<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
[X] Annual report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the Fiscal Year ended December 31, 1997
or
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from __________ to
__________
COMMISSION FILE NUMBER: 0-20937
PHOENIX INTERNATIONAL LTD., INC.
(Exact name of registrant in its charter)
Florida 59-3171810
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
500 International Parkway, Heathrow, Florida 32746
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code): (407) 548-5100
Securities registered pursuant to Section 12(b) of the Act:
None None
(Title of each class) (Name of each exchange on
which registered)
Securities registered pursuant to
Section 12(g) of the Act:
Common Stock, $0.01 Par Value Per Share
(Title of class)
Indicate by check mark whether the Registrant: (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
--- ---
Indicate by check mark if disclosure of delinquent filers in response 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. [X]
The estimated aggregate market value of the voting stock held by non-affiliates
of the Registrant, based upon the closing sale price of Common Stock on March
13, 1998, as reported on the Nasdaq Stock Market's National Market, was
approximately $111,852,000. As of March 13, 1998, the Registrant had outstanding
5,557,879 shares of Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the 1997 Annual Report to Shareholders of the Registrant are
incorporated by reference in Part II of this Form 10-K, and portions of the
Proxy Statement for the Registrant's 1998 Annual Meeting of Shareholders to be
held on May 8, 1998 are incorporated by reference in Part III of this Form 10-K.
<PAGE> 2
INDEX OF FORM 10-K/A
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Page
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PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K........3
</TABLE>
2
<PAGE> 3
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(b) Exhibits
2.1 Agreement of Merger and Amalgamation Proposal by and among the Company,
Hampton Resources Limited, PSL Acquisition Limited, Brian Lee Thomas
and Elizabeth Carolyn Swanston, dated May 15, 1997 (incorporated by
reference to Exhibit 2.1 of the Company's Current Report on Form 8-K,
filed with the Securities and Exchange Commission on May 29, 1997, File
No. 0-20937).
3.1 Amended and Restated Articles of Incorporation as amended by the
Articles of Amendment to Amended and Restated Articles of Incorporation
as filed with the Secretary of State of Florida on May 28, 1997
(incorporated by reference to Exhibit 3.1 of the Company's Registration
Statement on Form S-1 (Registration No. 333-31415), as declared
effective by the Securities and Exchange Commission on August 13, 1997
(the "1997 Registration Statement")).
3.2 Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2
of the Company's Form 10-Q dated August 14, 1996, File No. 0-20937 (the
"Second Quarter 1996 10-Q")).
4.1 See Exhibits 3.1 and 3.2 for provisions of the Amended and Restated
Articles of Incorporation and Amended and Restated Bylaws defining the
rights of the holders of Common Stock of the Company.
10.1 Phoenix International Ltd., Inc. 1995 Employee Stock Option Plan,
effective as of March 18, 1995 (incorporated by reference to Exhibit
10.12 of the Company's Registration Statement on Form S-1 (Registration
No. 33-03355), as declared effective by the Securities and Exchange
Commission on July 1, 1996 (the "1996 Registration Statement").*
10.2 Amendment, dated May 24, 1996, to the Phoenix International Ltd., Inc.
1995 Employee Stock Option Plan, effective March 18, 1995 (incorporated
by reference to Exhibit 10.43 of the 1996 Registration Statement).*
10.3 Phoenix International Ltd., Inc. 1995 Employee Stock Option Plan,
effective as of October 21, 1995 (the "October Plan") (incorporated by
reference to Exhibit 10.13 of the 1996 Registration Statement).*
10.4 Amendment, dated May 24, 1996, to the October Plan (incorporated by
reference to Exhibit 10.44 of the 1996 Registration Statement).*
10.5 Second Amendment, dated as of January 24, 1997, to the October Plan
(incorporated by reference to Exhibit 4.1 of the Company's Registration
Statement on Form S-8, as filed with the Securities and Exchange
Commission on December 31, 1996 and as amended by the Company's
Registration Statement on Form S-8, as filed July 3, 1997 (the "Form
S-8").*
10.6 Revised Form of Stock Option Agreement for the October Plan
(incorporated by reference to Exhibit 10.45 of the 1996 Registration
Statement).*
3
<PAGE> 4
10.7 Phoenix International Ltd., Inc. 1996 Director Stock Option Plan
(incorporated by reference to Exhibit 10.46 of the 1996 Registration
Statement).*
10.8 Form of Stock Option Agreement under the Phoenix International Ltd.,
Inc. 1996 Director Stock Option Plan (incorporated by reference to
Exhibit 4.7 of the Form S-8).*
10.9 Form of the Company's Director Indemnity Agreement (incorporated by
reference to Exhibit 10.47 of the 1996 Registration Statement).
10.10 Employment Agreement by and between the Company and Bahram Yusefzadeh,
dated December 28, 1995 (incorporated by reference to Exhibit 10.14 of
the 1996 Registration Statement).*
10.11 First Amendment to Employment Agreement by and between the Company and
Bahram Yusefzadeh, dated May 22, 1996 (incorporated by reference to
Exhibit 10.15 of the 1996 Registration Statement).*
10.12 Employment Agreement by and between the Company and Ralph Reichard,
dated December 18, 1995 (incorporated by reference to Exhibit 10.16 of
the 1996 Registration Statement).*
10.13 First Amendment to Employment Agreement by and between the Company and
Ralph Reichard, dated May 22, 1996 (incorporated by reference to
Exhibit 10.17 of the 1996 Registration Statement).*
10.14 Employment Agreement by and between the Company and Clay E.
Scarborough, dated May 23, 1996 (incorporated by reference to Exhibit
10.18 of the 1996 Registration Statement).*
10.15 Employment Agreement by and between the Company and Michael R. Newes,
dated April 12, 1996 (incorporated by reference to Exhibit 10.19 of the
1996 Registration Statement).*
10.16 Employment Agreement by and between the Company and Harold C. Boughton,
dated June 3, 1996 (incorporated by reference to Exhibit 10.1 of the
Second Quarter 1996 10-Q).*
10.17 Employment Agreement by and between the Company and Raju M. Shivdasani,
dated July 15, 1996 (incorporated by reference to Exhibit 10.2 of the
Second Quarter 1996 10-Q).*
10.18 Form of Employee Confidentiality Agreement (incorporated by reference
to Exhibit 10.19 of the Company's Annual Report on Form 10-K for the
year ended December 31, 1996, File No. O-20937) (the "1996 10-K")).
10.19 Form of Promissory Note for employee loans from the Company
(incorporated by reference to Exhibit 10.54 of the 1996 Registration
Statement).
10.20 Form of Stock Pledge and Security Agreement for employee loans from the
Company (incorporated by reference to Exhibit 10.55 of the 1996
Registration Statement).
10.21 OEM Software License Agreement, dated June 30, 1995, between the
Company and Gupta Corporation (incorporated by reference to Exhibit
10.26 of the 1996 Registration Statement).+
4
<PAGE> 5
10.22 Value Added Remarketer Agreement, dated October 13, 1993, between the
Company and Sybase, Inc. (incorporated by reference to Exhibit 10.27 of
the 1996 Registration Statement).+
10.23 Software License Agreement between the Company and Unisys Corporation,
dated March 16, 1996 (incorporated by reference to Exhibit 10.28 of the
1996 Registration Statement).+
10.24 First Amendment to Software License Agreement between the Company and
Unisys Corporation, dated December 27, 1996 (incorporated by reference
to Exhibit 10.25 of the 1996 10-K).+
10.25 Second Amendment to Software License Agreement between the Company and
Unisys Corporation, dated June 30, 1997 (incorporated by reference to
Exhibit 10.27 of the 1997 Registration Statement). +
10.26 General Agreement for Strategic Relationship between the Company and
Hewlett-Packard Company, dated April 30, 1993 (incorporated by
reference to Exhibit 10.29 of the 1996 Registration Statement).+
10.27 Form of Software License Agreement (incorporated by reference to
Exhibit 10.30 of the 1996 Registration Statement).+
10.28 Form of International Software License Agreement (incorporated by
reference to Exhibit 10.31 of the 1996 Registration Statement).+
10.29 Form of Disaster Recovery Service Agreement (incorporated by reference
to Exhibit 10.32 of the 1996 Registration Statement).+
10.30 Form of Software Deposit Agreement (incorporated by reference to
Exhibit 10.33 of the 1996 Registration Statement).+
10.31 Form of Confidentiality and Non-Disclosure Agreement (incorporated by
reference to Exhibit 10.34 of the 1996 Registration Statement).
10.32 Form of Confidentiality Agreement (incorporated by reference to Exhibit
10.35 of the 1996 Registration Statement).
10.33 Form of Mutual Non-Disclosure Agreement (incorporated by reference to
Exhibit 10.36 of the 1996 Registration Statement).
10.34 Form of Confidentiality/Non-Disclosure Agreement Remitting Access to
System Documentation and Data Files for Data Conversion (incorporated
by reference to Exhibit 10.37 of the 1996 Registration Statement).
10.35 Form of Phoenix International Ltd., Inc. Confidentiality Agreement
(incorporated by reference to Exhibit 10.38 of the 1996 Registration
Statement).
10.36 The Principal Financial Group Prototype for Savings Plans (401k), as
amended, and the Group Annuity Contract for the Company (incorporated
by reference to Exhibit 10.41 of the 1996 Registration Statement).*
5
<PAGE> 6
10.37 Remarketing Agreement and Support Authorization, dated as of April 22,
1996, between the Company and Computer Systems Associates (Nigeria)
Limited (incorporated by reference to Exhibit 10.42 of the 1996
Registration Statement) (the "CSA Agreement").+
10.38 Lease Agreement, dated September 11, 1996, between the Company and 500
International Parkway Development Company (incorporated by reference to
Exhibit 10.1 of the Company's Form 10-Q, dated November 5, 1996, File
No. 0-20937).
10.39 Cooperative Marketing Agreement, dated September 5, 1996, between the
Company and The Netcomm Group, Inc. (incorporated by reference to
Exhibit 10.42 of the 1996 10-K).+
10.40 Cooperative Marketing Agreement, dated October 2, 1996, between the
Company and ISC Financial Systems, Inc. (incorporated by reference to
Exhibit 10.43 of the 1996 10-K).+
10.41 Stock Purchase Agreement, dated March 5, 1997, between the Company and
Dyad Corporation (incorporated by reference to Exhibit 10.44 of the
1996 10-K).+
10.42 License and Distribution Agreement, dated March 5, 1997, between the
Company and Dyad Corporation (incorporated by reference to Exhibit
10.45 of the 1996 10-K).+
10.43 License and Marketing Agreement, dated November 26, 1997, between the
Company and Integrated Financial Services, Inc. (incorporated by
reference to Exhibit 10.46 of the 1996 10-K).+
10.44 Form of Software License Agreement used in connection with the CSA
Agreement (incorporated by reference to Exhibit 10.47 of the 1996
10-K).
10.45 Addendum to Lease Agreement, dated March 17, 1997, between the Company
and 500 International Parkway Development Company (incorporated by
reference to Exhibit 10.1 of the Company's Form 10-Q, dated May 8,
1997, File No. 0-20937 (the "First Quarter 1997 10-Q")).
10.46 Cooperative Marketing Agreement, dated March 26, 1997, between the
Company and International Turnkey Systems (incorporated by reference to
Exhibit 10.2 of the First Quarter 1997 10-Q). +
10.47 Cooperative Marketing Agreement, dated June 28, 1997, between the
Company and Siemens Nixdorf Informationssyteme AG (incorporated by
reference to Exhibit 10.49 of the 1997 Registration Statement). +
10.48 Cooperative Marketing Agreement, dated March 31, 1997, between the
Company and ERAS JV (incorporated by reference to Exhibit 10.50 of the
1997 Registration Statement).+
10.49 Cooperative Marketing Agreement, dated April 16, 1997, between the
Company and Advanced Financial Systems, Inc. (incorporated by reference
to Exhibit 10.51 of the 1997 Registration Statement).+
10.50 Software License and Development Agreement, dated December 31, 1997,
between the Company and Intercept Systems, Inc. (incorporated by
reference to Exhibit 10.50 of the
6
<PAGE> 7
Company's Annual Report on Form 10-K for year ended December 31, 1997,
dated March 18, 1998, File No.0-20937 (the "1997 10-K")).
13.1 Registrant's 1997 Annual Report to Shareholders. Except for portions of
said Annual Report incorporated herein by reference, the Annual Report
is furnished for the information of the Commission and is not deemed
filed herewith. (incorporated by reference to Exhibit 13.1 of the 1997
10-K).
21.1 Subsidiaries of the Company (incorporated by reference to Exhibit 21.1
of the 1997 Registration Statement).
23.1 Consent of Ernst & Young LLP. (incorporated by reference to Exhibit
23.1 of the 1997 10-K).
24.1 Power of Attorney (incorporated by reference to Exhibit 24.1 of the
1997 10-K).
27.1 Financial Data Schedule (for Commission purposes only) (incorporated by
reference to Exhibit 27.1 of the 1997 10-K).
27.2 Restated Financial Data Schedule (for Commission purposes only).
27.3 Restated Financial Data Schedule (for Commission purposes only).
27.4 Restated Financial Data Schedule (for Commission purposes only).
- ---------------
+ Confidential treatment previously granted for portions of such exhibit.
* This agreement is a compensatory plan or arrangement required to be
filed as an exhibit to this Form 10-K pursuant to Item 14(c).
7
<PAGE> 8
SIGNATURES
Pursuant to the requirements of Section 13 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.
Phoenix International Ltd., Inc.
April 20, 1998 By: /s/ Bahram Yusefzadeh
- ------------------------------ -----------------------------------------
Date Bahram Yusefzadeh
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Exchanges Act of 1934,
this Report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
<TABLE>
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SIGNATURES TITLE DATE
- ---------- ----- ----
<S> <C> <C>
/s/ Bahram Yusefzadeh Chairman of the Board and April 20, 1998
- ------------------------------ Chief Executive Officer
Bahram Yusefzadeh (principal executive officer)
* Chief Financial Officer April 20, 1998
- ------------------------------ (principal financial and
Clay E. Scarborough accounting officer)
* President, Chief Operating April 20, 1998
- ------------------------------ Officer and Director
Raju M. Shivdasani
* Director April 20, 1998
- ------------------------------
Ruann F. Ernst
* Director April 20, 1998
- ------------------------------
Ronald E. Fenton
* Director April 20, 1998
- ------------------------------
William C. Hess
* Director April 20, 1998
- ------------------------------
James C. Holly
* Director April 20, 1998
- ------------------------------
Paul A. Jones
* Director April 20, 1998
- ------------------------------
J. Michael Murphy
</TABLE>
8
<PAGE> 9
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
- ---------- ----- ----
<S> <C> <C>
* Director April 20, 1998
- ------------------------------
Glenn W. Sturm
* Director April 20, 1998
- ------------------------------
O. Jay Tomson
</TABLE>
*By: /s/ Bahram Yusefzadeh
------------------------------
Attorney-in-Fact
9
<PAGE> 10
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
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2.1 Agreement of Merger and Amalgamation Proposal by and among the
Company, Hampton Resources Limited, PSL Acquisition Limited,
Brian Lee Thomas and Elizabeth Carolyn Swanston, dated May 15,
1997 (incorporated by reference to Exhibit 2.1 of the
Company's Current Report on Form 8-K, filed with the
Securities and Exchange Commission on May 29, 1997, File No.
0-20937).
3.1 Amended and Restated Articles of Incorporation as amended by
the Articles of Amendment to Amended and Restated Articles of
Incorporation as filed with the Secretary of State of Florida
on May 28, 1997 (incorporated by reference to Exhibit 3.1 of
the Company's Registration Statement on Form S-1 (Registration
No. 333-31415), as declared effective by the Securities and
Exchange Commission on August 13, 1997 (the "1997 Registration
Statement")).
3.2 Amended and Restated Bylaws (incorporated by reference to
Exhibit 3.2 of the Company's Form 10-Q dated August 14, 1996,
File No. 0-20937 (the "Second Quarter 1996 10-Q")).
4.1 See Exhibits 3.1 and 3.2 for provisions of the Amended and
Restated Articles of Incorporation and Amended and Restated
Bylaws defining the rights of the holders of Common Stock of
the Company.
10.1 Phoenix International Ltd., Inc. 1995 Employee Stock Option
Plan, effective as of March 18, 1995 (incorporated by
reference to Exhibit 10.12 of the Company's Registration
Statement on Form S-1 (Registration No. 33-03355), as declared
effective by the Securities and Exchange Commission on July 1,
1996 (the "1996 Registration Statement").*
10.2 Amendment, dated May 24, 1996, to the Phoenix International
Ltd., Inc. 1995 Employee Stock Option Plan, effective March
18, 1995 (incorporated by reference to Exhibit 10.43 of the
1996 Registration Statement).*
10.3 Phoenix International Ltd., Inc. 1995 Employee Stock Option
Plan, effective as of October 21, 1995 (the "October Plan")
(incorporated by reference to Exhibit 10.13 of the 1996
Registration Statement).*
10.4 Amendment, dated May 24, 1996, to the October Plan
(incorporated by reference to Exhibit 10.44 of the 1996
Registration Statement).*
10.5 Second Amendment, dated as of January 24, 1997, to the October
Plan (incorporated by reference to Exhibit 4.1 of the
Company's Registration Statement on Form S-8, as filed with
the Securities and Exchange Commission on December 31, 1996
and as amended by the Company's Registration Statement on Form
S-8, as filed July 3, 1997 (the "Form S-8").*
</TABLE>
<PAGE> 11
<TABLE>
<S> <C>
10.6 Revised Form of Stock Option Agreement for the October Plan
(incorporated by reference to Exhibit 10.45 of the 1996
Registration Statement).*
10.7 Phoenix International Ltd., Inc. 1996 Director Stock Option
Plan (incorporated by reference to Exhibit 10.46 of the 1996
Registration Statement).*
10.8 Form of Stock Option Agreement under the Phoenix International
Ltd., Inc. 1996 Director Stock Option Plan (incorporated by
reference to Exhibit 4.7 of the Form S-8).*
10.9 Form of the Company's Director Indemnity Agreement
(incorporated by reference to Exhibit 10.47 of the 1996
Registration Statement).
10.10 Employment Agreement by and between the Company and Bahram
Yusefzadeh, dated December 28, 1995 (incorporated by reference
to Exhibit 10.14 of the 1996 Registration Statement).*
10.11 First Amendment to Employment Agreement by and between the
Company and Bahram Yusefzadeh, dated May 22, 1996
(incorporated by reference to Exhibit 10.15 of the 1996
Registration Statement).*
10.12 Employment Agreement by and between the Company and Ralph
Reichard, dated December 18, 1995 (incorporated by reference
to Exhibit 10.16 of the 1996 Registration Statement).*
10.13 First Amendment to Employment Agreement by and between the
Company and Ralph Reichard, dated May 22, 1996 (incorporated
by reference to Exhibit 10.17 of the 1996 Registration
Statement).*
10.14 Employment Agreement by and between the Company and Clay E.
Scarborough, dated May 23, 1996 (incorporated by reference to
Exhibit 10.18 of the 1996 Registration Statement).*
10.15 Employment Agreement by and between the Company and Michael R.
Newes, dated April 12, 1996 (incorporated by reference to
Exhibit 10.19 of the 1996 Registration Statement).*
10.16 Employment Agreement by and between the Company and Harold C.
Boughton, dated June 3, 1996 (incorporated by reference to
Exhibit 10.1 of the Second Quarter 1996 10-Q).*
10.17 Employment Agreement by and between the Company and Raju M.
Shivdasani, dated July 15, 1996 (incorporated by reference to
Exhibit 10.2 of the Second Quarter 1996 10-Q).*
10.18 Form of Employee Confidentiality Agreement (incorporated by
reference to Exhibit 10.19 of the Company's Annual Report on
Form 10-K for the year ended December 31, 1996, File No.
0-20937) (the "1996 10-K")).
</TABLE>
<PAGE> 12
<TABLE>
<S> <C>
10.19 Form of Promissory Note for employee loans from the Company
(incorporated by reference to Exhibit 10.54 of the 1996
Registration Statement).
10.20 Form of Stock Pledge and Security Agreement for employee loans
from the Company (incorporated by reference to Exhibit 10.55
of the 1996 Registration Statement).
10.21 OEM Software License Agreement, dated June 30, 1995, between
the Company and Gupta Corporation (incorporated by reference
to Exhibit 10.26 of the 1996 Registration Statement).+
10.22 Value Added Remarketer Agreement, dated October 13, 1993,
between the Company and Sybase, Inc. (incorporated by
reference to Exhibit 10.27 of the 1996 Registration
Statement).+
10.23 Software License Agreement between the Company and Unisys
Corporation, dated March 16, 1996 (incorporated by reference
to Exhibit 10.28 of the 1996 Registration Statement).+
10.24 First Amendment to Software License Agreement between the
Company and Unisys Corporation, dated December 27, 1996
(incorporated by reference to Exhibit 10.25 of the 1996
10-K).+
10.25 Second Amendment to Software License Agreement between the
Company and Unisys Corporation, dated June 30, 1997
(incorporated by reference to Exhibit 10.27 of the 1997
Registration Statement). +
10.26 General Agreement for Strategic Relationship between the
Company and Hewlett-Packard Company, dated April 30, 1993
(incorporated by reference to Exhibit 10.29 of the 1996
Registration Statement).+
10.27 Form of Software License Agreement (incorporated by reference
to Exhibit 10.30 of the 1996 Registration Statement).+
10.28 Form of International Software License Agreement (incorporated
by reference to Exhibit 10.31 of the 1996 Registration
Statement).+
10.29 Form of Disaster Recovery Service Agreement (incorporated by
reference to Exhibit 10.32 of the 1996 Registration
Statement).+
10.30 Form of Software Deposit Agreement (incorporated by reference
to Exhibit 10.33 of the 1996 Registration Statement).+
10.31 Form of Confidentiality and Non-Disclosure Agreement
(incorporated by reference to Exhibit 10.34 of the 1996
Registration Statement).
10.32 Form of Confidentiality Agreement (incorporated by reference
to Exhibit 10.35 of the 1996 Registration Statement).
</TABLE>
<PAGE> 13
<TABLE>
<S> <C>
10.33 Form of Mutual Non-Disclosure Agreement (incorporated by
reference to Exhibit 10.36 of the 1996 Registration
Statement).
10.34 Form of Confidentiality/Non-Disclosure Agreement Remitting
Access to System Documentation and Data Files for Data
Conversion (incorporated by reference to Exhibit 10.37 of the
1996 Registration Statement).
10.35 Form of Phoenix International Ltd., Inc. Confidentiality
Agreement (incorporated by reference to Exhibit 10.38 of the
1996 Registration Statement).
10.36 The Principal Financial Group Prototype for Savings Plans
(401k), as amended, and the Group Annuity Contract for the
Company (incorporated by reference to Exhibit 10.41 of the
1996 Registration Statement).*
10.37 Remarketing Agreement and Support Authorization, dated as of
April 22, 1996, between the Company and Computer Systems
Associates (Nigeria) Limited (incorporated by reference to
Exhibit 10.42 of the 1996 Registration Statement) (the "CSA
Agreement").+
10.38 Lease Agreement, dated September 11, 1996, between the Company
and 500 International Parkway Development Company
(incorporated by reference to Exhibit 10.1 of the Company's
Form 10-Q, dated November 5, 1996, File No. 0-20937).
10.39 Cooperative Marketing Agreement, dated September 5, 1996,
between the Company and The Netcomm Group, Inc. (incorporated
by reference to Exhibit 10.42 of the 1996 10-K).+
10.40 Cooperative Marketing Agreement, dated October 2, 1996,
between the Company and ISC Financial Systems, Inc.
(incorporated by reference to Exhibit 10.43 of the 1996
10-K).+
10.41 Stock Purchase Agreement, dated March 5, 1997, between the
Company and Dyad Corporation (incorporated by reference to
Exhibit 10.44 of the 1996 10-K).+
10.42 License and Distribution Agreement, dated March 5, 1997,
between the Company and Dyad Corporation (incorporated by
reference to Exhibit 10.45 of the 1996 10-K).+
10.43 License and Marketing Agreement, dated November 26, 1997,
between the Company and Integrated Financial Services, Inc.
(incorporated by reference to Exhibit 10.46 of the 1996
10-K).+
10.44 Form of Software License Agreement used in connection with the
CSA Agreement (incorporated by reference to Exhibit 10.47 of
the 1996 10-K).
10.45 Addendum to Lease Agreement, dated March 17, 1997, between the
Company and 500 International Parkway Development Company
(incorporated by reference to Exhibit 10.1 of the Company's
Form 10-Q, dated May 8, 1997, File No. 0-20937 (the "First
Quarter 1997 10-Q")).
</TABLE>
<PAGE> 14
<TABLE>
<S> <C>
10.46 Cooperative Marketing Agreement, dated March 26, 1997, between
the Company and International Turnkey Systems (incorporated by
reference to Exhibit 10.2 of the First Quarter 1997 10-Q). +
10.47 Cooperative Marketing Agreement, dated June 28, 1997, between
the Company and Siemens Nixdorf Informationssyteme AG
(incorporated by reference to Exhibit 10.49 of the 1997
Registration Statement). +
10.48 Cooperative Marketing Agreement, dated March 31, 1997, between
the Company and ERAS JV (incorporated by reference to Exhibit
10.50 of the 1997 Registration Statement).+
10.49 Cooperative Marketing Agreement, dated April 16, 1997, between
the Company and Advanced Financial Systems, Inc. (incorporated
by reference to Exhibit 10.51 of the 1997 Registration
Statement).+
10.50 Software License and Development Agreement, dated December 31,
1997, between the Company and Intercept Systems, Inc.
(incorporated by reference to Exhibit 10.50 of the Company's
Annual Report on Form 10-K for the year ended December 31,
1997, dated March 18, 1998, File No. 0-20937 (the "1997
10-K")).
13.1 Registrant's 1997 Annual Report to Shareholders. Except for
portions of said Annual Report incorporated herein by
reference, the Annual Report is furnished for the information
of the Commission and is not deemed filed herewith.
(incorporated by reference to Exhibit 13.1 of the 1997 10-K).
21.1 Subsidiaries of the Company (incorporated by reference to
Exhibit 21.1 of the 1997 Registration Statement).
23.1 Consent of Ernst & Young LLP. (incorporated by reference to
Exhibit 23.1 of the 1997 10-K).
24.1 Power of Attorney (incorporated by reference to Exhibit 24.1
of the 1997 10-K).
27.1 Financial Data Schedule (for Commission purposes only)
(incorporated by reference to Exhibit 27.1 of the 1997 10-K).
27.2 Restated Financial Data Schedule (for Commission purposes
only).
27.3 Restated Financial Data Schedule (for Commission purposes
only).
27.4 Restated Financial Data Schedule (for Commission purposes
only).
</TABLE>
- ---------------
+ Confidential treatment previously granted for portions of such exhibit.
* This agreement is a compensatory plan or arrangement required to be
filed as an exhibit to this Form 10-K pursuant to Item 14(c).
<TABLE> <S> <C>
<ARTICLE> 5
<RESTATED>
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C> <C> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS 9-MOS YEAR
<FISCAL-YEAR-END> DEC-31-1997 DEC-31-1997 DEC-31-1997 DEC-31-1997
<PERIOD-START> JAN-01-1997 JAN-01-1997 JAN-01-1997 JAN-01-1997
<PERIOD-END> MAR-31-1997 JUN-30-1997 SEP-30-1997 DEC-31-1997
<EXCHANGE-RATE> 1 1 1 1
<CASH> 4,770,815 3,079,503 33,005,140 13,034,491
<SECURITIES> 0 0 0 20,793,014
<RECEIVABLES> 3,295,247 5,872,934 6,317,928 8,499,807
<ALLOWANCES> (50,000) (65,000) (105,000) (155,000)
<INVENTORY> 0 0 0 0
<CURRENT-ASSETS> 8,770,969 9,474,914 39,866,807 31,905,572
<PP&E> 2,319,968 2,802,876 3,040,765 3,317,641
<DEPRECIATION> (407,165) (610,042) (779,404) (972,616)
<TOTAL-ASSETS> 13,764,384 15,029,073 46,548,965 52,157,495
<CURRENT-LIABILITIES> 2,231,084 2,798,530 2,808,286 4,471,543
<BONDS> 0 0 0 0
0 0 0 0
0 0 0 0
<COMMON> 38,644 39,521 54,292 54,354
<OTHER-SE> 10,709,437 11,437,934 43,056,157 45,780,777
<TOTAL-LIABILITY-AND-EQUITY> 13,764,384 15,029,073 46,548,965 52,157,495
<SALES> 0 0 0 0
<TOTAL-REVENUES> 3,713,724 8,419,832 11,774,542 17,843,034
<CGS> 0 0 0 0
<TOTAL-COSTS> 1,051,370 2,510,120 3,958,652 5,481,589
<OTHER-EXPENSES> 1,550,744 3,941,143 6,159,651 9,281,393
<LOSS-PROVISION> 0 0 0 0
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