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 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 0-21633
BRISTOL RETAIL SOLUTIONS, INC.
(Name of Small Business Issuer in its Charter)
DELAWARE 58-2235556
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
5000 BIRCH STREET, SUITE 205, NEWPORT BEACH, CALIFORNIA 92660
(Address of Principal Executive Offices) (Zip Code)
(714) 475-0800
(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:
Title of each class
-------------------
COMMON STOCK, $.001 PAR VALUE
CLASS A REDEEMABLE COMMON STOCK PURCHASE WARRANTS
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 [ ]
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 the 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]
State issuer's revenues for its most recent fiscal year: $21,088,487
The aggregate market value of the registrant's voting Common Stock held by
non-affiliates of the registrant was approximately $10,251,282 (computed using
the closing price of $3.19 per share of Common Stock on February 27, 1998 as
reported by The Nasdaq Stock Market, based on the assumption that directors and
officers and more than 5% stockholders are affiliates).
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
There were 5,556,746 shares of the registrant's Common Stock, par value
$.001 per share, and 718,750 of the registrant's Class A Redeemable Common Stock
Purchase Warrants outstanding on February 27, 1998.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's definitive Proxy Statement for the Annual
Meeting of Stockholders scheduled to be held May 15, 1998, which Proxy Statement
will be filed no later than 120 days after the close of the registrant's year
ended December 31, 1997, are incorporated by reference in Part III of this
Annual Report on Form 10-KSB.
Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
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PART III
ITEM 13. EXHIBITS, FINANCIAL STATEMENTS AND REPORTS ON FORM 8-K.
(a) Financial Statements
The financial statements listed on the index to financial statements on
page 21 are filed as part of this Form 10-KSB.
(b) Exhibits
Exhibits marked with an asterisk (*) are filed herewith. The
remainder of the exhibits have heretofore been filed with the Commission and
are incorporated herein by reference. Each management contract or
compensation plan or arrangement filed as an exhibit hereto is identified by
a (+).
EXHIBIT
NUMBER DESCRIPTION
------ -----------
2.1 Agreement and Plan of Merger by and among the Company,
Bristol Merger Corporation, Automated Register Systems,
Inc. and the Shareholders thereof (Incorporated by
reference to Exhibit 2.1 of the Company's Form 8-K dated
December 31, 1996, filed on January 15, 1997, File No.
000-21633).
2.2 Agreement and Plan of Reorganization by and among the
Company, Smyth Systems Inc., the Managing Stockholders of
Smyth Systems, Inc. and Smyth Merger Corp. (Incorporated
by reference to Exhibit 10.29 of the Company's Form 8-K
dated May 29, 1997 filed on June 12, 1997, File No.
0-21633).
2.3 Second Amendment to Agreement and Plan of Reorganization
by and among the Company, Smyth Systems Inc., the
Managing Stockholders of Smyth Systems, Inc. and Smyth
Merger Corp. (Incorporated by reference to Exhibit 10.30
of the Company's Form 8-K dated May 29,1997, filed on
June 12, 1997, No. 0-21633).
2.4 Agreement and Plan of Merger, as amended, by and among
the Company, Cash Register, Inc., Floyd Shirrell and
Electronic Business Machines, Inc. (Incorporated by
reference to Exhibit 10.35 of the Company's Form 8-K
dated June 6, 1997, filed on June 20, 1997, File No.
0-21633).
2.5 Agreement and Plan of Merger by and among Bristol Retail
Solutions, Inc., Pacific Merger Corp., Pacific Cash
Register and Company, Inc., Robert Freaney and Abbass
Barzgar dated June 27, 1997, (Incorporated by reference
to Exhibit 10.41 of the Company's Form 10-Q dated June
30, 1997, filed on August 13, 1997, File No. 0-21633).
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2.6 Closing Agreement by and among the Company, Pacific
Merger Corp., Pacific Cash Register and Company, Inc.,
Robert Freaney and Abbass Barzgar dated August 4, 1997,
(Incorporated by reference to Exhibit 10.43 of the
Company's Form 10-Q dated June 30, 1997, filed on August
13, 1997, File No. 0-21633).
2.7 Rescission Agreement by and among the Company,
International Systems & Electronics Corporation and Pedro
Penton dated July 23, 1997, (Incorporated by reference to
Exhibit 10.42 of the Company's Form 10-Q dated June 30,
1997, filed on August 13, 1997, File No. 0-21633).
3.1 Certificate of Incorporation, as amended, of the Company
(Incorporated by reference to Exhibit 3.1 of Amendment
No. 1 to the Company's Registration Statement on Form
SB-2, File No. 333-5570-LA)
3.2 Bylaws of the Company (Incorporated by reference to
Exhibit 3.2 of Amendment No. 1 to the Company's
Registration Statement on Form SB-2, File No.
333-5570-LA).
4.1 Form of Common Stock Certificate (Incorporated by
reference to Exhibit 4.1 of Amendment No. 1 to the
Company's Registration Statement on Form SB-2, File No.
333-5570-LA).
4.2 Form of Class A Redeemable Common Stock Purchase Warrants
(Incorporated by reference to Exhibit 4.3 of Amendment
No. 1 to the Company's Registration Statement on Form
SB-2, File No. 333-5570-LA).
4.3 Form of Registration Rights Agreement by and among the
Company and Investors listed on Schedule 1 thereto
(Incorporated by reference to Exhibit 4.4 of the
Company's Registration Statement on Form SB-2, File No.
333-5570-LA).
4.4 Form of Underwriter's Warrant Agreement for Shares
entered into between the Company and First Cambridge
Securities Corporation (Incorporated by reference to
Exhibit 4.5 of Amendment No. 1 of the Company's
Registration Statement on Form SB-2, File No.
333-5570-LA).
4.5 Form of Underwriter's Warrant Agreement for Warrants
entered into between the Company and First Cambridge
Securities Corporation (Incorporated by reference to
Exhibit 4.6 of Amendment No. 1 of the Company's
Registration Statement on Form SB-2, File No.
333-5570-LA).
4.6 Form of Warrant Agreement entered into between the
Company and American Stock Transfer and Trust Company
(Incorporated by reference to Exhibit 4.7 of Amendment
No. 1 to the Company's Registration Statement on Form
SB-2, File No. 333-5570-LA).
10.1 Form of the 1996 Equity Participation Plan of the
Company, dated July 31, 1996, (Incorporated by reference
to Exhibit 10.1 of the Company's Registration Statement
on Form SB-2, File No. 333-5570-LA).
10.2 Amendment to the 1996 Equity Participation Plan of the
Company (Incorporated by reference to Exhibit A of the
Company's Definitive Proxy Statement filed on April
14,1997, File No. 0-21633).
10.3 1997 Employee Stock Purchase Plan of the Company
(Incorporated by reference to Exhibit B of the Company's
Definitive Proxy Statement filed on April 14, 1997, File
No. 0-21633).
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10.4+ Employment Agreement between the Company and Richard H.
Walker dated April 3, 1996, (Incorporated by reference to
Exhibit 10.5 of the Company's Registration Statement on
Form SB-2, File No. 333-5570-LA).
10.5+ Employment Agreement between the Company and Paul
Spindler dated April 3, 1996, (Incorporated by reference
to Exhibit 10.6 of the Company's Registration Statement
on Form SB-2, File No. 333-5570-LA).
10.6+ Employment Agreement between the Company and Maurice R.
Johnson dated June 28, 1996, (Incorporated by reference
to Exhibit 10.7 of the Company's Registration Statement
on Form SB-2, File No. 333-5570-LA).
10.7+ Employment Agreement between Michael Pollastro and
Automated Register Systems, Inc., dated January 1, 1997,
(Incorporated by reference to Exhibit 10.27 of the
Company's 8-K/A dated December 31, 1996, filed on March
14, 1997, File No. 0-21633).
10.8+ Employment Agreement between Gary Pollastro and Automated
Register Systems, Inc., dated January 1, 1997,
(Incorporated by reference to Exhibit 10.28 of the
Company's 8-K/A dated December 31, 1996, filed on March
14, 1997, File No. 0-21633).
10.9+ Employment Agreement between John Pollastro and Automated
Register Systems, Inc., dated January 1, 1997,
(Incorporated by reference to Exhibit 10.29 of the
Company's Form 8-K/A dated December 31, 1996, filed on
March 14, 1997, File No. 0-21633).
10.10+ Employment Agreement by and between Robert T. Smyth and
Smyth Systems, Inc., and first Amendment to Employment
Agreement dated June 1, 1997, (Incorporated by reference
to Exhibit 10.31 of the Company's Form 8-K dated May 29,
1997, filed on June 12,1997, File No. 0-21633).
10.11+ Employment Agreement by and between Larry D. Smyth and
Smyth Systems, Inc., and first Amendment to Employment
Agreement dated June 1, 1997, (Incorporated by reference
to Exhibit 10.32 of the Company's Form 8-K dated May 29,
1997, filed on June 12,1997, File No. 0-21633).
10.12+ Employment Agreement by and between William A. Smyth and
Smyth Systems, Inc., and first Amendment to Employment
Agreement dated June 1, 1997, (Incorporated by reference
to Exhibit 10.33 of the Company's Form 8-K dated May 29,
1997, filed on June 12,1997, File No. 0-21633).
10.13+ Independent Contractor Agreement by and between the
Company, Cash Registers, Inc. and Floyd Shirrell
(Incorporated by reference to Exhibit 10.36 of the
Company's 8-K dated June 6, 1997, filed on June 20, 1997,
File No. 0-21633).
10.14 Lease Agreement between Paul Thompson, Cash Registers,
Incorporated and Coye D. King dated October 30, 1987,
(Incorporated by reference to Exhibit 10.10 of the
Company's Registration Statement on Form SB-2, File No.
333-5570-LA).
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10.15 Stock Purchase Agreement by and among the Company, Cash
Registers, Inc. and Maurice R. Johnson, Andrew D. King
and C. Stephen King, dated as of June 26, 1996,
(Incorporated by reference to Exhibit 10.14 of the
Company's Registration Statement on Form SB-2, File No.
333-5570-LA).
10.16 Building Lease dated May 29, 1990, by and between
Automated Register Systems, Inc., Michael J. Pollastro,
Gary T. Pollastro, and John and Carmen Pollastro, as
amended by First Amendment to Building Lease dated
January 1, 1997, by and between Automated Retail Systems,
Inc., Michael Pollastro, Gary T. Pollastro, and John and
Carmen Pollastro (Incorporated by reference to
Exhibit 10.25 of the Company's Form 8-K dated December
31, 1996, filed on January 15, 1997, File No. 000-21633).
10.17 Loan and Security Agreement by and between the Company,
Cash Registers, Inc., Smyth Systems, Inc., Automated
Retail Systems, Inc. and Coast Business Credit dated
December 11, 1997. (Incorporated by reference to Exhibit
10.17 of the Company's Form 10-KSB dated December 31,
1997, filed on April 15, 1998, File No. 0-21633).
10.18 First Amendment to the Loan and Security Agreement by and
between the Company, Cash Registers, Inc., Smyth Systems,
Inc., Automated Retail Systems, Inc. and Coast Business
Credit dated January 6, 1998. (Incorporated by reference
to Exhibit 10.18 of the Company's Form 10-KSB dated
December 31, 1997, filed on April 15, 1998, File No.
0-21633).
10.19 Second Amendment to the Loan and Security Agreement by
and between the Company, Cash Registers, Inc., Smyth
Systems, Inc., Automated Retail Systems, Inc. and Coast
Business Credit dated February 2, 1998. (Incorporated by
reference to Exhibit 10.19 of the Company's Form 10-KSB
dated December 31, 1997, filed on April 15, 1998, File
No. 0-21633).
11 Statement of Computation of Per Share Earnings.
(Incorporated by reference to Exhibit 11 of the Company's
Form 10-KSB dated December 31, 1997, filed on April 15,
1998, File No. 0-21633).
21 List of Subsidiaries of the Company. (Incorporated by
reference to Exhibit 21 of the Company's Form 10-KSB
dated December 31, 1997, filed on April 15, 1998, File
No. 0-21633).
23.1* Consent of Ernst & Young LLP.
23.2 Consent of Deloitte & Touche LLP. (Incorporated by
reference to Exhibit 23.2 of the Company's Form 10-KSB
dated December 31, 1997, filed on April 15, 1998, File
No. 0-21633).
27 Financial Data Schedule. (Incorporated by reference to
Exhibit 27 of the Company's Form 10-KSB dated December
31, 1997, filed on April 15, 1998, File No. 0-21633).
(c) Reports on Form 8-K
During the last quarter of the year covered by this report, the Company
filed the following Current Reports on Form 8-K:
i. On October 6, 1997, the Company filed a report on Form 8-K reporting,
under Item 4 thereof, that it had changed its principal accountants from
Ernst & Young LLP to Deloitte & Touche LLP. The change was effective
September 30, 1997.
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SIGNATURES
In accordance with Section 13 or 15 (d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Bristol Retail Solutions, Inc. (Registrant)
By: /s/ RICHARD H. WALKER
------------------------------------------
Richard H. Walker
President, Chief Executive
Officer and Director
Date: April 16, 1998
In accordance with the Exchange Act, 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>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ RICHARD H. WALKER Chief Executive Officer, President and Director April 16, 1998
- ------------------------------- (Principal Executive Officer)
Richard H. Walker
/s/ PAUL SPINDLER Executive Vice President, Chairman of the Board and April 16, 1998
- ------------------------------- Director
Paul Spindler
/s/ MICHAEL S. SHIMADA Chief Financial Officer April 16, 1998
- ------------------------------- (Principal Accounting and Financial Officer)
Michael S. Shimada
/s/ LAWRENCE COHEN Director April 16, 1998
- -------------------------------
Lawrence Cohen
/s/ JACK BORSTING Director April 16, 1998
- -------------------------------
Dr. Jack Borsting
/s/ THOMAS LUTRI Director April 16, 1998
- -------------------------------
Dr. Thomas Lutri
</TABLE>
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CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in Registration Statement Nos.
333-5570-LA and 333-43899 on Form S-3 and Form S-8, respectively, of our report
dated March 27, 1997, with respect to the consolidated financial statements of
Bristol Retail Solutions, Inc. as of December 31, 1996, and for the period from
inception (April 3, 1996) to December 31, 1996 included in its Annual Report
(Form 10-KSB) for the year ended December 31, 1997.
/S/ Ernst & Young LLP
- -------------------------------
Orange County, California
April 15, 1998
