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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-KSB/A
(Mark One)
[ X ] AMENDMENT NO. 1 TO ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
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Commission file number 1-11743
MICROLEAGUE MULTIMEDIA, INC.
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(Name of Small Business Issuer In Its Charter)
Pennsylvania 23-2563090
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(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
1001 Millersville Road, Lancaster, PA 17604
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(Address of Principal Executive Offices) (Zip Code)
(717) 872-6567
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(Issuer's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Name on Each Exchange
Title of Each Class on Which Registered
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Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $.01 par value
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(Title of Class)
Warrants to purchase Common Stock
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(Title of Class)
Check whether the Issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act 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 NO X
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Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this form, and no disclosure will 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-KSB
or any amendment to this Form 10-KSB [X]
[Cover page 1 of 2 pages]
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State the Issuer's revenues for its most recent fiscal year. $4,087,037
State the aggregate market value of the voting stock held by
non-affiliates computed by reference to the price at which the stock was sold,
or the average of the bid and asked prices of such stock, as of a specified date
within the past 60 days. (See definition of affiliate in Rule 12b-2 of the
Exchange Act.) $8,283,359 based on the closing price of such voting stock as
reported on the National Association of Securities Dealers SmallCap System on
April 25, 1997.
State the number of shares outstanding of each of the Issuer's classes
of common equity, as of the latest practicable date. 4,544,670 as of April 25,
1997.
The undersigned Registrant hereby amends Part III of its Annual Report
on Form 10-KSB for the fiscal year ended December 31, 1996 as set forth in the
pages attached hereto.
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MICROLEAGUE MULTIMEDIA, INC.
Form 10-KSB/A
INDEX
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Page
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PART III
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Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance with
Section 16(a) of the Exchange Act................................................................... 1
Item 10. Executive Compensation................................................................................. 3
Item 11. Security Ownership of Certain Beneficial Owners and Management......................................... 4
Item 12. Certain Relationships and Related Transactions......................................................... 5
Item 13. Exhibits, List and Reports on Form 8-K................................................................ 8
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PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act
The executive officers and Directors of the Company are as follows:
<TABLE>
<CAPTION>
Name Age Positions with the Company
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Neil B. Swartz 35 Chairman of the Board, Chief Executive Officer and Director
Ruly R. Carpenter III 56 Director
Donald Gleklen 60 Director
Michael Golden 53 Director
W. Thacher Longstreth 76 Director
Carl Shaifer 65 Director
Wayne Weisman 41 Director
Frederick H. Light 51 Executive Vice President
Peter Flanagan 30 Vice President and Chief Financial Officer
David Holt 40 Senior Vice President of Development
</TABLE>
The Company's Directors are divided into three classes with one class
being elected by the shareholders each year. The terms of the current Directors
will expire as follows: Messrs. Swartz and Weisman in 1997, Messrs. Shaifer,
Golden and Carpenter in 1998 and Messrs. Longstreth and Gleklen in 1999. There
are no family relationships between any of the Directors or executive officers
of the Company.
Mr. Swartz has served as Chief Executive Officer and as a Director of
the Company since August 1989. Mr. Swartz served as President of the Company
from 1989 through 1994 and has served as Chairman of the Company since 1994.
From 1987 to 1989, Mr. Swartz served as President and Chief Executive Officer of
Progressive Office Services, Inc., an accounting leasing firm which he founded
in 1987. Prior to 1987, Mr. Swartz served as an accountant with Arthur Andersen
and Peat Marwick & Mitchell. Mr. Swartz received a B.S. degree from
Northeastern University and he is a member of the American Institute of
Certified Public Accountants and Pennsylvania Institute of Certified Public
Accountants.
Mr. Carpenter, III has been a Director of the Company since 1989. Mr.
Carpenter is the former President and majority owner of the Philadelphia
Phillies including the 1980 World Champion team. Since 1989 Mr. Carpenter has
been a private investor. Mr. Carpenter currently serves as a director of the
University of Delaware Board of Trustees.
Mr. Gleklen has been a Director of the Company since 1994. Since 1994,
he has been the President of Jocard Financial Services, Inc., a private merchant
banking firm. Mr. Gleklen was the Managing Partner of Brobyn Capital Partners, a
venture capital firm, during 1994. From 1985 to 1994, Mr. Gleklen was the Senior
Vice President of Corporate Development of MEDIQ, Inc. Mr. Gleklen received his
B.A. degree
1
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from Cornell University in 1958 and received his J.D. degree from Columbia
University School of Law in 1963. Mr. Gleklen currently serves as a director of
Lason Inc., Nutramax Products, Inc., New West Eyeworks, Inc. and Gandalf
Technologies, Inc.
Mr. Golden has been a Director of the Company since April 1997. Mr.
Golden has served as Chairman and Chief Executive Officer of First Colonial
Securities Group, Inc. ("First Colonial") since 1989. Mr. Golden holds a B.A.
degree from Temple University. Mr. Golden currently serves as a director of
Carnegie Bank.
Mr. Longstreth has been a Director of the Company since 1989. Since
1984, Mr. Longstreth has served as a Philadelphia City Councilman. Mr.
Longstreth was President of the Philadelphia Chamber of Commerce from 1964 to
1983. Mr. Longstreth currently serves as director emeritus of Tasty Baking
Company, Inc., and as a director of Delaware Group of Funds and HealthCare
Services Group, Inc.
Mr. Shaifer has been a Director of the Company since 1989 and was an
employee of the Company from 1994 until October 1996. Mr. Shaifer served as
President of The Winchell Company of Philadelphia from 1972 to 1985 and as
Chairman from 1985 to 1994. Mr. Shaifer received his A.B. degree from Princeton
University and his MBA from the Wharton Graduate Division of the University of
Pennsylvania.
Mr. Weisman has been a Director of the Company since March 1997. Mr.
Weisman has served as Managing Director of SCP Private Equity Partners, L.P., a
private equity fund sponsored by Safeguard Scientifics, Inc. since August 1996.
Mr. Weisman also serves as Managing Director of Churchill Investment Partners,
Inc. and as Vice President and Director of CIP Capital Management, Inc. From
1992 to 1994, Mr. Weisman served as Executive Vice President of Affinity
Biotech, Inc., a healthcare technology company. Mr. Weisman received his B.A.
degree from the University of Pennsylvania in 1978 and a J.D. degree from
University of Michigan Law School in 1982.
Mr. Light has been Executive Vice President of the Company since March
1997. Prior thereto, Mr. Light served the Company as Vice President from January
1995 until April 1996 and as Senior Vice President from April 1996 until March
1997. Prior to joining the Company Mr. Light was president and owner of APBA. He
served as Executive Vice President of APBA from 1972 until 1992, and served as
President from 1992 through 1995. Mr. Light holds a B.A. degree from Ursinus
College.
Mr. Flanagan has been Vice President and Chief Financial Officer of the
Company since December 1995. Before joining the Company, he served as Chief
Financial Officer and Controller of Seaboard Automotive, Inc. from 1993 to 1995.
From 1988 to 1993, Mr. Flanagan was a certified public accountant with Coopers
and Lybrand. Mr. Flanagan received his B.S. Degree from Babson College.
Mr. Holt joined the Company as Senior Vice President of Development in
October 1996 in connection with the acquisition of Micro Sports, Inc. ("Micro
Sports"). Mr. Holt founded Micro Sports in 1985 and served as President of Micro
Sports from 1985 until October 1996.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and Directors and persons who own more than ten percent of
the Company's Common Stock to file reports of ownership and changes in ownership
with the Securities and Exchange Commission and the National Association of
Securities Dealers, Inc. Officers, Directors and greater than ten percent owners
are required by the Securities and Exchange Commission regulations to furnish
the Company with copies of all Section 16(a) forms they file.
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Based solely on the Company's review of the copies of such forms
received by it, the Company believes that, during the fiscal year ended December
31, 1996, its officers, Directors and greater than ten percent owners complied
with all applicable filing requirements.
Item 10. Executive Compensation
The following Summary Compensation Table sets forth the cash
compensation and certain other components of the compensation received by Neil
B. Swartz, the Chairman and Chief Executive Officer of the Company, and John
Ferretti, former President, Chief Operating Officer and Secretary of the
Company, during the fiscal year ended December 31, 1996 and for each of the
fiscal years ended December 31, 1995 and 1994.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
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(a) (b) (c) (d) (e) (g)
Other Securities
Name and Fiscal Annual Underlying
Principal Position(2) Year Salary Bonus Compensation Options/SARs
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<S> <C> <C> <C> <C> <C>
Neil B. Swartz 1996 $140,000 $36,000 $5,136 (3)
Chairman and Chief 1995 80,755
Executive Officer 1994 52,801 59,513 (4)
John Ferretti (5) 1996 90,000 21,000 6,488 (3)
(former President, Chief 1995 80,755
Operating Officer and Secretary) 1994 21,915
</TABLE>
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1 Pursuant to SEC rules, columns (f), (h) and (i) have been omitted because
neither of the named executive officers received such form of compensation
for the periods reported.
2 No executive officer of the Company other than Mr. Swartz and Mr. Ferretti
earned in excess of $100,000 during 1996.
3 Represents an automobile allowance paid to such executive in 1996.
4 Consists of presently exercisable options to purchase 59,513 shares of
Common Stock at an exercise price of $1.55 per share expiring July 1, 2000.
5 Mr. Ferretti resigned as President, Chief Operating Officer and Secretary,
and as a Director, in March 1997.
Employment Agreements
Effective as of January 1, 1996, the Company entered into employment
agreements with Neil Swartz and John Ferretti, both for a three year term,
pursuant to which Mr. Swartz serves as Chairman of the Board of Directors and
Chief Executive Officer of the Company and Mr. Ferretti, prior to his March 1997
resignation, served as President, Chief Operating Officer and Secretary.
Compensation payable to Mr. Swartz is $140,000 annually while Mr. Ferretti was
paid $90,000 on the same terms. Subject to Board approval, Mr. Swartz is
eligible to receive a bonus of up to one-half of his annual salary payable no
later than April 15 of any calendar year. There are no objective criteria
specified in Mr. Swartz's employment
3
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agreement with regard to the determination of the amount, if any, of bonus to be
paid. The amount of any bonus to be paid will be at the discretion of the Board
of Directors. In March 1997, Mr. Ferretti resigned as President, Chief Operating
Office and Secretary of the Company, and as a Director. He continues to manage
the Company's printing operations. See "Certain Relationships and Related
Transactions."
Compensation of Directors
Members of the Company's Board of Directors receive no compensation for
their service on the Company's Board of Directors. At the Company's 1997 Annual
Meeting of Shareholders scheduled for July 1997, the Company intends to request
shareholder approval for a Directors' Stock Option Plan. If approved, members of
the Board of Directors will be compensated through option grants pursuant to
such plan.
Mr. Gleklen, a member of the Company's Board of Directors, provides
certain consulting services to the Company and its management. For such
services, Mr. Gleklen receives $2,500 per month.
Item 11. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth, as of the date of this Report, the
number of shares of Common Stock beneficially owned: (i) by each Director of the
Company, (ii) each person who is known by the Company to beneficially own 5% or
more of the outstanding shares of Common Stock, (iii) the Chief Executive
Officer of the Company, and (iv) all of the Company's executive officers and
Directors as a group.
<TABLE>
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Amount and Nature of Percentage of
Name and Address of Beneficial Owner (1) Beneficial Ownership (3) Outstanding Shares Owned
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Neil B. Swartz (2).......................... 628,196 13.64%
Ruly R. Carpenter, III...................... 596,140 13.11%
W. Thacher Longstreth (3)................... 395,301 8.65%
Melanie Hopkins (4)......................... 395,301 8.65%
Carl Shaifer (5)............................ 369,226 7.98%
Kathryn G. Shaifer (6)...................... 369,226 7.98%
John Ferretti (7)........................... 277,200 6.01%
Wayne Weisman (8)........................... 282,020 6.03%
Donald Gleklen (9).......................... 163,992 3.52%
Michael Golden (10)......................... 86,500 1.87%
M.S. Investments Holdings, Ltd. (11)........ 308,882 6.80%
All executive officers and Directors as a
group (10 persons) (12) (2) (3) (5) (8) (9) 2,694,735 53.32%
</TABLE>
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*Less than 1%
(1) Unless otherwise noted, the Company believes that all persons named in the
table have sole voting and investment power with respect to all shares of
Common Stock beneficially owned by them. Each beneficial owner's percentage
ownership is determined by assuming that options or warrants that are held
by such person (but not those held by any other person) and which are
exercisable within 60 days of the date of this Amendment No. 1 to Annual
Report on Form 10-KSB have been exercised. The address for Neil B. Swartz,
John Ferretti, Kathryn G. Shaifer and Carl Shaifer is 750 Dawson Drive,
Road, Delaware Industrial Park, Newark, Delaware 17604. The address for
Ruly R. Carpenter, III is Powder Mill Square, Suite 204, 3844 Kennett Pike,
Greenville, Delaware 19807. The address for W. Thacher Longstreth is City
Hall, Room 594, Philadelphia, Pennsylvania 19107.
4
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The address for Melanie Hopkins is 1108 Rittenhouse, 210 West Rittenhouse
Square, Philadelphia, Pennsylvania 19103. The address for Wayne Weisman is
c/o CIP Capital LP, 435 Devon Park Drive, Building 200, Wayne, PA 19087.
The address for Donald Gleklen is c/o Jocard Financial Services, 980 Jolly
Road, Blue Bell, Pennsylvania 19422. The address for Michael Golden is
17151 Mandy Lynn Court, Boca Raton, FL 33496. The address for M. S.
Investments Holdings, Ltd. is 4/F, Galuxe Building, 8-10 On Lan Street,
Central, Hong Kong.
(2) Includes 59,513 shares of Common Stock issuable upon the exercise of option
at a price of $1.55 per share.
(3) The amount shown for Mr. Longstreth includes (a) 370,173 shares owned by
Mr. Longstreth and Ms. Hopkins as joint tenants with rights of survivorship
("JTWRS") and (b) 25,128 shares of Common Stock issuable upon the exercise
of options at a price of $2.84 per share.
(4) The amount shown for Ms. Hopkins includes (a) 370,173 shares, referred to
above in footnote 3, and owned by Mr. Longstreth and Ms. Hopkins as JTWRS
and (b) 25,128 shares of Common Stock issuable upon the exercise of options
at a price of $2.84 per share.
(5) Includes (a) 79,351 shares of Common Stock issuable upon the exercise of
options at a price of $2.84 per share and (b) 209,787 shares, referred to
below in footnote 6, and owned by Mr. Shaifer's wife.
(6) Includes (a) 79,351 shares of Common Stock issuable upon the exercise of
options at a price of $2.84 per share, referred to above in footnote 5, and
owned by Ms. Shaifer's husband and (b) 80,088 shares of Common Stock owned
by Ms. Shaifer's husband.
(7) Includes 66,126 shares of Common Stock issuable upon the exercise of
options at a price of $1.55 per share.
(8) Consists of (a) 145,936 shares of Common Stock, (b) 68,042 shares of Common
Stock issuable upon the exercise of options at a price of $7.46 per share
and (c) 68,042 shares of Common Stock issuable upon exercise of options at
a price of $8.95 per share. All of such securities are held by CIP Capital
L.P. Mr. Weisman is a shareholder of one of the limited partners of CIP
Capital L.P. Mr. Weisman disclaims beneficial ownership of such securities.
(9) Includes (a) 29,095 shares of Common Stock issuable upon the exercise of
options at a price of $2.84 per share and (b) 89,931 shares of Common Stock
issuable upon exercise of warrants exercisable at a price of $1.68 per
share.
(10) Includes (a) 33,000 shares of Common Stock issuable upon the exercise of
warrants at a price of $7.41 per share and, (b) 2,000 shares of Common
Stock issuable upon the exercise of warrants at a price of $6.27 per share
and (c) 41,000 shares of Common Stock exercisable upon exercise of
warrants to purchase Common Stock at a price of $0.13 per warrant.
(11) Consists of 308,882 shares of Common Stock issued in connection with the
Company's acquisition of assets of Micro Sports, Inc.
(12) Includes shares of Common Stock beneficially owned by Mr. Light, an
executive officer of the Company.
Item 12. Certain Relationships and Related Transactions
Set forth below is a description concerning transactions which may not
otherwise be described herein by and between the Company and/or its affiliates
and other persons or entities affiliated with the Company or its affiliates. The
Company is of the view that each of such transactions was on terms no less
favorable to the Company than would otherwise have been available to the Company
in transactions with unaffiliated third parties, if available at all.
5
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Effective August 25, 1993, Keith Carpenter, a significant shareholder
of the Company, guaranteed a loan to the Company by the Delaware Economic
Development Authority in the principal amount of $100,000, payable over three
years at a rate of interest of 4.8%. At December 31, 1996, the loan was repaid
in full.
On January 1, 1995, the Company acquired substantially all of the
assets and assumed the liabilities of APBA. In the transaction, the Company
issued three promissory notes in the principal amounts of $175,000, $100,000 and
$37,783, respectively, each convertible upon certain events of default at a rate
of $2.08 of principal and accrued interest into one share of Common Stock. These
promissory notes were assigned by APBA to Frederick H. Light, Executive Vice
President of the Company and sole shareholder of APBA. On March 17, 1995, Mr.
Light converted the $175,000 promissory note into 84,112 shares of Common Stock.
On February 15, 1996, Mr. Light converted the remaining outstanding balance of
the $31,728 promissory note and accrued interest of $3,800 into 17,038 shares of
Common Stock. As of April 25, 1996, the remaining outstanding balance on the
$100,000 promissory note was $50,000 plus interest, which accrues at 10% per
annum. The remaining balance of $50,000 on the note is expected to be converted
to Common Stock.
Simultaneously with the closing of its APBA acquisition, the Company
entered into a ten-year lease with APBA for 21,800 square feet of office space.
Rent is payable monthly by the Company at a rate of $3,272 per month plus taxes,
insurance and utilities. Effective January 1, 1995, the Company received an
option to acquire the leased premises at the then mutually agreed fair market
value. Also simultaneously with that closing, Mr. Light entered into an
employment agreement with the Company for a term of 15 years for an annual
salary of $80,000 and a noncompetition agreement for a term of seven years under
which the Company pays him consideration of $3,118 per month. See "Executive
Compensation-Employment Agreements."
The Company granted options to purchase 48,140 shares of Common Stock
at an exercise price of $2.08 per share to Mr. Light on January 1, 1995 in
connection with his employment agreement with the Company. In April 1997, Mr.
Light exercised 24,070 of such options. The remaining options expire thirty days
after satisfaction of the remaining $50,000 balance on the promissory note
discussed above.
In February 1995, the Company entered into a term loan agreement with
PNC Bank for a principal amount of $50,000 at the bank's prime rate of interest
plus 2% per annum. The term of the loan is four years and it is guaranteed by
John Ferretti and Neil Swartz. At December 31, 1996, $27,083 remained
outstanding under this loan agreement.
In March 1995, Interactive Multimedia Limited Partnership, a Delaware
limited partnership (the "Partnership"), loaned the Company $212,500 pursuant to
the terms of a promissory note (the "Note"). The general partner of the
Partnership is Interactive Multimedia, Inc., a Delaware corporation ("IMI"), in
which Neil B. Swartz, the Chairman, Chief Executive Officer and a director of
the Company, has a 50% ownership interest. IMI, as the general partner, has a 1%
interest in the Partnership, subject to increase up to 75% upon the occurrence
of certain events. The Partnership was formed to acquire a 5% ownership interest
in the executable code (excluding source code, artwork, computer graphics and
statistical analog) of two of the Company's computer software applications,
Sports Illustrated presents MicroLeague Baseball Version 6.0 and Blood Bowl (the
"Technology Applications"), to grant an exclusive worldwide license to the
Company with respect to its ownership interest, and provide short-term debt
financing to the Company in an aggregate amount of $212,500. The Partnership was
not otherwise involved in the development of the products. To secure the Note,
the Company executed a security agreement in favor of the Partnership for the
Company's interest in each of the Technology Applications and its worldwide
license of the Partnership's interest in each of the Technology Applications.
The Note provided for interest at the rate of 7% per annum and a maturity of
three years. The Partnership was entitled to royalties equal to 10% of the net
cash proceeds from Sports Illustrated presents MicroLeague Baseball Version 6.0
and Blood Bowl, and these royalties were credited
6
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against interest payments on the Note. Following the Company's initial public
offering ("Public Offering"), the Company repaid the Note in full. The
Partnership then applied the proceeds of such repayment to redeem all
outstanding Partnership interests, after which the Partnership was dissolved.
IMI received no payment for the termination of its interest as the general
partner in the Partnership. Carl Shaifer, a director and significant shareholder
of the Company, invested $12,500 in the Partnership and thereby acquired a .5%
interest in the net cash proceeds from sales of the products. Mr. Shaifer
received approximately $15,050 upon the redemption of his interest and the
termination of the Partnership.
In April 1995, the Company entered into an agreement with Mr.
Longstreth, a director of the Company and a significant shareholder of the
Company, and Ms. Melanie Hopkins, a significant shareholder of the Company
pursuant to which the Company borrowed from Mr. Longstreth and Ms. Hopkins
$13,000 and $12,000, respectively. The notes evidencing such loans accrue
interest at the rate of 7% per annum, and principal and accrued interest is
payable in full three years from the date of execution of the notes. The Company
agreed to pay Mr. Longstreth and Ms. Hopkins an aggregate of 1% of net cash
receipts received by the Company from sales of Sports Illustrated presents
MicroLeague Baseball Version 6.0 and Blood Bowl, which amounts will be applied
to payment of the notes. Mr. Longstreth and Ms. Hopkins received approximately
$13,904 and $12,648, respectively, in connection with the redemption of these
notes and the termination of the related royalty interests.
Early in June 1995, in consideration for obtaining and managing the
printing business for the Company from an unaffiliated customer of the Company,
the Company paid $127,000 to Carl Shaifer. The payment consisted of $64,500 in
cash (of which $12,500 was used to purchase the interest in the Partnership
described above) and a promissory note in the principal amount of $62,500. On
June 30, 1995, the Company entered into an exchange agreement with Mr. Shaifer
in which the Company issued 30,057 shares of Common Stock valued at $2.08 per
share to Mr. Shaifer in exchange for the promissory note. Mr. Shaifer has agreed
that if he terminates his consulting relationship with the Company during the
three-year period of the contract, he will remit on a pro rata basis any
unearned compensation.
In August 1995, the Company granted certain stock options to five
individuals, including Donald Gleklen, Carl Shaifer, W. Thacher Longstreth,
directors and significant shareholders of the Company, and Melanie Hopkins
(another significant shareholder). These options were granted in exchange for
guarantees by these individuals of a term note issued by the Company to PNC
Bank, N.A. in connection with the acquisition of Ablesoft. An aggregate of
185,152 options were granted proportionally to the amount of debt guaranteed by
each individual. Each option entitles the holder to purchase one share of Common
Stock of the Company at an exercise price of $2.84 per share for an aggregate
exercise price of $525,832. These options will expire in August 2000.
In December 1995, the Company sold to Carl Shaifer, 77,588 shares of
the Company's Common Stock. The Common Stock was sold at an aggregate price of
$220,001.
In May 1996, First Colonial, an investment banking firm which Michael
Golden serves as Chairman and Chief Executive Officer, acted as underwriter in
connection with the Public Offering of 1,173,000 units, each unit consisting of
one share of Common Stock and one Common Stock purchase warrant. In
consideration for such services, First Colonial received (i) warrants to
purchase up to 102,000 shares of Common Stock and 102,000 redeemable warrants
exercisable at a price of $7.41 per share, exercisable over a four year period
commencing May 23, 1997 and (ii) an expense allowance equal to three percent of
the aggregate proceeds of the Public Offering.
On March 18, 1997, the Company's Board of Directors approved the
disposition of the Company's commercial printing business to John Ferretti, the
Company's former President, Chief Operating Officer and a former Director of the
Company. Completion of the transaction is subject to the negotiation and
execution of definitive documentation and other closing documents and
satisfaction of certain closing conditions.
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On April 6, 1997, the Company accepted a proposal from First Colonial,
pursuant to which First Colonial has agreed to act as placement agent to offer
on a best efforts basis up to $2,000,000 of convertible preferred stock of the
Company. As consideration for such services to the Company, First Colonial will
be entitled to receive a commission equal to ten percent of the proceeds from
such offering and an expense allowance equal to three percent of the proceeds
from such offering.
Historically, the Company has not had a formal mechanism for addressing
potential conflicts of interest. However, management of the Company believes
that the terms of the related party transactions set forth above are consistent
with terms that would have been negotiated in an arms-length transaction with an
independent third party. In the future, the Company will not enter into any
transactions with officers, directors, five percent or greater shareholders or
other affiliates unless the transactions (i) are approved by a majority of its
independent directors (or, if there are no independent directors, a majority of
disinterested directors), (ii) are for bona fide business purposes, and (iii)
are on terms no less favorable to the Company than could be obtained from an
independent third party.
Item 13. Exhibits, List and Reports on Form 8-K
(a) Financial Statements:
None
(b) Reports on Form 8-K
None
(c) Exhibits
(21.1) List of Subsidiaries.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act
of 1934, the Registrant has duly caused this Amendment No. 1 to Form 10-KSB to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Lancaster, Commonwealth of Pennsylvania.
MICROLEAGUE MULTIMEDIA, INC.
By: /s/ Neil B. Swartz
-----------------------------------------
Neil B. Swartz, Chairman, Chief Executive
Officer and Director
<PAGE>
EXHIBIT INDEX
Exhibit No.
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21.1 List of Subsidiaries
<PAGE>
EXHIBIT 21.1
LIST OF SUBSIDIARIES
Jurisdiction
Name of Incorporation
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Ablesoft, Inc. Virginia
REP Acquisition Corporation Delaware
REP Holdings Company, Inc. (d/b/a Rabbit Ears) Delaware
