UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A
------------------
(MARK ONE)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________________ to ______________________
Commission file number 0-28606
NUWAVE TECHNOLOGIES, INC.
(name of small business issuer in its charter)
DELAWARE 22-3387630
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
ONE PASSAIC AVENUE
FAIRFIELD, NEW JERSEY 07004
(Address of principal executive offices) (Zip Code)
(973) 882-8810
(Issuer's telephone number, including area code)
---------------------
Securities registered under Section 12(b) of
the Exchange Act:
NONE
Securities registered under Section 12(g) of
the Exchange Act:
COMMON STOCK, $.01 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 [XX] No [ ]
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained herein, and no disclosure will be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference to Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [XX]
<PAGE>
State issuer's revenues for its most recent fiscal year: $10,275
Aggregate market value of the voting stock held by non-affiliates based on the
last sale price for such stock at March 12, 1998: $23,507,750
The number of shares of Common Stock outstanding as of March 12, 1998: 5,601,819
Transitional Small Business Disclosure Format: Yes [ ] No [XX]
ii
<PAGE>
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
PRINCIPAL SHAREHOLDERS AND SECURITY OWNERSHIP OF MANAGEMENT
The table below is based on information obtained from the persons named
below with respect to the shares of Common Stock beneficially owned, as of March
12, 1998 (except as noted below), by (i) each person known by the Company to be
the owner of more than 5% of the outstanding shares of Common Stock, (ii) each
director and nominee for director, (iii) each executive officer included in the
Summary Compensation Table and (iv) all executive officers and directors of the
Company as a group.
AMOUNT AND NATURE OF PERCENTAGE OF
NAME AND ADDRESS OF BENEFICIAL OF BENEFICIAL OUTSTANDING
OWNER OWNERSHIP1 SHARES OWNED2
- ------------------------------------ ------------------------ --------------
Gerald Zarin 650,000 3 10.9%
36 Troy Drive
Short Hills, NJ 07078
Ed Bohn 28,000 4 *
322 Broadway
Pompton Lakes, NJ 07442
Lyle Gramley 28,000 5 *
12901 Three Sisters Road
Potomac, MD 20854
David Kwong 1,113,000 5, 6, 7 18.8%
13694 Fremont Pines Road
Los Altos, CA 94022
<PAGE>
Joseph A. Sarubbi 43,000 5 *
3221 S. Ocean Blvd., Suite 908
Highland Beach, FL 33487
Don Legato 30,000 8 *
2 West Close Street
Moorestown, NJ 08057
Jeremiah F. O'Brien 37,500 9 *
525 W. 236th St., #5-F
Riverdale, NY 10463
Robert Webb 70,000 1.1%
298 Stanton Mountain Rd.
Lebanon, NJ 08833
Helen Burgess 577,854 9.7%
40 E. 30th St., 10th FL.
New York, NY 10016
Prime Technology, Inc. 1,090,000 6 18.2%
2041 Mission College Blvd.
Suite 175
Santa Clara, CA 95054
Ted Wong 1,090,000 6, 10 18.2%
663 Spruce Drive
Sunnyvale, CA 94086
1,090,000 6, 11 18.2%
Rave Engineering Corporation
10930 Technology Place, Suite B
San Diego, CA 92127
All executive officers and directors as a 1,999,500 12 33.5%
group (8 persons)
* Less than 1%.
(1) The number of shares of Common Stock beneficially owned by each person
is determined under the rules of the SEC, and the information is not
necessarily indicative of beneficial ownership for any other purpose.
Under such rules, beneficial ownership includes any shares as to which
the individual has sole or shared voting power or investment power and
also any shares of Common Stock which the individual has the right to
acquire within 60 days after March 12, 1998 through the exercise of any
stock option or other right. The inclusion herein of any shares of
Common Stock deemed beneficially owned does not constitute an admission
of beneficial ownership of those shares. Unless otherwise indicated,
the persons named in the table have sole voting and investment power
with respect to all shares of Common Stock shown as beneficially owned
by them.
(2) The number of shares deemed outstanding includes shares outstanding as
of March 12, 1998 plus any shares subject to options held by the person
in question that are exercisable within 60 days after March
12, 1998.
2
<PAGE>
(3) Includes 200,000 shares that may be acquired within 60 days of March
12, 1998, upon the exercise of outstanding options.
(4) Includes 23,000 shares that may be acquired within 60 days of March 12,
1998, upon the exercise of outstanding options.
(5) Includes 8,000 shares that may be acquired within 60 days of March 12,
1998, upon the exercise of outstanding options.
(6) David Kwong, a director of the Company, and Rave (substantially all of
the stock of which is owned by the family of Randy Burnworth) each own
approximately 21.6% of Prime's stock. Ted Wong, a former director of
the Company, owns approximately 16.1% of Prime's stock. Messrs. Kwong,
Burnworth and Wong are each directors of Prime. Each of Messrs. Kwong,
Burnworth and Wong disclaim beneficial interest in the Company's Common
Stock owned by Prime.
(7) Includes 1,090,000 shares of the Company's Common Stock owned by Prime,
as to which Mr. Kwong disclaims beneficial interest. See footnote (6)
above.
(8) Includes 30,000 shares that may be acquired within 60 days of March 12,
1998, upon the exercise of outstanding options.
(9) Includes 30,000 shares that may be acquired within 60 days of March 12,
1998, upon the exercise of outstanding options. Also includes 2,500
shares that may be acquired within 60 days of March 12, 1998, upon the
exercise of outstanding warrants held by Mr. O'Brien's wife. As to
these 2,500 shares, Mr. O'Brien disclaims beneficial interest.
(10) Includes 1,090,000 shares of the Company's Common Stock owned by Prime,
as to which Mr. Wong disclaims beneficial interest. See footnote (6)
above.
(11) Includes 1,090,000 shares of the Company's Common Stock owned by Prime,
as to which Rave disclaims beneficial interest. See footnote (6) above.
(12) See footnotes (1) through (11) above.
3
<PAGE>
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
EXHIBIT DESCRIPTION
- ------- -----------
1.1* Form of Underwriting Agreement (See Exhibit 1.1 to Registration
Statement on Form SB-2 filed with the Commission on April 2, 1996).
3.1* Articles of Incorporation of the Company (Delaware) (See
Exhibit 3.1(a) to Registration Statement on Form SB-2 filed
with the Commission on April 2, 1996).
3.2* Certificate of Amendment to Articles of Incorporation of the Company
(Delaware) (See Exhibit 3.1(b) to Registration Statement on Form SB-2
filed with the Commission on April 2, 1996).
3.3* Certificate of Authority (New Jersey) (See Exhibit 3.1(c) to
Registration Statement on Form SB-2 filed with the Commission on
April 2, 1996).
3.4* Amended Certificate of Authority (New Jersey) (See Exhibit
3.1(d) to Registration Statement on Form SB-2 filed with the
Commission on April 2, 1996).
3.5* Certificate of Amendment to Articles of Incorporation of the
Company (Delaware) (See Exhibit 3.1(e) to Registration Statement on
Form SB-2 filed with the Commission on April 2, 1996).
3.6* By-Laws of the Company (See Exhibit 3.2 to Registration Statement
on Form SB-2 filed with the Commission on April 2, 1996).
4.1* Form of Common Stock Certificate (See Exhibit 4.1 to Amendment No. 2 to
Registration Statement on Form SB-2 filed with the Commission on July
3, 1996).
4.2* Form of Public Warrant Agreement between the Company, American
Stock Transfer & Trust Company and Rickel & Associates, Inc. (See
Exhibit 4.2 to Amendment No. 1 to Registration Statement on Form SB-2
filed with the Commission on May 22, 1996).
4.3* Form of Public Warrant Certificate (See Exhibit 4.3 to Amendment
No. 2 to Registration Statement on Form SB-2 filed with the Commission
on July 3, 1996).
4.4* Form of Underwriter's Warrant Agreement (including Warrant Certificate)
between the Company and Rickel & Associates (See Exhibit 4.4 to
Amendment No. 1 to Registration Statement on Form SB-2 filed with the
Commission on May 22, 1996).
4.5* Selected Dealer Agreement among Rickel & Associates, Inc. and certain
underwriters (See Exhibit 4.5 to Amendment No. 2 to Registration
Statement on Form SB-2 filed with the Commission on July 3, 1996).
5.1* Opinion of counsel to the Company concerning the legality of the
securities offered in the Company's Initial Public Offering (See
Exhibit 5.1 to
4
<PAGE>
Amendment No. 2 to Registration Statement on Form SB-2 filed with the
Commission on July 3, 1996).
5.2* Opinion of Greenberg Taurig Hoffman Lipoff Rosen & Quentel, P.A. (See
Exhibit 5.1 to Registration Statement on Form S-8 filed with the
Commission on November 12, 1997).
5.3* Opinion of counsel to the Company concerning the legality of the
securities being offered (See Exhibit 5 to Registration Statement on
Form S-3 filed with the Commission on March 8, 1998).
10.1* Restated Employment Agreement dated as of July 20, 1995 between NUWAVE
Engineering, Inc. and Gerald Zarin (See Exhibit 10.1 to Registration
Statement on Form SB-2 filed with the Commission on April 2, 1996).
10.2* Employment Agreement dated as of September 11, 1995 between NUWAVE
Engineering, Inc. and Robert I. Webb (See Exhibit 10.2 to Registration
Statement on Form SB-2 filed with the Commission on April 2, 1996).
10.3* Consulting Agreement dated as of July 18, 1995 between NUWAVE
Engineering, Inc. and Corporate Builders, L.P. (See Exhibit 10.3 to
Registration Statement on Form SB-2 filed with the Commission on April
2, 1996).
10.4* Letter Agreement dated as of November 22, 1995 between NUWAVE
Technologies, Inc. and Rickel & Associates, Inc. (See Exhibit 10.5 to
Registration Statement on Form SB-2 filed with the Commission on April
2, 1996).
10.5* 1996 Performance Incentive Plan (See Exhibit 10.6 to Registration
Statement on Form SB-2 filed with the Commission on April 2, 1996).
10.6* Exclusive Worldwide License Agreement dated as of July 21, 1995 between
NUWAVE Engineering, Inc. and Rave Engineering Corporation (See Exhibit
10.7 to Registration Statement on Form SB-2 filed with the Commission
on April 2, 1996).
10.7* Development Agreement dated as of July 21, 1995 between NUWAVE
Engineering, Inc. and Rave Engineering Corporation (See Exhibit 10.8 to
Registration Statement on Form SB-2 filed with the Commission on April
2, 1996).
10.8* Exclusive Agency Agreement dated as of July 21, 1995 between NUWAVE
Engineering, Inc. and Prime Technology, Inc. (See Exhibit 10.9 to
Registration Statement on Form SB-2 filed with the Commission on April
2, 1996).
10.9* Assignment dated as of July 21, 1995 between NUWAVE Engineering, Inc.,
Prime Technology, Inc. and Rave Engineering Corporation (See Exhibit
10.10 to Registration Statement on Form SB-2 filed with the Commission
on April 2, 1996).
10.10* Shareholders' Agreement dated as of July 21, 1995 (See Exhibit 10.11 to
Registration Statement on Form SB-2 filed with the Commission on April
2, 1996).
5
<PAGE>
10.11* Finder's Agreement dated as of September 1, 1995 among NUWAVE
Technologies, Inc., Prime Technology, Inc. and Harvest Technologies,
Inc. (See Exhibit 10.12 to Registration Statement on Form SB-2 filed
with the Commission on April 2, 1996).
10.12* Finder's Agreement dated as of January 16, 1996 among NUWAVE
Engineering, Inc., Prime Technology, Inc. and Jay Vahl (See Exhibit
10.13 to Registration Statement on Form SB-2 filed with the Commission
on April 2, 1996).
10.13* Option Agreement for the Purchase of Common Stock dated as of July 17,
1995 between NUWAVE Engineering, Inc. and Jeremiah F. O'Brien (See
Exhibit 10.14 to Registration Statement on Form SB-2 filed with the
Commission on April 2, 1996).
10.14* Option Agreement for the Purchase of Common Stock dated as of September
11, 1995 between NUWAVE Engineering, Inc. and Robert I. Webb (See
Exhibit 10.15 to Registration Statement on Form SB-2 filed with the
Commission on April 2, 1996).
10.15* Option Agreement for the Purchase of Common Stock dated as of November
9, 1995 between NUWAVE Engineering, Inc. and Lyle E. Gramley (See
Exhibit 10.16 to Registration Statement on Form SB-2 filed with the
Commission on April 2, 1996).
10.16* Option Agreement for Purchase of Common Stock dated as of March 1, 1996
between NUWAVE Technologies, Inc. and Jeremiah F. O'Brien (See Exhibit
10.17 to Registration Statement on Form SB-2 filed with the Commission
on April 2, 1996).
10.17* Option Agreement for Purchase of Common Stock dated as of July 20, 1995
between NUWAVE Technologies, Inc. and Gerald Zarin (See Exhibit 10.18
to Registration Statement on Form SB-2 filed with the Commission on
April 2, 1996).
10.18* Option Agreement for Purchase of Common Stock dated as of March 1, 1996
between NUWAVE Technologies, Inc. and Joseph A. Sarubbi (See Exhibit
10.19 to Registration Statement on Form SB-2 filed with the Commission
on April 2, 1996).
10.19* Option Agreement for Purchase of Common Stock dated as of March 1, 1996
between NUWAVE Technologies, Inc. and Ed Bohn (See Exhibit 10.20 to
Registration Statement on Form SB-2 filed with the Commission on April
2, 1996).
10.20* Shareholder's Agreement dated as of July 17, 1995 between NUWAVE
Engineering, Inc. and its Common Stockholders (See Exhibit 10.21 to
Registration Statement on Form SB-2 filed with the Commission on April
2, 1996).
10.21* Form of Subscription Agreement between NUWAVE Engineering, Inc. and its
Series A Preferred Stockholders through August 1995 (See Exhibit 10.22
to Registration Statement on Form SB-2 filed with the Commission on
April 2, 1996).
6
<PAGE>
10.22* Loan and Stock Purchase Agreement dated as of December 15, 1995
between NUWAVE Engineering, Inc. and Helen Burgess (See Exhibit 10.23
to Registration Statement on Form SB-2 filed with the Commission on
April 2, 1996).
10.23* Form of Indemnification Agreement between the Company and its
directors, dated as of January 31, 1996 (See Exhibit 10.24 to
Registration Statement on Form SB-2 filed with the Commission on April
2, 1996).
10.24* Form of Note entered into between the Company and the Initial Bridge
Investor relating to the Initial Bridge Financing (See Exhibit 10.25 to
Registration Statement on Form SB-2 filed with the Commission on April
2, 1996).
10.25* Form of 10% Promissory Note delivered by the Company in connection with
the private placement of 80 Units (the "Private Placement Bridge"),
each unit consisting of an unsecured 10% non-negotiable promissory
note in the amount of $25,000 and 5,000 shares of Common Stock of the
Company, during February and March of 1996 (See Exhibit 10.26 to
Registration Statement on Form SB-2 filed with the Commission on April
2, 1996).
10.26* Form of Securities Registration Rights Agreement entered into between
the Company and the purchasers of Common Stock in the Private Placement
(See Exhibit 10.27 to Registration Statement on Form SB-2 filed with
the Commission on April 2, 1996).
10.27* Form of Registration Rights Agreement entered into between Company and
the purchasers of its Series A Preferred Stock (See Exhibit 10.28 to
Registration Statement on Form SB-2 filed with the Commission on April
2, 1996).
10.28* Form of Lock-up letter between the Company and certain holders of its
Common Stock (See Exhibit 10.29 to Registration Statement on Form SB-2
filed with the Commission on April 2, 1996).
10.29* Lease Letter Agreement between the Company and Simon, Sarver &
Rosenberg dated July 28, 1995 (See Exhibit 10.30 to Registration
Statement on Form SB-2 filed with the Commission on April 2, 1996).
10.30* Guaranty executed by the Company as of October 13, 1995 in
connection with Standard Industrial Net Lease between Collins Tech RB
and Rave Engineering, Inc. (See Exhibit 10.31 to Registration Statement
on Form SB-2 filed with the Commission on April 2, 1996).
10.31* Amendment to Employment Agreement dated as of September 11, 1995
between NUWAVE Engineering, Inc. and Robert I. Webb dated June 3, 1996
(See Exhibit 10.32 to Amendment No. 2 to Registration Statement on Form
SB-2 filed with the Commission on July 3, 1996).
10.32* Financial Consulting Agreement between Prime Technology, Inc. and
Ernest Chu dated January 15, 1995 (See Exhibit 10.33 to Amendment No. 2
to Registration Statement on Form SB-2 filed with the Commission on
July 3, 1996).
7
<PAGE>
10.33* Letter Agreement concerning the Gaming Technology among the Company,
Rave Engineering Corp. and Prime Technology, Inc. dated March 24, 1997
(See Exhibit 10.34 to Annual Report filed with the Commission on April
30, 1997).
10.34* Non-Employee Director Stock Option Plan (See Exhibit 10.1 to Current
Report on Form 8-K filed with the Commission on June 6, 1997).
10.35* Form of Incentive Stock Option Agreement (See Exhibit 4.3 to
Registration Statement on Form S-8 filed with the Commission on
November 12, 1997).
10.36* Form of Non-Employee Director Stock Option Agreement (See Exhibit 4.4
to Registration Statement on Form S-8 filed with the Commission on
November 12, 1997).
10.37* Form of Non-Qualified Stock Option Agreement covering options not
granted under either the 1996 Performance Incentive Plan or the
Non-Employee Director Stock Option Plan (See Exhibit 4.5 to
Registration Statement on Form S-8 filed with the Commission on
November 12, 1997).
10.38* Registration Rights Agreement, dated February 6, 1998, between NuWave
Technologies, Inc. and ProFutures Special Equities Fund, L.P. (See
Exhibit 4.1 to Current Report on Form 8-K filed with the Commission on
February 18, 1998).
10.39* Private Securities Subscription Agreement, dated as of February 6,
1998, between NuWave Technologies, Inc. and ProFutures Special Equities
Fund, L.P. (See Exhibit 10.1 to Current Report on Form 8-K filed with
the Commission on February 18, 1998).
10.40* Warrant, dated February 6, 1998, executed by NuWave Technologies, Inc.
in favor of ProFutures Special Equities Fund, L.P., to purchase up to
50,000 shares of Common Stock, par value $.01 per share, of NuWave
Technologies, Inc. (See Exhibit 10.2 to Current Report on Form 8-K
filed with the Commission on February 18, 1998).
10.41* Component Purchase Agreement, dated December 31, 1997, between Thomson
Consumer Electronics, Inc. and NuWave Technologies, Inc. (See
Exhibit 10.41 to Annual Report on Form 10-KSB filed with the Commission
on March 25, 1998).
10.42* Letter Agreement, dated March 3, 1998, between NuWave Technologies,
Inc. and Janssen/Meyers Associates, L.P. (See Exhibit 10.42 to Annual
Report on Form 10-KSB filed with the Commission on March 25, 1998).
10.43* Warrant, dated March 3, 1998, executed by NuWave Technologies, Inc. in
favor of Janssen/Meyers Associates, L.P., to purchase up to 400,000
shares of Common Stock, par value $.01 per share, of NuWave
Technologies, Inc. (See Exhibit 10.43 to Annual Report on Form 10-KSB
filed with the Commission on March 25, 1998).
10.44* Letter Agreement, dated December 3, 1997, between NuWave Technologies,
Inc. and Lippert/Heilshorn & Associates, Inc. (See Exhibit 10.44 to
Annual Report on Amendment to Form 10-KSB filed with the Commission on
April 2, 1998).
10.45* Option Agreement, dated December 9, 1997, between NuWave Technologies,
Inc. and Lippert/Heilshorn & Associates, Inc. (See Exhibit 10.45 to
Annual Report on Amendment to Form 10-KSB filed with the Commission on
April 2, 1998).
10.46* First Amendment to Restated Employment Agreement, dated December 9,
1997, between NuWave Technologies, Inc. and Gerald Zarin (See Exhibit
10.46 to Annual Report on Amendment to Form 10-KSB filed with the
Commission on April 2, 1998).
16.1* Letter from Coopers & Lybrand L.L.P. to the Commission dated February
16, 1998 (See Exhibit 16.1 to Current Report on Form 8-K filed with the
Commission on February 18, 1998).
23.1** Consent of Coopers & Lybrand L.L.P.
27.1* Financial Date Schedule (See Exhibit 27.1 to Annual Report on
Form 10-KSB filed with the Commission on March 25, 1998).
8
<PAGE>
* The exhibits thus designated are incorporated herein by reference as
exhibits hereto. Following the description of such exhibits is a reference
to the copy of the exhibit heretofore filed with the Commission, to which
there have been no amendments or changes.
** Filed herewith.
(b) REPORTS ON FORM 8-K:
None.
9
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this amended report to be
signed on its behalf by the undersigned, thereunto duly authorized.
NUWAVE TECHNOLOGIES, INC.
(Registrant)
Date: April 9, 1998 By: /s/ Gerald Zarin
------------------------------------
Gerald Zarin
Chairman of the Board, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this amended report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ Gerald Zarin President, Chief Executive April 9, 1998
- ----------------------------
Gerald Zarin Officer and Chairman of
the Board (Principal
Executive Officer)
/s/ Jeremiah F. O'Brien Chief Financial Officer and April 9, 1998
- ----------------------------
Jeremiah F. O'Brien Secretary (Principal
Financial Officer and
Accounting Officer)
/s/ Ed Bohn Director April 9, 1998
- ----------------------------
Ed Bohn
/s/ Lyle Gramley Director April 9, 1998
- ----------------------------
Lyle Gramley
/s/ David Kwong Director April 9, 1998
- ----------------------------
David Kwong
/s/ Joseph A. Sarubbi Director April 9, 1998
- -----------------------------
Joseph A. Sarubbi
10
<PAGE>
EXHIBIT INDEX
Exhibit Page
Number Description Number
- ------ ----------- ------
1.1* Form of Underwriting Agreement (See Exhibit 1.1 to
Registration Statement on Form SB-2 filed with the Commission
on April 2, 1996).
3.1* Articles of Incorporation of the Company (Delaware) (See
Exhibit 3.1(a) to Registration Statement on Form SB-2 filed
with the Commission on April 2, 1996).
3.2* Certificate of Amendment to Articles of Incorporation of the
Company (Delaware) (See Exhibit 3.1(b) to Registration
Statement on Form SB-2 filed with the Commission on April 2,
1996).
3.3* Certificate of Authority (New Jersey) (See Exhibit 3.1(c) to
Registration Statement on Form SB-2 filed with the Commission
on April 2, 1996).
3.4* Amended Certificate of Authority (New Jersey) (See Exhibit
3.1(d) to Registration Statement on Form SB-2 filed with the
Commission on April 2, 1996).
3.5* Certificate of Amendment to Articles of Incorporation of the
Company (Delaware) (See Exhibit 3.1(e) to Registration
Statement on Form SB-2 filed with the Commission on April 2,
1996).
3.6* By-Laws of the Company (See Exhibit 3.2 to Registration
Statement on Form SB-2 filed with the Commission on April 2,
1996).
4.1* Form of Common Stock Certificate (See Exhibit 4.1 to
Amendment No. 2 to Registration Statement on Form SB-2 filed
with the Commission on July 3, 1996).
4.2* Form of Public Warrant Agreement between the Company,
American Stock Transfer & Trust Company and Rickel &
Associates, Inc. (See Exhibit 4.2 to Amendment No. 1 to
Registration Statement on Form SB-2 filed with the Commission
on May 22, 1996).
4.3* Form of Public Warrant Certificate (See Exhibit 4.3 to
Amendment No. 2 to Registration Statement on Form SB-2 filed
with the Commission on July 3, 1996).
4.4* Form of Underwriter's Warrant Agreement (including Warrant
Certificate) between the Company and Rickel & Associates (See
Exhibit 4.4 to Amendment No. 1 to Registration Statement on
Form SB-2 filed with the Commission on May 22, 1996).
4.5* Selected Dealer Agreement among Rickel & Associates, Inc. and
certain underwriters (See Exhibit 4.5 to Amendment No. 2 to
11
<PAGE>
Registration Statement on Form SB-2 filed with the Commission
on July 3, 1996).
5.1* Opinion of counsel to the Company concerning the legality of
the securities offered in the Company's Initial Public
Offering (See Exhibit 5.1 to Amendment No. 2 to Registration
Statement on Form SB-2 filed with the Commission on July 3,
1996).
5.2* Opinion of Greenberg Taurig Hoffman Lipoff Rosen & Quentel,
P.A. (See Exhibit 5.1 to Registration Statement on Form S-8
filed with the Commission on November 12, 1997).
5.3* Opinion of counsel to the Company concerning the legality of
the securities being offered (See Exhibit 5 to Registration
Statement on Form S-3 filed with the Commission on March 8,
1998).
10.1* Restated Employment Agreement dated as of July 20, 1995
between NUWAVE Engineering, Inc. and Gerald Zarin (See
Exhibit 10.1 to Registration Statement on Form SB-2 filed
with the Commission on April 2, 1996).
10.2* Employment Agreement dated as of September 11, 1995 between
NUWAVE Engineering, Inc. and Robert I. Webb (See Exhibit 10.2
to Registration Statement on Form SB-2 filed with the
Commission on April 2, 1996).
10.3* Consulting Agreement dated as of July 18, 1995 between NUWAVE
Engineering, Inc. and Corporate Builders, L.P. (See Exhibit
10.3 to Registration Statement on Form SB-2 filed with the
Commission on April 2, 1996).
10.4* Letter Agreement dated as of November 22, 1995 between NUWAVE
Technologies, Inc. and Rickel & Associates, Inc. (See Exhibit
10.5 to Registration Statement on Form SB-2 filed with the
Commission on April 2, 1996).
10.5* 1996 Performance Incentive Plan (See Exhibit 10.6 to
Registration Statement on Form SB-2 filed with the Commission
on April 2, 1996).
10.6* Exclusive Worldwide License Agreement dated as of July 21,
1995 between NUWAVE Engineering, Inc. and Rave Engineering
Corporation (See Exhibit 10.7 to Registration Statement on
Form SB-2 filed with the Commission on April 2, 1996).
10.7* Development Agreement dated as of July 21, 1995 between
NUWAVE Engineering, Inc. and Rave Engineering Corporation
(See Exhibit 10.8 to Registration Statement on Form SB-2
filed with the Commission on April 2, 1996).
10.8* Exclusive Agency Agreement dated as of July 21, 1995 between
NUWAVE Engineering, Inc. and Prime Technology, Inc. (See
Exhibit 10.9 to Registration Statement on Form SB-2 filed
with the Commission on April 2, 1996).
12
<PAGE>
10.9* Assignment dated as of July 21, 1995 between NUWAVE
Engineering, Inc., Prime Technology, Inc. and Rave
Engineering Corporation (See Exhibit 10.10 to Registration
Statement on Form SB-2 filed with the Commission on April 2,
1996).
10.10* Shareholders' Agreement dated as of July 21, 1995 (See
Exhibit 10.11 to Registration Statement on Form SB-2 filed
with the Commission on April 2, 1996).
10.11* Finder's Agreement dated as of September 1, 1995 among NUWAVE
Technologies, Inc., Prime Technology, Inc. and Harvest
Technologies, Inc. (See Exhibit 10.12 to Registration
Statement on Form SB-2 filed with the Commission on April 2,
1996).
10.12* Finder's Agreement dated as of January 16, 1996 among NUWAVE
Engineering, Inc., Prime Technology, Inc. and Jay Vahl (See
Exhibit 10.13 to Registration Statement on Form SB-2 filed
with the Commission on April 2, 1996).
10.13* Option Agreement for the Purchase of Common Stock dated as of
July 17, 1995 between NUWAVE Engineering, Inc. and Jeremiah
F. O'Brien (See Exhibit 10.14 to Registration Statement on
Form SB-2 filed with the Commission on April 2, 1996).
10.14* Option Agreement for the Purchase of Common Stock dated as of
September 11, 1995 between NUWAVE Engineering, Inc. and
Robert I. Webb (See Exhibit 10.15 to Registration Statement
on Form SB-2 filed with the Commission on April 2, 1996).
10.15* Option Agreement for the Purchase of Common Stock dated as of
November 9, 1995 between NUWAVE Engineering, Inc. and Lyle E.
Gramley (See Exhibit 10.16 to Registration Statement on Form
SB-2 filed with the Commission on April 2, 1996).
10.16* Option Agreement for Purchase of Common Stock dated as of
March 1, 1996 between NUWAVE Technologies, Inc. and Jeremiah
F. O'Brien (See Exhibit 10.17 to Registration Statement on
Form SB-2 filed with the Commission on April 2, 1996).
10.17* Option Agreement for Purchase of Common Stock dated as of
July 20, 1995 between NUWAVE Technologies, Inc. and Gerald
Zarin (See Exhibit 10.18 to Registration Statement on Form
SB-2 filed with the Commission on April 2, 1996).
10.18* Option Agreement for Purchase of Common Stock dated as of
March 1, 1996 between NUWAVE Technologies, Inc. and Joseph A.
Sarubbi (See Exhibit 10.19 to Registration Statement on Form
SB-2 filed with the Commission on April 2, 1996).
10.19* Option Agreement for Purchase of Common Stock dated as of
March 1, 1996 between NUWAVE Technologies, Inc. and Ed Bohn
(See Exhibit 10.20 to Registration Statement on Form SB-2
filed with the Commission on April 2, 1996).
13
<PAGE>
10.20* Shareholder's Agreement dated as of July 17, 1995 between
NUWAVE Engineering, Inc. and its Common Stockholders (See
Exhibit 10.21 to Registration Statement on Form SB-2 filed
with the Commission on April 2, 1996).
10.21* Form of Subscription Agreement between NUWAVE Engineering,
Inc. and its Series A Preferred Stockholders through August
1995 (See Exhibit 10.22 to Registration Statement on Form
SB-2 filed with the Commission on April 2, 1996).
10.22* Loan and Stock Purchase Agreement dated as of December 15,
1995 between NUWAVE Engineering, Inc. and Helen Burgess (See
Exhibit 10.23 to Registration Statement on Form SB-2 filed
with the Commission on April 2, 1996).
10.23* Form of Indemnification Agreement between the Company and its
directors, dated as of January 31, 1996 (See Exhibit 10.24 to
Registration Statement on Form SB-2 filed with the Commission
on April 2, 1996).
10.24* Form of Note entered into between the Company and the Initial
Bridge Investor relating to the Initial Bridge Financing (See
Exhibit 10.25 to Registration Statement on Form SB-2 filed
with the Commission on April 2, 1996).
10.25* Form of 10% Promissory Note delivered by the Company in
connection with the private placement of 80 Units (the
"Private Placement Bridge"), each unit consisting of an
unsecured 10% non- negotiable promissory note in the amount
of $25,000 and 5,000 shares of Common Stock of the Company,
during February and March of 1996 (See Exhibit 10.26 to
Registration Statement on Form SB-2 filed with the Commission
on April 2, 1996).
10.26* Form of Securities Registration Rights Agreement entered into
between the Company and the purchasers of Common Stock in the
Private Placement (See Exhibit 10.27 to Registration
Statement on Form SB-2 filed with the Commission on April 2,
1996).
10.27* Form of Registration Rights Agreement entered into between
Company and the purchasers of its Series A Preferred Stock
(See Exhibit 10.28 to Registration Statement on Form SB-2
filed with the Commission on April 2, 1996).
10.28* Form of Lock-up letter between the Company and certain
holders of its Common Stock (See Exhibit 10.29 to
Registration Statement on Form SB-2 filed with the Commission
on April 2, 1996).
10.29* Lease Letter Agreement between the Company and Simon, Sarver
& Rosenberg dated July 28, 1995 (See Exhibit 10.30 to
Registration Statement on Form SB-2 filed with the Commission
on April 2, 1996).
14
<PAGE>
10.30* Guaranty executed by the Company as of October 13, 1995 in
connection with Standard Industrial Net Lease between Collins
Tech RB and Rave Engineering, Inc. (See Exhibit 10.31 to
Registration Statement on Form SB-2 filed with the Commission
on April 2, 1996).
10.31* Amendment to Employment Agreement dated as of September 11,
1995 between NUWAVE Engineering, Inc. and Robert I. Webb
dated June 3, 1996 (See Exhibit 10.32 to Amendment No. 2 to
Registration Statement on Form SB-2 filed with the Commission
on July 3, 1996).
10.32* Financial Consulting Agreement between Prime Technology, Inc.
and Ernest Chu dated January 15, 1995 (See Exhibit 10.33 to
Amendment No. 2 to Registration Statement on Form SB-2 filed
with the Commission on July 3, 1996).
10.33* Letter Agreement concerning the Gaming Technology among the
Company, Rave Engineering Corp. and Prime Technology, Inc.
dated March 24, 1997 (See Exhibit 10.34 to Annual Report
filed with the Commission on April 30, 1997).
10.34* Non-Employee Director Stock Option Plan (See Exhibit 10.1 to
Current Report on Form 8-K filed with the Commission on June
6, 1997). 10.35* Form of Incentive Stock Option Agreement
(See Exhibit 4.3 to Registration Statement on Form S-8 filed
with the Commission on November 12, 1997).
10.36* Form of Non-Employee Director Stock Option Agreement (See
Exhibit 4.4 to Registration Statement on Form S-8 filed with
the Commission on November 12, 1997).
10.37* Form of Non-Qualified Stock Option Agreement covering options
not granted under either the 1996 Performance Incentive Plan
or the Non-Employee Director Stock Option Plan (See Exhibit
4.5 to Registration Statement on Form S-8 filed with the
Commission on November 12, 1997).
10.38* Registration Rights Agreement, dated February 6, 1998,
between NuWave Technologies, Inc. and ProFutures Special
Equities Fund, L.P. (See Exhibit 4.1 to Current Report on
Form 8-K filed with the Commission on February 18, 1998).
10.39* Private Securities Subscription Agreement, dated as of
February 6, 1998, between NuWave Technologies, Inc. and
ProFutures Special Equities Fund, L.P. (See Exhibit 10.1 to
Current Report on Form 8-K filed with the Commission on
February 18, 1998).
10.40* Warrant, dated February 6, 1998, executed by NuWave
Technologies, Inc. in favor of ProFutures Special Equities
Fund, L.P., to purchase up to 50,000 shares of Common Stock,
par value $.01 per share, of NuWave Technologies, Inc. (See
Exhibit
15
<PAGE>
10.2 to Current Report on Form 8-K filed with the Commission
on February 18, 1998).
10.41* Component Purchase Agreement, dated December 31, 1997,
between Thomson Consumer Electronics, Inc. and NuWave
Technologies, Inc. (See Exhibit 10.41 to Annual
Report on Form 10-KSB filed with the Commission on March 25, 1998).
10.42* Letter Agreement, dated March 3, 1998, between NuWave
Technologies, Inc. and Janssen/Meyers Associates, L.P.
(See Exhibit 10.42 to Annual Report on Form 10-KSB filed with the
Commission on March 25, 1998).
10.43* Warrant, dated March 3, 1998, executed by NuWave
Technologies, Inc. in favor of Janssen/Meyers Associates,
L.P., to purchase up to 400,000 shares of Common Stock, par
value $.01 per share, of NuWave Technologies, Inc. (See Exhibit 10.43
to Annual Report on Form 10-KSB filed with the Commission on
March 25, 1998).
10.44* Letter Agreement, dated December 3, 1997, between NuWave Technologies,
Inc. and Lippert/Heilshorn & Associates, Inc. (See Exhibit 10.44 to
Annual Report on Amendment to Form 10-KSB filed with the Commission on
April 2, 1998).
10.45* Option Agreement, dated December 9, 1997, between NuWave Technologies,
Inc. and Lippert/Heilshorn & Associates, Inc. (See Exhibit 10.45 to
Annual Report on Amendment to Form 10-KSB filed with the Commission on
April 2, 1998).
10.46* First Amendment to Restated Employment Agreement, dated December 9,
1997, between NuWave Technologies, Inc. and Gerald Zarin (See Exhibit
10.46 to Annual Report on Amendment to Form 10-KSB filed with the
Commission on April 2, 1998).
16.1* Letter from Coopers & Lybrand L.L.P. to the Commission dated
February 16, 1998 (See Exhibit 16.1 to Current Report on Form
8-K filed with the Commission on February 18, 1998).
23.1** Consent of Coopers & Lybrand L.L.P.
27.1* Financial Date Schedule (See Exhibit 27.1 to Annual
Report on Form 10-KSB filed with the Commission on March 25, 1998).
* The exhibits thus designated are incorporated herein by reference as
exhibits hereto. Following the description of such exhibits is a reference
to the copy of the exhibit heretofore filed with the Commission, to which
there have been no amendments or changes.
** Filed herewith.
16
<PAGE>
NUWAVE TECHNOLOGIES, INC.
(A Development Stage Enterprise)
Index to Financial Statements
Page(s)
-------
Report of Independent Accountants................................... F-2-F-3
Balance Sheet as of December 31, 1997............................... F-4
Statements of Operations for the years ended December 31, 1996
and December 31, 1997 and for the cumulative period
from July 17, 1995 (inception) to December 31, 1997............ F-5
Statements of Stockholders' Equity for cumulative period from
July 17, 1995 (inception) to December 31, 1997.................. F-6-F-7
Statements of Cash Flows for the years ended December 31, 1996
and December 31, 1997 and for the cumulative period from
July 17, 1995 (inception) to December 31, 1997................. F-8-F-9
Notes to Financial Statements....................................... F-10-F-23
F-1
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
Board of Directors and Stockholders
NUWAVE Technologies, Inc.
Fairfield, New Jersey
We have audited the accompanying balance sheet of NUWAVE Technologies,
Inc. (a development stage enterprise) as at December 31, 1997, and the related
statements of operations, changes in stockholders' equity and cash flows for the
year ended December 31, 1997 and the amounts for such year included in the
period from July 17, 1995 (inception) to December 31, 1997. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements enumerated above present
fairly, in all material respects, the financial position of NUWAVE Technologies,
Inc. at December 31, 1997, and the results of its operations and its cash flows
for the year ended December 31, 1997 and the amounts for such year included in
the cumulative amounts for the period from July 17, 1995 (inception) to December
31, 1997, in conformity with generally accepted accounting principles.
/s/ Richard A. Eisner & Company, LLP
Richard A. Eisner & Company, LLP
Florham Park, New Jersey
March 3, 1998
F-2
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholders of
NUWAVE Technologies, Inc.:
We have audited the accompanying statement of operations, stockholder's equity
and cash flows of NUWAVE Technologies, Inc. (a development stage enterprise) for
the period from July 17, 1995 (inception) to December 31, 1996 included in the
cumulative amounts for the period from July 17, 1995 (inception) to December 31,
1997, and for the year ended December 31, 1996. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts or disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the results of operations and cash flows of NUWAVE
Technologies, Inc. for the period from July 17, 1995 (inception) to December 31,
1996 included in the cumulative amounts for the period from July 17, 1995
(inception) to December 31, 1997, and for the year ended December 31, 1996, in
conformity with generally accepted accounting principles.
/s/ Coopers & Lybrand LLP
New York, New York
March 26, 1997
F-3
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this annual report on Form
10-KSB/A of our report dated March 26, 1997, on our audits of the statements of
operations, stockholders' equity and cash flows of NuWave Technologies, Inc. (a
development stage company) for the period from July 17, 1995 (inception) to
December 31, 1996 included in the cumulative amounts for the period from July
17, 1995 (inception) to December 31, 1997, and for the year ended December 31,
1996, appearing in the registration statement on Form S-3 (File No. 333-47249)
of NuWave Technologies, Inc. filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933.
/s/ Coopers & Lybrand L.L.P.
New York, New York
April 8, 1998.
