FORM 10-KSB/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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[Mark One]
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 1999
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: 0-25203
OmniComm Systems, Inc.
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(Name of small business issuer in its charter)
Delaware 11-3349762
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(State of incorporation) (IRS employer Ident. No.)
3250 Mary Street, Suite 402, Miami, FL 33133
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(Address of principal office) (Zip Code)
Issuer's telephone number: (305) 448-4700
Securities registered under Section 12(b) of the Exchange Act:
None
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Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $.001
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(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 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 not contained in this form, and no disclosure will be contained,
to the best of Registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or
amendment to this Form 10-KSB. [ ]
State issuer's revenues for its most recent fiscal year. $1,259,214
State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days. $24,000,000
The number of shares outstanding of each of the issuer's classes of common
equity, as of December 31, 1999: 3,344,066. The number of shares outstanding of
the issuer's class of preferred equity (5% Series A Convertible Preferred), as
of December 31, 1999: 4,117,500.
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PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTER AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT.
Peter S. Knezevich, 43, Chief Executive Officer and Director. Mr. Knezevich
served as a Director of the Company from 1998 until his resignation on August 1,
2000. From 1998 until May 29, 2000 Mr. Knezevich was an officer of OmniComm
Systems, Inc. From 1995 until 1997 Mr. Knezevich was Vice President and General
Counsel for Imaging Diagnostic Systems, Inc.
Randall G. Smith, 42, Chief Technical Officer, Chairman of the Board and
Director. Mr. Smith has been a Director of the Company since 1997 and shall
serve until the next annual meeting. From 1997 until the August 1, 2000 Mr.
Smith was President of the Company he is still an officer and director of
OmniComm Systems, Inc. From December 1995 to May 1997 Mr. Smith was Director of
Operations for Global Communications Group.
Clifton Middleton, 52, Executive Vice President. Mr. Middleton is the Executive
Vice President responsible for Internet Applications. He has served in this
capacity since June of 1998. From 1993 to June of 1998 Mr. Middleton was
President of Education Navigator, Inc.
Cornelis F. Wit, 54, Director. Mr. Wit has been a Director of the Company since
1999 and shall serve until the next annual meeting. Mr. Wit became interim Chief
Executive Officer of the Company on May 29, 2000 and served in that capacity
until August 2, 2000. Mr. Wit is President of Corporate Finance of Noesis
Capital Corp., an international banking and money management firm. Mr. Wit was
formerly President and CEO of DMV Inc., the North American subsidiary of Campina
Melkunie.
Guus van Kesteren, 59, Director. Mr. Van Kesteren has been a Director of the
Company since 1999 and shall serve until the next annual meeting. Mr. Van
Kesteren is a consultant to Noesis Capital Corp., an international banking and
money management firm. Mr. van Kesteren was formerly Vice President of Janssen
Pharmaceuticals, a subsidiary of Johnson & Johnson, responsible for the
pharmaceutical business in South East Asia, Australia, and New Zealand.
Jan Vandamme, 40, Director. Mr. Vandamme has been a Director of the Company
since 1999 and shall serve until the next annual meeting. Mr Vandamme is CEO of
Profrigo SA, an 110-year old investment company which invests primarily in
internet and communication technology companies in both Europe and the US. Prior
to his involvement in Profrigo SA, Mr. Vandamme was the founder of United
Callers, one of Europe's first Internet Access and Service Provider companies.
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COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.
Section 16(a) of the Securities and Exchange Act of 1934 (the "Exchange Act")
requires our officers and directors, and persons who own more than 10% of the
registered class of our equity securities, to file reports of ownership and
changes in ownership with the Securities and Exchange Commission (the "SEC").
Officers, directors and greater than 10% shareholders are required by SEC
regulations to furnish us with copies of all Section 16(a) forms they file.
Based on our review of the copies of such forms received by us, or written
representations from certain reporting persons that no Forms 5 were required for
those persons, we believe that, during our fiscal year ended December 31, 1999,
all filing requirements applicable to our officers and directors and greater
than 10% beneficial owners were complied with, except that (1) Mr. Knezevich
unknowingly failed to timely file a Form 4 for a transaction in June 1999 and
November 1999, but has since filed a Form 5 covering these transactions;(2) Mr.
Smith unknowingly failed to timely file a Form 4 for a transaction in June 1999
and November 1999, but has since filed a Form 5 covering these transactions;
and, (3) Mr. Middleton unknowingly failed to timely file a Form 4 for a
transaction in June 1999 and November 1999, but has since filed a Form 5
covering these transactions .
ITEM 10. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
Long Term
Annual Compensan-
tion
Awards Payouts
Name Securities All
And Other Restricted Underlying Other
Principal Bonus Annual Stock Options/SARs LTIPPayouts Comp
Position Year Salary($)($) Comp($) Award(s)($) (#) ($) ($)
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Peter S.
Knezevich 897,568/
CEO/Dir 1999 $84,278 $11,155 897,568
1998 $29,000
Randall G.
Smith 732,107/
Pres/Dir 1999 $84,278 $6,205 732,107
1998 $29,000
Clifton
Middleton 534,113/
Exec.VP 1999 $91,358 $6,237 534,113
1998 $85,000
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OPTION/SAR GRANTS IN LAST FISCAL YEAR
(Individual Grants)
Percent of
Total
Options/SARs
Number of Securities Granted to Exercise of
Underlying Employees In Base Price Expiration
Name Options/SARs Granted Fiscal Year ($/Sh) Date
(a) (#) (b) (c) (d) (e)
Peter S.
Knezevich 397,568/397,568 $.25 6/14/04
500,000/500,000 $1.50 11/1/01
Randall G.
Smith 397,568/397,568 $.25 6/14/04
334,539/334,529 $1.50 11/1/01
Clifton
Middleton 96,652/96,652 $.25 6/25/04
250,000/250,000 $1.50 11/1/01
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END
OPTION/SAR VALUES
(Individual Grants)
Number of
Unexercised
Securities
Shares Underlying Value of Unexercised
Acquired Options/SARs At In-The-Money
On FY-End (#) Options/SARs At-FY-End
Exercise Value Realized Exercisable/ ($)Exercisable
Name (#) ($) Unexercisable Unexercisable
(a) (b) (c) (d) (e)
Peter S.Knezevich 397,568/397,568 $1,391,488/0
500,000/500,000 0/$1,125,000
Randall G. Smith 397,568/397,568 $1,391,488/0
334,539/334,539 0/$752,713
Clifton Middleton 96,652/96,652 $338,282/0
250,000/250,000 0/$562,500
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ITEM 11. SECURITY OWNERSHIP BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth information regarding the beneficial ownership of
our common stock as of March 29, 2000, with respect to (i) each person know to
us to be the beneficial owner of more than 5% of our common stock, (ii) each
director, (iii) each executive officer named in the summary Compensation Table,
and (iv) all of our directors and officers as a group:
Name and Address(1) # of Shares(2) % of Class
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Randall G. Smith(3) 811,929 24.28%
Peter S. Knezevich(4) 647,108 19.35%
Clifton Middleton(5) 197,388 5.90%
Cornelis F. Wit 0 0%
Guus van Kesteren 0 0%
Jan Vandamme 0 0%
Hugh McCallum(6) 194,626 5.82%
Profrigo SA NV(7) 400,000 11.96%
Noesis NV 300,000 8.97%
Water Oak Int. NV 295,666 8.84%
Everest Investment(8) 416,667 12.46%
All directors and
Officers as a group
(6 people) (9) 1,656,425 49.53%
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(1) The address for each person, unless otherwise noted, is 3250 Mary
Street, Suite 402, Miami, Florida 33133.
(2) In accordance with Rule 13d-3 of the Exchange Act, shares that are not
outstanding, but that are subject to options, warrants, rights or
conversion privileges exercisable within 60 days from March 29, 2000.
(3) Includes 421,461 shares held of record, and 390,648 shares issuable
upon the exercise of currently exercisable stock options.
(4) Includes 256,640 shares held of record, and 390,648 shares issuable
upon the exercise of currently exercisable stock options.
(5) Includes 102,461 shares held of record, and 94,927 shares issuable upon
the exercise of currently exercisable stock options.
(6) Includes 102,461 shares held of record, and 92,165 shares issuable upon
the exercise of currently exercisable stock options.
(7) Represents the number of shares issuable upon conversion of the Series
A Convertible Preferred Shares.
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(8) Includes 266,667 shares issuable upon conversion of the Series A
Convertible Preferred Shares.
(9) See Notes 3 through 5 above.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
On December 16, 1999, the Company entered into a consulting agreement
("Agreement") with Guus van Kesteren and Cornelis F. Wit both of whom are
directors of the Company. The Agreement provides for compensation to be paid to
van Kesteren and Wit in the event sales leads or contacts developed by van
Kesteren and Wit result in sales of the Company's TrialMaster(TM) system.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
10 (g) Consulting Agreement dated December 16, 2000 by and between
OmniComm Systems, Inc. and Cornelis F. Wit and Guus van Kesteren
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended, OmniComm Systems, Inc. has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized,
By: /s/Randall G. Smith
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Randall G. Smith
Chairman and President (Through August 1, 2000) and
Chief Technical Officer
Date: August 8, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed by the following persons in the capacities
and on the dates indicated.
By: /s/ Randall G. Smith
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Randall G. Smith
Chairman and President (Through August 1, 2000) and
Chief Technical Officer
Date: August 8, 2000
By: /s/ Guus van Kesteren
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Guus van Kesteren
Director
Date: August 8, 2000
By: /s/ Cornelis F. Wit
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Cornelis F. Wit
Director
Dated: August 8, 2000
By: /s/ Jan Vandamme
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Jan Vandamme
Director
Date: August 8, 2000
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EXHIBIT INDEX
Exhibit No. Description
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10 (g) Consulting Agreement dated December 16, 2000 by and between
OmniComm Systems, Inc. and Cornelis F. Wit and Guus van Kesteren
