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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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, 1998
Commission file number is 0-27604
PICK COMMUNICATIONS CORP.
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(Exact Name of Registrant as Specified in its Charter)
Nevada 75-2107261
(State or other jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or jurisdiction)
155 Route 46 West, Wayne, New Jersey 07470
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (973) 812-7425
Securities registered under Section 12(b) of the Exchange Act: None Securities
registered under Section 12(g) of the Exchange Act:
Common Stock. $0.001 par value
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 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. [X] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation 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.[ ]
The aggregate market value of the 18,985,662 shares of voting stock held by
non-affiliates of the Registrant as of April 14, 1999 was $35,598,116 (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
$0.001 per share, as of April 14, 1999, was 43,367,335.
Documents incorporated by reference: None.
Explanatory Note: This amendment is being filed to include Exhibits 23.1 and
23.2 to the Registrant's Form 10-K for the fiscal year ended December 31, 1998.
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PART IV
Item 14: Exhibits, Financial Statement Schedules and Reports of Form 8-K.
(a) 1. Financial Statements Page
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Reports of Certified Public Accountants F-1
Consolidated Balance Sheets at December 31, 1998 and 1997 F-3
Consolidated Statements of Operations for the Years Ended
December 31, 1998, 1997 and 1996 F-4
Consolidated Statement of Stockholders' Equity for the Years Ended
December 31, 1998, 1997 and 1996 F-5
Consolidated Statements of Cash Flows for the Years Ended
December 31, 1998, 1997 and 1996 F-6
Notes to Consolidated Financial Statements F-8
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(a) 3. Exhibits
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3.1 Amended Articles of Incorporation (1)
3.2. By-Laws(2)
4.1 Form of Warrant Agreement between Registrant and certain
holders of warrants(3)
4.2 Form of Note issued by the Registrant to the Noteholders in the July
Bridge Loan
4.3 Form of Note issued by the Registrant to the Noteholders in the July
Bridge Loan, as amended
4.4 Form of Warrant issued by the Registrant to the Noteholders in the July
Bridge Loan
4.5 Form of Warrant issued by the Registrant to the Noteholders in the July
Bridge Loan as amended 10.1 Distributor Agreement, dated February 11,
1988, between the Registrant and Blackstone Calling Card. Inc. (the
"Blackstone Agreement") (3)
10.2 Amendment dated April 13, 1998 to the Blackstone Agreement (3)
10.3 Amendment dated April 27, 1998 to the Blackstone Agreement (3)
10.4 Reciprocal Telecommunications Agreement, dated December 4, 1997,
between Pick Net, Inc, and Gulfsat Communications Company (the
"Gulfsat Agreement") (3)
10.5 Amendment, dated March 7, 1998, to the Gulfsat Agreement (3)
10.6 Promissory Note, dated April 2, 1998, between the Registrant and
Wolfson Equities (3)
10.7 Letter Agreement, dated April 2, 1998, between the Registrant and
Wolfson Equities (3)
10.8 Reciprocal Telecommunications Agreement, dated November 11, 1996
between Pick Net, Inc. and IDT Corporation (the "IDT Agreement") (3)
10.9 Amendment, dated November 11, 1996, to the IDT Agreement (3)
10.10 Promissory Note, dated February 12, 1998 between Pick Net, Inc. and IDT
Corporation (3)
10.11 Form of Lease Agreement between Telecommunications Finance Group and
PICK Communications, Corp. (3)
10.12 Employment Agreement, dated September 28, 1998 between Diego Leiva and
the Registrant.
21.1 Subsidiaries of the Registrant (1)
23.1 Consent of Durland & Company, CPAs, P.A.*
23.2 Consent of Goldstein Golub Kessler LLP*
27.1 Financial Data Schedule
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*Filed with this Amendment.
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(1) Incorporated herein by reference from Exhibits to Registrant's Annual
Report on Form 10-K for the year ended December 31, 1996.
(2) Incorporated herein by reference from Exhibits to Registrant's Form 10.
(3) Incorporated herein by reference from Exhibits to Registrant's Annual
Report on Form 10-K for the year ended December 31, 1997.
(b) Reports on Form 8-K
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The Company filed a Current Report on Form 8-K on September 16, 1998
reporting an event under Item 4.
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SIGNATURES
Pursuant to the requirements of Section l3 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereto duly authorized.
PICK COMMUNICATIONS CORP.
Dated: May 11, 1999 By /s/ Diego Leiva
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Diego Leiva,
Chairman of the Board
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed by the following persons on behalf of the Registrant in the
capacities and on the dates stated:
Signature Title Date
/s/ Diego Leiva Chairman of the Board and Director May 11, 1999
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Diego Leiva
/s/ Thomas M. Malone Chief Executive Officer (Principal May 11, 1999
- ---------------------- Executive Officer)
Thomas M. Malone
/s/ James H. Season Vice President and Chief Financial May 11, 1999
- ---------------------- Officer (Principal Financial Officer)
James H. Season
/s/ Robert R. Sams Director
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Robert R. Sams
/s/ Ricardo Maranon Director May 11, 1999
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Ricardo Maranon
Director May 11, 1999
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John Tydeman
/s/ Alberto M. Delgado Director May 11, 1999
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Alberto M. Delgado
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Exhibit 23.1
To the Board of Directors
PICK Communications Corp.
We consent to incorporation by reference in the registration statement No.
333-20573 on Form S-8 of PICK Communication Corp. of our report dated April 29,
1998, relating to the consolidated balance sheets of PICK Communications Corp.
and subsidiaries as of December 31, 1998, and the related statements of
operations, changes in stockholders' equity and cash flows for the years ended
December 31, 1997 and 1996, which report appears in the December 31, 1998 Form
10-K of PICK Communications Corp.
/s/ Durland & Company, CPAs, P.A.
Durland & Company
Palm Beach, Florida
April 30, 1999
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Exhibit 23.2
INDEPENDENT AUDITOR'S CONSENT
To the Board of Directors
PICK Communications Corp.
We hereby consent to incorporation by reference in the Registration Statement
(No. 333-20573) on Form S-8 of PICK Communication Corp. of our report dated
March 5, 1999, except for portions of Notes 13 and 17, as to which the date is
March 26, 1999, and Notes 6 and 16, as to which the date is April 28, 1999
related to the consolidated balance sheet of PICK Communications Corp. and
Subsidiaries as of December 31, 1998, and the related consolidated statements of
operations, stockholders' deficiency, and cash flows for the year ended December
31, 1998, which report appears in the December 31, 1998 annual report on Form
10-K of PICK Communications Corp.
/s/ Goldstein Golub Kessler LLP
GOLDSTEIN GOLUB KESSLER LLP
New York, New York
May 6, 1999
