mr. Brennan served as Vice President of Business Affairs for Radio City
Music Hall Productions, Inc., where he administered both the Purchasing and
Legal Departments. See "Certain Relationships and Related Transactions."
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Robert R. Sams has been a Director of the Company since September 1995 and of
PICK since November 1994. He has been engaged in merchant banking, corporate
finance, acquisitions and financial advisory services since founding Saicol
Limited in 1983.
Ricardo Maranon has served as a Director of the Company since September 1995
and of PICK since December1994. He has served as President of the
Florida-based advertising agency Maranon & Associates Advertising since
founding that company in 1985.
Marilou C. Halvorsen has served as director of the Company since June 1997.
She has been Executive Director of the New Jersey Amusement Association since
1995 and was recently named to the Board of Directors of the New Jersey Travel
Industry Association.
Hans d'Orville has served as a director since April 23, 1998. He holds both a
Masters and a Doctorate in Economics from the University of Konstanz in
Germany. Since 1975, he has served in various capacities in international
organizations and diplomacy. His most recent positions include Executive
Coordinator of the InterAction Council and Director of Information
Technologies for Development Programme at the United Nations Development
Programme. He is a member of several international committees and boards.
Karen M. Quinn has been Vice President of Operations and Corporate
Communications of the Company since September 1995. Ms. Quinn has also worked
for PICK since December 1992, having become its Vice President of Operations
in May 1994. Previously, Ms. Quinn was a Business Manager in the health care
industry for 22 years, and Vice-President of Operations at two computer sales
and service companies over a period of six years.
Robert S. Bingham has been Vice President and Chief Financial Officer of the
Company since September 17, 1997. He served as a director of Frankel & Topche
P.C., CPAs from February, 1995 through September, 1997; Vice President and
Chief Financial Officer of Smith Management company (a privately-held
investment management company) from April, 1993 through April, 1994; Vice
President Finance of Prime Hospitality Corp. ( a NYSE-listed hotel investment
and management company which filed for bankruptcy protection in September 1990
and was reorganized in July 1992) from November, 1985 through April, 1993 and
as an auditor and consultant for Ernst & Young, LLP, Certified Public
Accountants from July, 1976 through October, 1985.
Pursuant to Section 16 of the Exchange Act, the Company's Directors and
executive officers and beneficial owners of more than 10% of the Company's
common stock, par value $0.001 ("Common Stock") or warrants are required to
file certain reports, within specified time periods, indicating their holdings
of and transactions in the Common Stock and derivative securities. Based
solely on a review of such reports provided to the Company and written
representations from such persons regarding the necessity to file such
reports, the Company is not aware of any failures to file reports or report
transactions in a timely manner during the Company's fiscal year ended
December 31, 1997, except that Ms. Halvorsen and Mr. Bingham each filed one
late Form 3.
