Form 10-KSB/A
U.S. Securities and Exchange Commission
Washington, D.C. 20549
(Mark One)
[X] Annual report under section 13 or 15(d) of the Securities Exchange Act of
1934 For the fiscal year ended December 31, 1998.
[_] Transition report pursuant section 13 or 15(d) of the Securities Exchange
Act of 1934
For the transition period from __________________ to ________________.
Commission file number: 0-23687
Stockgroup.com Holdings, Inc.
(Exact name of small business issuer as specified in its charter)
Colorado 84-1379282
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
SUITE 500 - 750 W PENDER STREET
VANCOUVER BRITISH COLUMBIA CANADA V6C 2T7 A2
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, (604) 331-0995
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 is not contained in this form, and no disclosure will 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-KSB
or any amendment to this Form 10-KSB.
State issuer's revenues for its most recent fiscal year: $1,920,052.00
The aggregate market value of common equity held by non-affiliates of the
registrant as of April 25, 2000 was $18,438,750.
The number of shares outstanding of each of the registrant's common equity, as
of April 25, 2000 was 8,195,000.
Documents incorporated by reference:
None.
Transitional Small Business Disclosure Format (check one):Yes.[]; No [x]
<PAGE>
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT.
The following table sets forth, as of April 25, 2000, the name, age and
position of the Company's Directors, Executive Officers and other significant
employees.
Name Age Position with the Company
- ---- --- -------------------------
Marcus A. New............ 29 Chairman of the Board; Chief Executive Officer
David Caddey............. 49 Director
Louis deBoer II.......... 47 Director
Leslie Landes............ 54 Director, President and Chief Operating Officer
Craig Faulkner........... 29 Director, Chief Technology Officer
David Andelman........... 53 Editor in Chief
John H. Dawe, CFA........ 40 Vice President Finance, Secretary & Treasurer
Tim Bush ................ 40 Vice President Sales
The backgrounds of our Directors, Officers and significant employees are as
follows:
Marcus New, Founder, Chairman of the Board and CEO
Marcus New is the founder, Chairman and Chief Executive Officer of
Stockgroup.com. Mr. New formed the vision for Stockgroup.com in 1995 and
developed the company from an idea to the dominant single source for small cap
information on the Internet. Over the last five years he has grown the company
by re-investing profits earned and has successfully built a substantial
corporate client roster based on development of his ideas for Internet
marketing. Similar to other successful Internet pioneers, Mr. New created
Stockgroup.com based on identification of the ways in which the Internet could
be used to provide services which were not otherwise available.
Over the last two years Mr. New has aggressively marketed Stockgroup.com across
North America and in Europe and has attracted a high profile senior management
team to implement his vision for Stockgroup.com.
David N. Caddey, B.Sc., M.Sc., Director
Mr. Caddey has been a Director of the Company since inception and has over 26
years experience in the business and program management field. He currently
serves as a Executive Vice President of MacDonald Dettwiler and Associates.
MacDonald Dettwiller is a wholly-owned subsidiary of Orbital Sciences Corp.
(NYSE: ORB), a space technology and satellite services company that designs,
manufactures, operates and markets a broad range of space products and services.
Mr. Caddey is also the General Manager of the company's Space Missions Group
where he is responsible for managing the construction of the Radarsat-2
spacecraft and associated ground infrastructure program, valued at over $350
million, as well as the construction of the Space Station Mobile Servicing
System.
From 1994 to 1998, Mr. Caddey worked as a Vice President and General Manager of
the Space and Defense Systems Business Area. In this capacity, he was
responsible for marketing and sales, project management, technical management
and post delivery support. From 1990 to 1994 he served as Vice President and
General Manager of Geo-information Systems where he managed the development of
Radarsat I Ground Segment Program.
<PAGE>
Louis deBoer II, Director
Mr. deBoer has over 20 years experience in the strategic development of national
media programming, advertising sales and content development. Mr. deBoer spent
17 years at HBO culminating in the positions of Executive Vice President of HBO
Inc. and President of its International division, where he played an
instrumental role in helping negotiate and broker deals that significantly
increased the company's presence in its International markets. Currently Mr.
deBoer serves as President at MediaFutures, Inc. with clients in the Internet
and cable broadcasting industries. He provides strategic counsel for such
companies as Hearst New Media, Cox Enterprises, Rainbow Programming as well as
several emerging growth companies.
Prior to forming MediaFutures, he was Chief Executive Officer at New Century
Network, an online company formed by a consortium of the nine leading US
newspaper organizations, including, Advance Communications, Cox Communications,
The Chicago Tribune, Hearst, Gannett, Knight-Ridder, Inc., The New York Times,
The Washington Post and Times-Mirror. At New Century Networks, Mr. deBoer
managed the team of experts that aggregated content and marketed and sold space
to over 150 newspaper Web sites.
Leslie A. Landes, Director, President and Chief Operating Officer
Leslie Landes, President and Chief Operating Officer, has been with the Company
since August 1998 and has been an advisor to the Company since inception. Mr.
Landes previously founded Landes Enterprises Limited, a privately held interim
turnaround management consulting company that advised and counseled clients in
several industries including telecommunications and technology on issues ranging
from mergers and acquisitions to international marketing campaigns.
Prior to forming Landes Enterprises in 1992 Mr. Landes spent 13 years with the
Jim Pattison Group, Canada's third largest privately held company with sales in
excess of $3 Billion and over 13,000 employees. He served as President of The
Jim Pattison Sign Group, Outdoor Group, and Communications Group, which included
radio and television stations and paid subscription print publications.
Ultimately he was appointed President of Jim Pattison Industries Ltd. and Senior
Vice President of the parent Jim Pattison Group, responsible for the Group's
acquisitions and divestitures, and with involvement in the management of the
Group's 50 diversified companies. He successfully initiated and completed the
acquisition of strategically important companies in a number of diverse
industries in which the Group was active. Under his direction the sign group was
built into the largest electric sign company in the world.
Craig Faulkner, Director, Chief Technology Officer
Mr. Faulkner is one of the original executive and board members of
Stockgroup.com.
Mr. Faulkner's skill and knowledge of database-to-web solutions brings a history
of innovative and dynamic solutions. Early in his career, Mr. Faulkner led
Stockgroup.com to co-develop one of the first portfolio tracking tools,
LivequoteSRG, based 100 percent on the use of Java.
Mr. Faulkner has managed both sales and production professionals. As General
Manager for TASP International, he was responsible for the recruiting, training
and direction of more than 20 sales associates. Currently, Mr. Faulkner manages
the programming and information management team at Stockgroup.com, initiates
solutions with data and hardware vendors, while maintaining a senior management
role and board membership.
Under Mr. Faulkner's direction, Stockgroup.com has implemented a sophisticated
blend of both Sun Solaris and Microsoft NT solutions. Stockgroup.com's main site
is hosted on IBM Netfinity servers, while client sites are hosted on Sun
Enterprise machines.
<PAGE>
David Andelman, Editor in Chief
David A. Andelman is a leading international journalist and communications
professional who has spent more than 30 years in print and broadcast media, most
recently as news editor of Bloomberg News.
He began his career as a domestic and foreign correspondent and bureau chief for
The New York Times in the U.S., Southeast Asia and Eastern Europe. For seven
years he served as European correspondent for CBS News, based in Paris and as
Washington correspondent for CNBC before joining Bloomberg in 1995. He is the
author of two books, and has written articles for such magazines as Harper's,
The Atlantic, The New Republic and Readers Digest. He is a graduate of Harvard
College and the Columbia University Graduate School of Journalism, and is a
member of the Council on Foreign Relations.
On December 15, 1999 Stockgroup.com appointed Mr. Andelman as Editor in Chief.
Mr. Andelman has the responsibility of building a world class news service
devoted to the small cap sector. Mr. Andelman is based in Stockgroup.com's New
York office.
John H. Dawe, CFA, Vice President Finance, Secretary & Treasurer
John Dawe joined Stockgroup.com in 1998 as Vice President Finance, Secretary and
Treasurer. Mr. Dawe holds the Chartered Financial Analyst designation and brings
over 17 years experience in the investment brokerage and financial services
community. During his career he has held senior marketing, treasury and business
development positions and established a successful consulting practice
specializing in strategic analysis and marketing services for the financial
industry. His career has focused on both corporate finance and financial
marketing. He has held senior positions with Pemberton Securities (now part of
RBC Dominion Securities), The Pacific Corporate Trust Company and served as
Treasurer of Canada's fourth largest Credit Union, Pacific Coast Savings. In
this position he managed $1.1 billion and generated the sale of over $100
million of mortgaged-backed securities and institutional mortgage asset sales.
Tim Bush, Vice President Sales
Tim Bush has been managing professional sales teams in major corporations for
the past 14 years. He has a proven track record of rapidly growing sustainable
business at high customer service levels. He began his career by progressing
quickly in sales and branch sales management at ComputerLand in 1983. At the end
of his 8 years he had regional responsibility for major and corporate account
sales. Previous to joining Stockgroup.com, Mr. Bush was a Regional Sales
Director for one of the world's largest computer products and services
distributors, Ingram Micro Inc. Prior to that he was Regional Sales Director for
computer distributor Merisel. As a Regional Sales Director for the past 8 years,
his teams have averaged over 30% sales growth with sales in excess of $400
Million and have consistently enjoyed a dominant market share position and high
customer retention and satisfaction.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers, directors and persons who own more than ten percent of the
outstanding Common Stock of the Company to file reports of ownership and changes
in ownership of the Common Stock with the Securities and Exchange Commission in
ownership of the Common Stock with the Securities and Exchange Commission (the
"Commission"). Executive officers, directors and greater than ten percent
shareholders are also required by Commission regulations to furnish the Company
with copies of all forms they file pursuant to Section 16(a). Based solely on
review of the copies of such reports furnished to the Company and written
representations from reporting persons, to the Company's knowledge, all of the
Section 16(a) filing requirements applicable to such persons with respect to
fiscal 1999 were complied with on a timely basis.
<PAGE>
Item 10. Executive Compensation
Executive Officer Compensation
The following summary compensation table sets forth individual compensation
information for the Chief Executive Officer and each of the Company's other
executive officers (the "Named Executive Officers") whose aggregate compensation
exceeded $100,000 during each of the years ended December 31, 1997, 1998 and
1999 pertaining to services rendered to Stockgroup.com.
Summary Compensation Table
<TABLE>
<CAPTION>
All Annual
Name and Principal Position Year Salary Bonus compensation
- --------------------------- ---- -------- ------- -----------
<S> <C> <C> <C> <C>
Marcus New 1997 $ 47,436 $ 0 $ 47,436
Chief Executive Officer, 1998 $ 40,192 $ 0 $ 40,192
Chairman and Director 1999 $ 111,073 $ 0 $ 111,073
Leslie Landes, 1997 n/a n/a n/a
President & Chief Operating Officer 1998 $ 38,781 $ 0 $ 38,781
1999 $ 122,654 $ 0 $ 122,654
</TABLE>
The following table presents information concerning stock options granted to or
exercised by Named Executive Officers during 1999 for services rendered to
Stockgroup.com Holdings, Inc.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION> INDIVIDUAL GRANTS
- -----------------------------------------------------------------------------------------------
Number of % of Total
Securities Options
Underlying Granted to
Options Employees in Exercise or Base Expiration
Name Granted (#) Fiscal Year Price ($/share) Date
- ----------------- ------------ -------------- ---------------- --------------
<S> <C> <C> <C> <C> <C>
Marcus New 325,000 18.22% 2.50 March 11, 2004
Leslie Landes 105,000 5.89% 0.01 August 1, 2004
640,800* 35.93% 0.94 August 1, 2004
</TABLE>
*Note: 107,600 of Mr. Landes' options to purchase shares at a price of $0.94
will vest and be exercisable only if the Company attains sales performance
levels of $16,500,000 and $28,500,000 respectively in fiscal years ending
December 31, 2000 and 2001.
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR OPTION VALUES
<TABLE>
<CAPTION>
Number of Shares underlying Value of Unexercised
Unexercised Options at In-the-Money Options at
December 31, 1999 December 31, 1999
Shares acquired Value ------------------------------ ---------------------------
Name on Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
---- --------------- ------------ ----------- -------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Marcus New 0 0 0 325,000 0 0
Leslie Landes 0 0 0 105,000 0 $ 169,575
0 0 0 640,800 0 $ 438,948
</TABLE>
Directors' Compensation
We compensate our Directors by issuing each one options to acquire 20,000 shares
of Common Stock which fully vest after one year of service on our Board of
Directors. Mr. David Caddey was granted such options on March 11, 1999 which
have an exercise price of $2.50 per share and become fully vested and
exercisable on March 11, 2000. Mr. Louis deBoer II was granted such options on
October 7, 1999 which have a exercise price of $2.75 per share and become fully
vested and exercisable on October 7, 2000.
Employment and Severance Agreement
The Company has an employment agreement with its President Leslie Landes. This
agreement was signed on August 4, 1998 and has a term of 5 years. Under the
agreement Mr. Landes receives compensation of $150,000 per annum. The agreement
may be terminated by the Company or Mr. Landes on 30 days notice and if
termination is initiated by the Company, Mr. Landes is to receive a severance
payment equal to 12 months compensation.
Item 11. Security Ownership of Certain Beneficial Owners and Management
Security Ownership of Certain Beneficial Owners
The following table sets forth as of April 25, 2000 the beneficial ownership of
Common Stock of each person known to the Company who owns more than 5% of the
issued and outstanding Common Stock.
Name and address* of Amount and Nature Percent of
Beneficial Owner of Beneficial Ownership Class
- ------------------------- ----------------------- ------
Marcus New 2,882,000(1)(2) 34.89%
Yvonne New 2,745,000(1)(4) 33.52%
518464 B.C. Ltd. 2,245,000(1)(5) 27.39%
Craig Faulkner 954,000(1)(3) 11.59%
569358 B.C. Ltd. 665,000(1)(6) 8.11%
*Unless otherwise referenced, the address for each of the above mentioned
parties is c/o Stockgroup.com Holdings, Inc. Suite 500 - 750 West Pender Street,
Vancouver, B.C. Canada V6C 2T7.
<PAGE>
- -----------
(1) Pursuant to a Share Exchange and Share Purchase Agreement dated March 11,
1999 (the "SEA") by and among the Company, formerly called I-Tech Holdings
Group, Inc., 579818 B.C. Ltd., a British Columbia, Canada corporation
wholly-owned by the Company (the "Subsidiary"), Stock Research Group, Inc., a
British Columbia, Canada corporation ("Stock Group") and all of the shareholders
of Stock Group, being nine persons (collectively, the "Stock Group
Shareholders"), the Company acquired (the "Acquisition") all of the issued and
outstanding common shares of Stock Group from the Stock Group Shareholders in
consideration of the issuance by (i) the Subsidiary to the Stock Group
Shareholders, on a pro-rata basis, of 3,900,000 Class A Exchangeable Shares (the
"Exchangeable Shares") and (ii) by the Company issuing to Stocktrans, Inc.,
located at 7 East Lancaster Avenue, Ardmore, PA 19003, as trustee for the Stock
Group Shareholders (the "Trustee") 3,900,000 shares of Common Stock to be held
under the terms of an Exchange and Voting Agreement dated March 11, 1999 (the
"Trust Agreement") by and among the Company, the Trustee, the Subsidiary and the
Stock Group Shareholders. The Exchangeable Shares may be converted, at the
option of the holder into an equal number of shares of the Company's Common
Stock held by the Trustee. Pending any such conversion, each holder of the
Exchangeable Shares may direct the Trustee to vote an equivalent number of
shares of the Company's Common Stock. The Trustee has no discretion as to voting
or disposition of the Company's Common Stock.
As a result of these transactions, each of the Stock Group Shareholders has the
right to vote, (or to direct the Trustee to vote on behalf of such Stock Group
Shareholder) a number of shares of the Company's Common Stock equal to the
number of Exchangeable Shares held of record by such Stock Group Shareholder. In
the aggregate, shares of the Company's Common Stock issued to the Trustee
represent approximately 47.59% of the Company's issued and outstanding shares of
Common Stock.
The Trust created by the SEA shall continue until the earliest to occur of the
following events: (a) no outstanding Exchangeable Shares are held by any Stock
Group Shareholder; (b) each of the Subsidiary and the Company acts in writing to
terminate the Trust and such termination is approved by the holders of the
Exchangeable Shares in accordance with section 27.10 of the SEA; and (c)
December 31, 2098.
(2) Of this amount, 47.62% (or 1,372,500 shares) of the Exchangeable Shares are
owned by Yvonne New, Mr. New's wife.
Mr. Marcus New and his wife, Yvonne New, each own directly 250,000 Exchangeable
Shares, and indirectly, through 518464 B.C. Ltd., a British Columbia company
owned by Mr. New as to 50% and his wife Yvonne New as to 50%, 2,245,000
Exchangeable Shares. Mr. New also owns 2,000 shares of Common Stock which were
purchased in the open market. Accordingly, Marcus and Yvonne New have the right
to direct the vote of 2,747,000 shares of the Company's Common Stock which
represent approximately 33.52% of the Company's issued and outstanding Common
Stock.
In addition, of this amount, 70,000 shares are held in trust for the benefit of
Mr. New. This trust is a non-voting trust. Mr. New was also granted options to
purchase 325,000 shares of Common Stock at an exercise price of $2.50 per share.
The initial vesting of 65,000 options took place on March 11, 2000. In
combination with Mr. New's 2,745,000 Exchangeable shares, 2,000 shares of Common
Stock, and 70,000 shares of Common Stock held in trust, these 65,000 optioned
shares create a beneficial ownership position in the company of 2,882,000 shares
representing approximately 34.89% of the Company's issued and outstanding Common
Stock.
<PAGE>
(3) Of this amount, Mr. Craig Faulkner owns directly 250,000 Exchangeable Shares
and indirectly, through 569358 B.C. Ltd., a British Columbia company owned by
Mr. Faulkner, 665,000 Exchangeable Shares. Mr. Faulkner has also been granted
options to acquire 195,000 shares of Common Stock at an exercise price of $2.50
per share. Mr. Faulkner was granted these options on March 11, 1999. The options
have a five year term and vest 20% per year. The initial vesting of 39,000
options took place on March 11, 2000. In combination with his direct and
indirect holdings of 915,000 Exchangeable Shares, Mr. Faulkner controls 954,000
shares representing approximately 11.59% of the Company's issued and outstanding
Common Stock.
(4) Yvonne New is Marcus New's wife. Mrs. New owns 250,000 Exchangeable Shares
directly and 2,245,000 shares indirectly through her 50% ownership of 518464
B.C. Ltd. These holdings in combination with the 250,000 Exchangeable Shares and
2,000 shares of Common Stock owned by Mr. New, bring Ms. New's beneficial
ownership of shares of the Comapany to 33.52%.
(5) 518464 B.C. Ltd. is a private company owned 50% by Marcus New and 50% by
Yvonne New, his wife.
(6) 569358 B.C. Ltd. is a private company wholly-owned by Craig Faulkner.
Security Ownership of Management
The tables below and the paragraphs that follow present certain information
concerning Directors, Executive Officers and significant employees of the
Company. Mr. David Caddey is Mr. Marcus New's wife's uncle. Other than this
relationship, none of the Company's Directors, Executive Officers or significant
employees has any family relationship with any other Director, Executive Officer
or significant employee.
<TABLE>
<CAPTION>
Executive Shares of Common
Officer/ Stock Beneficially Percent
Positions Director Owned as of of class
Name Age with Company Since April 27, 2000 (3)
- -------------------------------- ------ -------------------- ---------- -------------------- ----------
<S> <C> <C> <C> <C> <C>
Directors:
Marcus A. New 29 Chairman of the 05/04/95 2,882,000(1)(2)(6) 34.89%
Board, Chief
Executive
Officer, Director
Craig D. Faulkner 29 Chief Technology 05/04/95 954,000(1)(3)(7) 11.59%
Officer, Director
Leslie A. Landes 54 President, Chief 08/04/98 Nil(8) **
Operating Officer,
Director
Louis deBoer II 47 Director 10/07/99 Nil(9) **
David Caddey 49 Director 05/04/95 80,000(1)(4)(10) **
Executive Officers and significant employees who are not Directors:
John H. Dawe, CFA 40 Vice President of 11/17/98 10,800(5)(11) **
Finance, Secretary
and Treasurer
David Andelman 53 Editor in Chief 12/16/99 6,000(5)(12)
Tim Bush 40 Vice President Sales 01/03/00 6,000(5)(13)
All Directors, Executive Officers and
Significant employees as a group ............................... 3,938,800(1)(2) 47.29%
(3)(4)(5)(6)(7)
(10)(11)
</TABLE>
** Less than one percent
<PAGE>
- ----------
(1) Pursuant to a Share Exchange and Share Purchase Agreement dated March 11,
1999 (the "SEA") by and among the Company, formerly called I-Tech Holdings
Group, Inc., 579818 B.C. Ltd., a British Columbia, Canada corporation
wholly-owned by the Company (the "Subsidiary"), Stock Research Group, Inc., a
British Columbia, Canada corporation ("Stock Group") and all of the shareholders
of Stock Group, being nine persons (collectively, the "Stock Group
Shareholders"), the Company acquired (the "Acquisition") all of the issued and
outstanding common shares of Stock Group from the Stock Group Shareholders in
consideration of the issuance by (i) the Subsidiary to the Stock Group
Shareholders, on a pro-rata basis, of 3,900,000 Class A Exchangeable Shares (the
"Exchangeable Shares") and (ii) by the Company issuing to Stocktrans, Inc.,
located at 7 East Lancaster Avenue, Ardmore, PA 19003, as trustee for the Stock
Group Shareholders (the "Trustee") 3,900,000 shares of Common Stock to be held
under the terms of an Exchange and Voting Agreement dated March 11, 1999 (the
"Trust Agreement") by and among the Company, the Trustee, the Subsidiary and the
Stock Group Shareholders. The Exchangeable Shares may be converted, at the
option of the holder into an equal number of the Company's Common Stock held by
the Trustee. Pending any such conversion, each holder of the Exchangeable Shares
may direct the Trustee to vote an equivalent number of Company's Common Stock.
The Trustee has no discretion as to voting or disposition of the Company's
Common Stock.
As a result of these transactions, each of the Stock Group Shareholders has the
right to vote, (or to direct the Trustee to vote on behalf of such Stock Group
Shareholder) a number of the Company's Common Stock equal to the number of
Exchangeable Shares held of record by such Stock Group Shareholder. In the
aggregate, the Company's Common Stock issued to the Trustee represent
approximately 47.59% of the Corporation's issued and outstanding shares of
Common Stock.
The Trust created by the SEA shall continue until the earliest to occur of the
following events: (a) no outstanding Exchangeable Shares are held by any Stock
Group Shareholder; (b) each of the Subsidiary and the Company acts in writing to
terminate the Trust and such termination is approved by the holders of the
Exchangeable Shares in accordance with section 27.10 of the SEA; and (c)
December 31, 2098.
(2) Of this amount, 47.62% (or 1,372,500 shares) of the Exchangeable Shares are
owned by Yvonne New, Mr. New's wife.
Mr. Marcus New and his wife, Ms. Yvonne New, each own directly 250,000
Exchangeable Shares, and indirectly, through 518464 B.C. Ltd., a British
Columbia company owned by Mr. New as to 50% and Ms. New as to 50%, 2,245,000
Exchangeable Shares. Mr. New also owns 2,000 shares of Common Stock which were
purchased in the open market. Accordingly, Mr. and Ms. New have the right to
direct the vote of 2,747,000 shares of the Company's Common Stock which
represent approximately 33.52% of the Company's issued and outstanding Common
Stock.
In addition, Mr. New beneficially owns 70,000 shares which are held in trust for
the benefit of Mr. New. This trust is a non-voting trust.
(3) Of this amount, Mr. Craig Faulkner owns directly 250,000 Exchangeable Shares
and indirectly, through 569358 B.C. Ltd., a British Columbia company owned by
Mr. Faulkner, 665,000 Exchangeable Shares.
<PAGE>
(4) Of this amount, 50% (or 30,000 shares) are owned by Ms. Donna Caddey, Mr.
Caddey's wife.
Mr. David Caddey and his wife, Donna Caddey, each own directly 20,000
Exchangeable Shares. In addition, 20,000 shares of Common Stock are owned
jointly by David and Donna Caddey. Accordingly, Mr. and Ms. Caddey have the
right to direct the vote of 60,000 of the Company's Common Stock which
represents approximately 0.73% of the Company's issued and outstanding Common
Stock.
(5) Mr. John Dawe, Mr. David Andelman and Mr. Tim Bush each respectively own
800, 6,000 and 6,000 shares of Common Stock purchased in the open market.
(6) Mr. New has been granted options to acquire 325,000 shares of Common Stock
at an exercise price of $2.50 per share. Mr. New was granted these options on
March 11, 1999. The options have a five year term and vest 20% per year. The
initial vesting of 65,000 options took place on March 11, 2000 and the
beneficial ownership calculation here includes 65,000 shares of Common Stock
underlying these options. In combination with Mr. New's 2,745,000 Exchangeable
shares, 2,000 shares of Common Stock, 70,000 shares of Common Stock held in
trust, these 65,000 optioned shares create a beneficial ownership position in
the company of 2,882,000 shares representing approximately 34.89% of the
Company's issued and outstanding Common Stock.
(7) Mr. Faulkner has been granted options to acquire 195,000 shares of Common
Stock at an exercise price of $2.50 per share. Mr. Faulkner was granted these
options on March 11, 1999. The options have a five year term and vest 20% per
year. The initial vesting of 39,000 options took place on March 11, 2000 and the
beneficial ownership calculation here includes 39,000 shares of Common Stock
underlying these options. In combination with his direct and indirect holdings
of 915,000 Exchangeable shares, Mr. Faulkner controls 954,000 shares
representing approximately 11.59% of the Company's issued and outstanding Common
Stock.
(8) Mr. Caddey has been granted options to purchase 20,000 shares of Common
Stock at an exercise price of $2.50 per share. Mr. Caddey was granted these
options on March 11, 1999. The options have a six year term and full vesting of
the 20,000 options took place on March 11, 2000 and the beneficial ownership
calculation here includes 20,000 shares of Common Stock underlying these
options. In combination with his direct and indirect holdings of 40,000
Exchangeable Shares and direct and indirect holdings of 20,000 shares of Common
Stock, Mr. Caddey controls 80,000 shares representing approximately 0.97% of the
Company's issued and outstanding Common Stock.
(9) Mr. Leslie Landes has been granted options to purchase 745,800 shares of the
Company's Common Stock at a price of $0.01 per share as to 105,000 shares and
$0.94 per shares as to the balance. Mr. Landes was granted these options on
March 11, 1999. The options may be exercised, to the extent vested, only after
August 1, 2000. As at August 1, 1999, 106,640 of the options had vested. In
addition, 107,600 of Mr. Landes' options to purchase shares at a price of $0.94
will vest and be exercisable only if the Company attains Company attains sales
performance levels $16,500,000 and $28,500,000 respectively in fiscal years
ending December 31, 2000 and 2001. As at April 27, 2000, none of Mr. Landes'
options provide him with the right to control any of the Company's issued or
outstanding Common Stock.
(10) Mr. Louis deBoer II, has been granted options to purchase 20,000 shares of
the Company's Common Stock at an exercise price of $2.75 per share. Mr. deBoer
was granted these options on October 7, 1999. The options have a six year term
and full vesting of the 20,000 options will take place on October 7, 2000. As at
April 27, 2000, none of Mr. deBoer's options provide him with the right to
control any of the Company's issued or outstanding Common Stock.
<PAGE>
(11) On March 11, 1999 Mr. Dawe was granted options to purchase 15,000 shares of
the Company's Common Stock at an exercise price of $2.50 per share. These
options have a term of six years. On January 28, 2000 Mr. Dawe was granted
options to purchase 35,000 of the Company's Common Stock at an exercise price of
$2.75 per share. These options have a six year term and starting on March 11,
2000, in combination with his original grant, vest as to 10,000 options each
year. The beneficial ownership calculation here includes 10,000 shares of Common
Stock underlying these options. On February 3, 2000, Mr. Dawe received a further
option grant. These options have a six year term, are exercisable at $3.50 per
share of Common Stock and vest as to 20% per year. Initial vesting will take
place February 3, 2001. As at April 27, 2000, Mr. Dawe's stock and option
positions allow him to control 10,800 shares representing 0.13% of the Company's
issued and outstanding Common Stock
(12) Mr. David Andelman was granted options to purchase 100,000 shares at an
exercise price of $1.62. These options were granted to Mr. Andelman on December
16, 1999, have a six year term and vest as to 20% per year starting December 16,
2000. As at April 27, 2000, Mr. Andelman's vested options are nil and his Common
Stock position allows him to control 6,000 shares representing 0.07% of the
Company's issued and outstanding Common Stock.
(13) Mr. Tim Bush was granted options to purchase 50,000 shares at an exercise
price of $1.625. These options were granted to Mr. Bush on January 3, 2000, have
a six year term and vest as to 20% per year starting January 3, 2001. As at
April 27, 2000, Mr. Bush's vested options are nil and his Common Stock position
allows him to control 6,000 shares representing 0.07% of the Company's issued
and outstanding Common Stock
Item 12. Certain Relationships and Related Transactions
None.
<PAGE>
Part IV
Item 13. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT AND FILING REFERENCE
- -------------- -------------------------------------------
2.1 Share Exchange and Share Purchase Agreement dated March 11,
1999 effecting a change in control of Registrant - incorporated
by reference to Form 8K filed March 19, 1999, Form 8K/A filed
March 24, 1999 and Form 8K/A filed May 10, 1999
3.1 Articles of incorporation & Bylaws - incorporated by reference
to Form 10SB12G filed January 29, 1998
4.1 1999 Stock Incentive Plan - incorporated by reference to Form
S-8 filed November 16, 1999
9.1 Exchange and Voting Agreement incorporated by reference to Form
8K filed March 19, 1999
11.1 Statement re: computation of per share earnings - filed
herewith in Note 10 to financial statements
13.1 Forms 10QSB for the quarters ended March 31, 1999, June 30,
1999 and September 30, 1999 - incorporated by reference to
filings made on May 13, 1999, July 12, 1999, and November 12,
1999 respectively
16.1 Letter regarding change in certifying accountant - incorporated
by reference to Form 8K filed July 9, 1999
21 Subsidiaries
22.1 Published report regarding matters submitted to vote -
incorporated by reference to Form PRES14C filed April 5, 1999
23.1 Consent of experts or counsel - filed herewith below as Item
23.1
27.1 Financial data schedule - filed herewith below
No reports on Form 8-K have been filed within the last quarter
<PAGE>
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Stockgroup.com Holdings, Inc.
(Registrant)
By: /s/ Marcus A. New
------------------------------------------------
Marcus A. New, Chairman, Chief Executive Officer
Date April 27, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Stockgroup.com Holdings, Inc.
(Registrant)
Dated: April 27, 2000
By:
/s/ Marcus A. New
- ---------------------------------------------------
Marcus A. New, Chairman, Chief Executive Officer
/s/ David Caddey
- ---------------------------------------------------
David Caddey, Director
/s/ Louis deBoer II
- ---------------------------------------------------
Louis deBoer II, Director
/s/ Leslie Landes
- ---------------------------------------------------
Leslie Landes, Director, President
& Chief Operating Officer
/s/ Craig Faulkner
- ---------------------------------------------------
Craig Faulkner, Director, Chief Technology Officer
/s/ John H. Dawe, CFA
- ---------------------------------------------------
John H. Dawe, CFA, Vice President Finance,
Secretary and Treasurer
EXHIBIT 21
SUBSIDIARIES
579818 B.C. Ltd. (British Columbia)
Stockgroup.com Media, Inc. (British Columbia)
Stockgroup.com Ltd. (Nevada)
Stockgroup.com (Bahamas) Ltd. (Bahamas)
Stockgroup.com International, Inc. (Bahamas)
