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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K/A
Amendment No. 2
(Mark
One)
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE OF 1934
For the fiscal year ended December 31, 1998
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 000-23349
DISPATCH MANAGEMENT SERVICES CORP.
(Exact name of registrant as specified in its charter)
Delaware 13-3967426
(State of incorporation) (IRS Employer
Identification No.)
1981 Marcus Avenue, Suite C131
Lake Success, New York 11042
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (516) 326-9810
Securities registered pursuant to Section 12(b)of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 par value per share
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 requirements 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. Yes [X] No
The aggregate market value of the common equity held by non-affiliates of
the Registrant (assuming for these purposes, but without conceding, that all
executive officers and directors are "affiliates" of the Registrant) as of March
31, 1999 (based on the last reported sales price of the Registrant's Common
Stock, par value $0.01, as reported on The Nasdaq National Market on such date)
was approximately $33,479,052. As of March 31, 1999, 11,903,663 shares of Common
Stock were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
The information required in Part III of the Form 10-K has been incorporated by
reference from the Registrant's definitive Proxy Statement on Schedule 14-A to
be filed with the Commission.
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Dispatch Management Services Corp., the registrant, hereby amends Item 14
of its Annual Report on Form
<PAGE>
10-K for the year ended December 31, 1998 as set forth in the pages attached
hereto.
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) Financial Statements and Schedules
3. Exhibits
The following list of exhibits includes both exhibits submitted with this
Report as filed with the Securities and Exchange Commission and those
incorporated by reference to other filings:
Exhibit
Number Description
------ -----------
2.1 -- Agreement, dated as of September 12, 1997, by and among
Dispatch Management Services Corp., Early Bird Courier
Service, LLC and Total Management, LLC and Michael Fiorito.
(1)
2.2 -- Agreement, dated as of September 15, 1997, by and among
Dispatch Management Services Corp., Aero Special Delivery
Service, Inc. and Jeanne Sparks. (1)
2.3 -- Agreement, dated as of September 30, 1997, by and among
Dispatch Management Services Corp., Bullit Courier Services,
Inc. and Theo Nicholoudis. (1)
2.4 -- Agreement, dated as of September 16, 1997, by and among
Dispatch Management Services Corp., Security Business
Services, Ltd., James Brett Greenbury, Kelly Donovan, Scawton
Limited, Lyon-Burwell Limited, Arazan Limited and Foreign &
Colonial Enterprise Trust plc. (1)
2.5 -- Agreement, dated as of September 11, 1997, by and among
Dispatch Management Services Corp., American Eagle Endeavors,
Inc., Barry Anderson, Cheryl O'Toole and Lawrence O'Toole.
(1)
2.6 -- Agreement, dated as of October 31, 1997, by and among
Dispatch Management Services Corp., Atlantic Freight Systems,
Inc., Thomas A. Bartley and Perry Barbaruolo. (2)
2.7 -- Agreement, dated as of September 10, 1997, by and among
Dispatch Management Services Corp., Express It Couriers, Inc.
and James M. Shaughnessy. (1)
2.8 -- Agreement, dated as of September 12, 1997, by and among
Dispatch Management Services Corp., Washington Express
Services, Inc., Gilbert D. Carpel, Michael D. Holder, Michael
K. Miller and Peter Butler. (1)
2.9 -- Agreement, dated as of September 26, 1997, by and among
Dispatch Management Services Corp., MLQ Express, Inc. and
John W. Wilcox, Jr. (1)
2.10 -- Agreement, dated as of September 19, 1997, by and among
Dispatch Management Services Corp., Time Couriers, LLC, Tom
Cromwell, William Krupman, Michael Stone, Peter Begley,
Thomas Hagerty, Kimberly Cilley, Christopher Hart, and DMS
Subsidiary Number. (1)
2.12 -- Agreement, dated as of September 14, 1997, by and among
Dispatch Management Services Corp., Kangaroo Express of
Colorado Springs, Inc. and Doris Orner. (1)
2.13 -- Agreement, dated as of September 10, 1997, by and among
Dispatch Management Services Corp., National Messenger, Inc.,
Robert D. Swineford and Steven B. Swineford. (1)
2.14 -- Agreement, dated as of September 10, 1997, by and among
Dispatch Management Services Corp., Fleetfoot Max, Inc., Gary
Brose, The King Company, KPM, Helen King, Robert Lewis, Jim
Brose, Barbara Lawrence, Robert L. King, John Sangster, Patsy
Sangster, PB Securities for the benefit of Robert L. King, PB
Securities for the benefit of Helen King, Gordon Lawrence,
Pat Lawrence, Melissa Lawrence, K. Lawrence and Creative
Consulting Corp. (1)
2.15 -- Agreement, dated as of September 12, 1997, by and among
Dispatch Management Services Corp., Profall, Inc., Thomas
Westfall, Alyson Westfall, David Prosser, and Adrienne
Prosser (1)
2.16 -- Agreement, dated as of September 11, 1997, by and among
Dispatch Management Services Corp., Express Enterprises,
Inc., Paul J. Alberts and Donald E. Stoelt. (1)
2.17 -- Agreement, dated as of October 23, 1997, by and among
Dispatch Management Services Corp., A & W Couriers, Inc. and
Joan Levy. (1)
2.18 -- Agreement, dated as of October 10, 1997, by and among
Dispatch Management Services Corp., Express It, Inc., and
Dave Clancy. (1)
2.19 -- Agreement, dated as of September 18, 1997, by and among
Dispatch Management Services Corp., Deadline Acquisition
Corp., Edward V. Blanchard, Jr., Melba Anne Hill and Scott T.
Milakovich. (1)
2.20 -- Agreement, dated as of September 12, 1997, by and among
Dispatch Management Services Corp., Kiwicorp Limited, Lynette
Williams and Tom Finlay. (1)
2.21 -- Agreement, dated as of September 10, 1997, by and among
Dispatch Management Services Corp., Transpeed Courier
Services, Inc., Richard A. Folkman, Stacey J. Folkman, Trey
Lewis and Evelyn R. Folkman. (1)
2.22 -- Agreement, dated as of September 15, 1997, by and among
Dispatch Management Services Corp., Clover Supply, Inc., and
John J. Walker. (1)
<PAGE>
2.23 -- Agreement, dated as of September 12, 1997, by and among
Dispatch Management Services Corp., S Car Go Courier, Inc.
and Michael Cowles. (1)
2.24 -- Agreement, dated as of September 12, 1997, by and among
Dispatch Management Services Corp., Christian Delivery &
Chair Service, Inc., and Leo J. Gould. (1)
2.25 -- Agreement, dated as of October 9, 1997, by and among Dispatch
Management Services Corp., Striders Courier, Inc., Tammy K.
Patterson and Merlene Y. Flores. (1)
2.26 -- Agreement, dated as of September 12, 1997, by and among
Dispatch Management Services Corp. and Gregory Austin,
trading as Battery Point Messengers. (1)
2.27 -- Agreement, dated as of September 12, 1997, by and among
Dispatch Management Services Corp., Christopher Grealish,
Inc. and Christopher Grealish. (1)
2.28 -- Agreement, dated as of September 17, 1997, by and among
Dispatch Management Services Corp., United Messengers, Inc.
and Marla Kennedy. (1)
2.29 -- Agreement, dated as of September 12, 1997, by and among
Dispatch Management Services Corp., and Christopher Neal. (1)
2.30 -- Agreement, dated as of October 4, 1997, by and among Dispatch
Management Services Corp., TimeCycle Couriers, Inc., Eric D.
Nordberg and Jeffrey Appeltans. (1)
2.31 -- Agreement, dated as of September 10, 1997, by and among
Dispatch Management Services Corp., Rocket Courier Services,
Inc., Sean Leonce, Grace Leonce and Samer Hassan. (1)
2.32 -- Agreement, dated as of September 14, 1997, by and among
Dispatch Management Services Corp. and Michael Studebaker.
(1)
2.33 -- Agreement, dated as of September 10, 1997, by and among
Dispatch Management Services Corp., Delivery Incorporated and
Gary Brose. (1)
2.34 -- Agreement, dated as of September 12, 1997, by and among
Dispatch Management Services Corp., AFS Courier Systems, Inc.
and Frank L. Mullins. (1)
2.35 -- Share Purchase Agreement, dated as of August 20, 1997, by and
among Dispatch Management Services LLC, Alice Rebecca Clark,
Roy Clark, Trustees of the Roy Clark (Life Interest)
Settlement 1997, Trustees of the Alice Rebecca Clark
(Discretionary) Settlement 1997, Matthew Clark, Simon Clark
and Brookside Systems and Programming Limited. (1)
2.36 -- Agreement, dated as of October 6, 1997, by and among Dispatch
Management Services Corp., Bridge Wharf Investments Limited
and Riverbank Limited. (1)
2.37 -- Brand Manager Agreement, dated as of September 14, 1997,
between Dispatch Management Services Corp. and Barry Anderson
(Minneapolis). (1)
2.38 -- Brand Manager Agreement, dated as of September 12, 1997,
between Dispatch Management Services Corp. and Frank L.
Mullins. (1)
2.39 -- Brand Manager Agreement, dated as of September 25, 1997,
between Dispatch Management Services Corp. and Leo J. Gould
and Jodi Gould. (1)
2.40 -- Brand Manager Agreement, undated, between Dispatch Management
Services Corp. and John J. Walker. (1)
2.41 -- Brand Manager Agreement, undated, between Dispatch Management
Services Corp. and Dave Clancy. (1)
2.42 -- Brand Manager Agreement, undated, between Dispatch Management
Services Corp. and Allen Orner. (1)
2.43 -- Brand Manager Agreement, dated as of September 12, 1997,
between Dispatch Management Services Corp. and Kiwicorp
Limited. (1)
2.44 -- Brand Manager Agreement, dated as of October 9, 1997, between
Dispatch Management Services Corp. and Tammy K. Patterson and
Merlene Y. Flores. (1)
2.45 -- Brand Manager Agreement, dated as of October 8, 1997, between
Dispatch Management Services Corp. and Tom Cromwell and Peter
Begley. (1)
2.46 -- Brand Manager Agreement, undated, between Dispatch Management
Services Corp. and Jeff Appeltans and Eric D. Nordberg. (1)
2.47 -- Brand Manager Agreement, undated, between Dispatch Management
Services Corp. and Marla Kennedy. (1)
2.48 -- Brand Manager Agreement, dated as of September 10, 1997,
between Dispatch Management Services Corp. and James Michael
Shaughnessy. (1)
2.49 -- Brand Manager Agreement, undated, between Dispatch Management
Services Corp. and Barry Anderson (Phoenix). (1)
2.50 -- Brand Manager Agreement, undated, between Dispatch Management
Services Corp. and Joan Levy. (1)
2.51 -- Brand Manager Agreement, dated as of September 21, 1997,
between Dispatch Management Services Corp. and Christopher
Neal. (1)
2.53 -- Brand Manager Agreement, dated as of September 12, 1997,
between Dispatch Management Services Corp. and Dispatch
Management Services Corp. of the National Capital Area, Inc.
(1)
2.54 -- Brand Manager Agreement, dated as of September 15, 1997,
between Dispatch Management Services Corp. and The Delivery
Company Limited. (1)
2.55 -- Brand Manager Agreement, dated as of October 1, 1997, between
Dispatch Management Services Corp. and Creative Consulting
Corp. (2)
2.56 -- Brand Manager Agreement, dated as of October 1, 1997, between
Dispatch Management Services Corp. and Creative Consulting
Corp. (2)
<PAGE>
2.57 -- Brand Manager Agreement, dated November 1, 1997, between
Dispatch Management Services Corp. and Atlantic
Transportation Consultants, Inc. (3)
2.58 -- Agreement, dated as of October 31, 1997, among Dispatch
Management Services Corp., Pacific Freight Systems, Inc.,
Thomas A. Bartley and Perry Barbaruolo. (2)
2.59 -- Agreement, dated December 2, 1997, among Dispatch Management
Services Corp., and Munther Hamoudi. (2)
2.60 -- Agreement, dated November 21, 1997, among Dispatch Management
Services Corp., Zoom Messenger Service, Inc. and Frank
Nizzare. (2)
2.61 -- Agreement, dated as of November 26, 1997, among Dispatch
Management Services Corp., A Courier of the Carolinas, LLC, A
Courier, Inc., and Tesseract Limited Partnership. (3)
2.62 -- Agreement, dated as of November 20, 1997, among Dispatch
Management Services Corp., Express Air Management, Inc.,
Robert G. Driskell, Arthur J. Morris, Randolph H. Schneider
and DMS Subsidiary Number. (3)
2.63 -- Agreement, dated as of December 19, 1997, among Dispatch
Management Services Corp., A Courier of Tennessee, LLC, A
Courier, Inc., Scott Evatt, and Timothy E. French. (3)
2.64 -- Agreement, dated as of November 20, 1997, among Dispatch
Management Services Corp., A Courier, Inc., Robert G.
Driskell, Arthur J. Morris and Randy H. Schneider. (3)
2.65 -- Brand Manager Agreement, dated November 12, 1997, between
Dispatch Management Services Corp. and Detroit Dispatch
Management Services, Inc. (3)
2.66 -- Brand Manager Agreement, undated between Dispatch Management
Services Corp. and Michael R. Cowles. (3)
2.67 -- Brand Manager Agreement, dated September 19, 1997, between
Dispatch Management Services Corp. and Michael Studebaker.
(3)
2.68 -- Brand Manager Agreement, dated September 15, 1997, between
Dispatch Management Services Corp. and Scott T. Milakovich.
(3)
2.69 -- Brand Manager Agreement, dated November 13, 1997, between
Dispatch Management Services Corp. and Frank Nizzare. (3)
2.70 -- Brand Manager Agreement, dated November 26, 1997, between
Dispatch Management Services Corp. and Columbine Management
Services, LLC. (3)
2.71 -- Brand Manager Agreement, dated November 20, 1997, between
Dispatch Management Services Corp. and Muiran, Inc. (3)
2.72 -- Brand Manager Agreement, dated September 30, 1997, between
Dispatch Management Services Corp. and Gregory W. Austin. (3)
2.73 -- Brand Manager Agreement, dated September 21, 1997, between
Dispatch Management Services Corp. and Christopher Neal. (3)
2.74 -- Agreement between the Registrant and Delta Air & Road
Transport PLC. (5)
3.1 -- Certificate of Incorporation, as amended (Certificate of
Incorporation filed with the Delaware Secretary of State on
September 5, 1997 and subsequently amended by Certificate of
Amendment of Certificate of Incorporation filed with the
Delaware Secretary of State on November 26, 1997). (6)
3.1.1 -- Certificate of Designations, Preferences, Related Rights,
Qualifications, Limitations and Restrictions of Series C
Junior participating preferred Shares. (7)
3.2 -- Amended and Restated Bylaws. (7)
4.0 -- Rights Agreement, dated as of December 14, 1998, between
Dispatch Management Services Corp. and American Stock
Transfer & Trust Company, as Rights Agent. (7)
10.1 -- Form of Officer and Director Indemnification Agreement. (2)
10.2 -- Form of Employment Agreement dated February 5, 1998 between
the Company and each of Ms. Jenkinson and Messrs. Holder,
Bogoievski, Stewart and Gardner. (3)
10.3 -- Non-Competition Agreement, dated February 2, 1998, by and
between Dispatch Management Services Corp. and Gregory Kidd.
(4)
10.4 -- Form of 1997 Stock Incentive Plan. (2)
10.5 -- Form of Financing and Security Agreement by and among
Dispatch Management Services Corp., Dispatch Management
Services San Francisco Corp., Dispatch Management Services
New York Corp., Dispatch Management Services Acquisition
Corp., Road Management Services Corporation, Balmerino
Holdings Limited, Statetip Limited and Nationsbank, N.A. (4)
10.6 -- Letter Agreement between Michael Fiorito and the Company.
(6)
11.0 -- Statement Regarding Computation of Earnings (Loss) Per
Share. (8)
21.1 -- Subsidiaries of Dispatch Management Services Corp. (8)
23.1 -- Consent of PricewaterhouseCoopers LLP. (8)
27.0 -- Financial Data Schedule. (8)
99.0 -- Amended and Restated Credit Agreement among Dispatch
Management Services Corp. as Borrower, and the Material
Subsidiaries of the Borrower as guarantors, and the lenders
identified herein, and NationsBank N.A., as Administrative
Agent dated as of April 8, 1999. (8)
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(1) Incorporated by reference to the exhibit of like number to Registrants'
Registration Statement on Form S-1, File No. 333-39971, filed with the
Commission on November 10, 1997.
<PAGE>
(2) Incorporated by reference to the exhibit of like number to Amendment No. 1
to the Registrants' Registration Statement on Form S-1, File No.
333-39971, filed with the Commission on December 24, 1997.
(3) Incorporated by reference to the exhibit of like number to Amendment No. 2
to the Registrants' Registration Statement on Form S-1, File No.
333-39971, filed with the Commission on January 13, 1997.
(4) Incorporated by reference to the exhibit of like number to Amendment No. 3
to the Registrants' Registration Statement on Form S-1, File No.
333-39971, filed with the Commission on February 3, 1997.
(5) Incorporated by reference to Exhibit 2 to the Registrant's Current Report
on Form 8-K dated April 7,1998, File No. 000-23349.
(6) Incorporated by reference to the exhibit of like number of the
Registrant's Annual Report on Form 10-K for the fiscal year ended December
31, 1997.
(7) Incorporated by reference to the exhibit of like number of the
Registrant's Current Report on Form 8-K dated December 14,1998, File No.
000-23349.
(8) Previously filed with the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1998, File No. 000-23349, filed with the
Commission on April 15, 1999.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this amendment to be signed on its
behalf by the undersigned, thereunto duly authorized.
DISPATCH MANAGEMENT SERVICES CORP.
(Registrant)
Date: August 4, 1999 By: /s/ Marko Bogoievski
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Marko Bogoievski
Chief Financial Officer
