UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-KSB/A
(Mark One)
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended May 31, 2000
|_| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________ to ______________
Commission File Number 0-22735
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ROBOCOM SYSTEMS INTERNATIONAL INC.
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(Name of small business issuer in its charter)
New York 11-2617048
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(State or other jurisdiction of I.R.S. Employer Identification No.
incorporation or organization)
511 Ocean Avenue, Massapequa, New York 11758
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (516) 795-5100
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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)
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 no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is contained in this form, and no disclosure is contained, to the
best of the 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|
State issuer's revenues for its most recent fiscal year. $6,762,891
State the number of shares outstanding of each of the issuer's classes of common
equity, as of August 31, 2000, 4,495,984.
As of August 31, 2000, the aggregate market value of the registrant's common
stock held by non-affiliates was $8,148,971 (based upon the closing price of the
issuer's common stock on The Nasdaq Stock Market on such date).
Transitional Small Business Disclosure Format (check one) Yes |_| No |X|
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ROBOCOM SYSTEMS INTERNATIONAL INC.
AMENDMENT NO. 1
TO THE ANNUAL REPORT ON FORM 10-KSB
FOR THE FISCAL YEAR ENDED MAY 31, 2000
Robocom Systems International Inc. (the "Registrant" or the "Company")
hereby amends and restates "Item 13. Exhibits and Reports on Form 8-K" of its
Annual Report on Form 10-KSB for the fiscal year ended May 31, 2000, as set
forth below:
Item 13. Exhibits and Reports on Form 8-K.
(a) Exhibits.
Exhibit
Number Description
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3.1 Restated Certificate of Incorporation of the Company (incorporated
herein by reference to Exhibit 3.1 to the Company's Registration
Statement on Form SB-2 (Registration No. 333-27587)).
3.2 Amendment dated November 9, 1998 to Restated Certificate of
Incorporation of the Company to reflect name change to Robocom
Systems International Inc. (incorporated herein by reference to
Exhibit 3.2 to the Company's Annual Report on Form 10-KSB for the
year ended May 31, 1999 as filed with the Commission on August 25,
1999 (File No. 0-22735)).
3.3 Amended and Restated By-laws of the Company (incorporated herein by
reference to Exhibit 3.2 to the Company's Registration Statement on
Form SB-2 (Registration No. 333-27587)).
10.1 Lease Agreement, dated December 19, 1996, between Carriage IV Office
Center, L.L.C. and the Company (incorporated herein by reference to
Exhibit 10.6 to the Company's Registration Statement on Form SB-2
(Registration No. 333-27587)).
10.2 Lease Agreement, dated December 21, 1989, between Robocom
Properties, Inc. and the Company relating to 511 Ocean Avenue,
Massapequa, New York (incorporated herein by reference to Exhibit
10.7 to the Company's Registration Statement on Form SB-2
(Registration No. 333-27587)).
10.3 Guaranty dated December 21, 1989 from the Company to New York Job
Development Authority. (incorporated herein by reference to Exhibit
10.10 to the
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Company's Annual Report on Form 10-KSB for the year ended May 31,
1997 as filed with the Commission on September 25, 1997 (File No.
0-22735)).
10.4 Guaranty dated December 14, 1989 from the Company to Long Island
Development Authority. (incorporated herein by reference to Exhibit
10.11 to the Company's Annual Report on Form 10-KSB for the year
ended May 31, 1997 as filed with the Commission on September 25,
1997 (File No. 0-22735)).
10.5 Employment Agreement dated May 15, 1997, between the Company and
Robert O'Connor (incorporated herein by reference to Exhibit 10.12
to the Company's Registration Statement on Form SB-2 (Registration
No. 333-27587)).
10.6 Consulting Agreement dated April 1, 1999, between the Company and
Irwin Balaban (incorporated herein by reference to Exhibit 10.2 to
the Company's Quarterly Report on Form 10QSB for the quarter ended
February 28, 1999 as filed with the Commission on April 14, 1999
(File No. 0-22735)).
10.7 Consulting Agreement dated November 23, 1999, between the Company
and William J. Hancock (incorporated herein by reference to Exhibit
10.1 to the Company's Form 10-QSB for the quarter ended November 30,
1999 as filed with the Commission on January 15, 2000 (File No.
0-22735)).
10.8 Consulting Agreement dated May 16, 2000, between the Company and
Lawrence B. Klein.
10.9 Employment Agreement dated August 25, 2000, between the Company and
C. Kenneth Morrelly.
10.10 1997 Stock Option and Long-Term Incentive Compensation Plan
(incorporated herein by reference to Exhibit 10.14 to the Company's
Registration Statement on Form SB-2 (Registration No. 333-27587)).
10.11 General Loan and Security Agreement, dated April 13, 1994, between
the Company and The Bank of New York (incorporated herein by
reference to Exhibit 10.15 to the Company's Registration Statement
on Form SB-2 (Registration No. 333-27587)).
10.12 Letter Agreement dated January 5, 2000 between the Company and The
Bank of New York. (incorporated herein by reference to Exhibit 10.1
to the Company's Form 10-QSB for the quarter ended November 30, 1999
as filed with the Commission on January 15, 2000 (File No.
0-22735)).
10.13 Tax Indemnification Agreement, dated June 6, 1997, between the
Company and certain shareholders of the Company (incorporated herein
by reference to Exhibit
2
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10.21 to the Company's Annual Report on Form 10-KSB for the year
ended May 31, 1997 as filed with the Commission on September 25,
1997 (File No. 0-22735)).
10.14 Line of Credit Commitment dated September 19, 2000 of Irwin Balaban.
10.15 Promissory Note dated September 19, 2000 from the Company to Irwin
Balaban.
10.16 Line of Credit Commitment dated September 19, 2000 of Herbert
Goldman.
10.17 Promissory Note dated September 19, 2000 from the Company to Herbert
Goldman.
10.18 Line of Credit Commitment dated September 19, 2000 of Lawrence B.
Klein.
10.19 Promissory Note dated September 19, 2000 from the Company to
Lawrence Klein.
27 Financial Data Schedule.
(b) Reports on Form 8-K.
No reports on Form 8-K were filed during the fourth quarter of
fiscal 2000.
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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, in the City of New
York, New York, on October 30, 2000.
ROBOCOM SYSTEMS INTERNATIONAL INC.
By: /s/ C. Kenneth Morrelly
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C. Kenneth Morrelly
President and Chief Executive Officer
By: /s/ Elizabeth A. Burke
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Elizabeth A. Burke
Vice President - Finance and Chief
Financial Officer
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