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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K/A-1
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended June 30, 1997
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 0-21059
ACE*COMM CORPORATION
(Exact name of registrant as specified in its charter)
Maryland 52-1283030
(State or other jurisdiction of (I.R.S. Employer I.D.
incorporation or organization) No.)
704 Quince Orchard Road
Gaithersburg, Maryland 20878 20878
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (301) 721-3000
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
Common Stock
$.01 par value
(Title of class)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirement for the past 90 days.
YES X NO
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K.
As of September 26, 1997, the aggregate market value of the voting
stock held by non-affiliates of the registrant (i.e. persons who are not
directors, officers or affiliated therewith) was approximately $96,621,981
[ ] million (4,656,481([ ] shares of Common Stock at a
closing price on the NASDAQ National Market of $20.75[ ] on such
date). Outstanding as of September 26, 1997 were 8,641,505 shares.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's definitive Proxy Statement for its annual
meeting to be held on November 19, 1997 are incorporated by reference in
Part III.
Exhibit Index located at page 38 [ ].
<PAGE>
PART IV
The following, constitutes an amendment to Part IV of the
Registrant's Annual Report on Form 10-K for the fiscal year ended June 30,
1997. Exhibit No. 27 was inadvertenly omitted and is attached herewith.
EXHIBIT INDEX
3.2* Articles of Amendment and Restatement dated November 18, 1991.
3.3* Articles of Amendment dated August 6, 1996.
3.5* Form of Articles of Amendment and Restatement of the Company.
3.6* By-laws of the Company as amended to date.
4.1* Form of Specimen of Common Stock Certificate.
10.1* Supplier Agreement dated December 16, 1992 between the Registrant
and AT&T World Services, Inc.
10.2* Marketing Agreement dated June 18, 1990 between the Registrant and
AT&T World Services, Inc.
10.3* Subcontract Agreement dated February 24, 1994 between Registrant
and AT&T Corporation, Government Integrated Solutions.
10.4* Authorized Distributor Agreement dated July 23, 1991 between the
Registrant and AmerInd, Inc.
10.5* Supply Contract dated August 17, 1994 between the Registrant and
Teleglobe Canada, Inc.
10.6* License Agreement dated August 1, 1995 between the Registrant and
Teleglobe Canada, Inc.
10.7* Subcontract No. 95-1350-01 dated November 8, 1995 between the
Registrant and ANSTEC, Inc.
10.8* Agreement of Subcontract dated April 24, 1994 between the
Registrant and the Communications Systems Division of GTE
Government Systems Corporation.
10.9* Agreement to Purchase Hardware, Render Services and License and
Sublicense the Use of Software dated October 11, 1995 between the
Registrant and Telefonos de Mexico, S.A. de C.V.
10.11* Amended and Restated Omnibus Stock Plan.
10.12 Form of Term Loan Note entered into Between the Company and two
Officers in Fiscal 1997
10.13 Form of Non-Qualified Stock Option Grant Agreement (certain
executive officers - fiscal 1997)
10.14 Form of Non-Qualified Stock Option Grant Agreement (certain
executive officers - fiscal 1997)
10.15 Executive Bonus Plan
10.16 Lease Between Principal Mutual Life Insurance Company and the
Company as Tenant dated August 6, 1996
11.1 Computation of Pro Forma Net Income Per Share
24 Consent of Price Waterhouse LLP
27 Financial Data Schedule
___________
* Incorporated by reference to the identically numbered exhibit filed as
an exhibit to the Registrant's Registration Statement on Form S-1 No.
333-06731.
-38-
<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 report to be
signed on its behalf by the undersigned, thereunto duly authorized.
ACE*COMM CORPORATION
By: /s/Jeffrey S. Simpson
Jeffrey S. Simpson
Vice President - Finance
Date: October 2, 1997
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
ACE*COMM's Corporation's audited financial statements as of and for the year
ended June 30, 1997.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-END> JUN-30-1997
<CASH> 7,920
<SECURITIES> 0
<RECEIVABLES> 16,130
<ALLOWANCES> 10
<INVENTORY> 2814
<CURRENT-ASSETS> 27,865
<PP&E> 4,651
<DEPRECIATION> 1,181
<TOTAL-ASSETS> 33,518
<CURRENT-LIABILITIES> 10,030
<BONDS> 1,013
0
0
<COMMON> 86
<OTHER-SE> 21,623
<TOTAL-LIABILITY-AND-EQUITY> 33,518
<SALES> 33,684
<TOTAL-REVENUES> 33684
<CGS> 17,626
<TOTAL-COSTS> 17,626
<OTHER-EXPENSES> 12,464
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (191)
<INCOME-PRETAX> 3,784
<INCOME-TAX> 1,160
<INCOME-CONTINUING> 2,624
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,624
<EPS-PRIMARY> .32
<EPS-DILUTED> 0
</TABLE>
