SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 2000
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: 333-46197
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URSUS TELECOM CORPORATION
(Exact name of the Registrant as specified in its charter)
Florida 65-0398306
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
440 Sawgrass Corporate Parkway, Suite 112, Sunrise, Florida 33325
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (954) 846-7887
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class: on which registered:
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Common Stock, $.01 par value Nasdaq National Market
Securities registered pursuant to Section 12(g) of the Act: None
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 the 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. [X]
The aggregate market value of the voting stock held by non-affiliates of
the Registrant on June 23, 2000 was $17,654,000 (based on the last trade on
June 23, 2000 at $5.875 per share). As of June 29, 2000, there were 1,000
shares of Series A Preferred Stock, $.01 par value per share, issued and
outstanding, and 7,989,815 shares of common stock, $.01 par value per share
("Common Stock"), issued and outstanding.
Documents Incorporated by Reference
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None.
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The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report on Form 10-K for
the fiscal year ended March 31, 2000, as set forth in the pages attached
hereto:
Table of Contents
PART II
Item 6. Selected Consolidated Financial Data
PART III
Item 10. Directors and Officers of the Registrant
Item 12. Security Ownership of Certain Beneficial Owners and Management
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URSUS TELECOM CORPORATION
FORM 10-K
FOR THE FISCAL YEAR ENDED MARCH 31, 2000
TABLE OF CONTENTS
PART I
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Item 1. Business......................................................1
Item 2. Properties...................................................21
Item 3. Legal Proceedings............................................22
Item 4. Submission of Matters to a Vote of Security Holders..........22
PART II
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Item 5. Market for our Common Equity and Related Shareholder Matters.22
Item 6. Selected Consolidated Financial Data.........................23
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations....................................24
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.33
Item 8. Financial Statements and Supplementary Data.................33
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.........................33
PART III
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Item 10. Directors and Executive Officers of the Registrant.........34
Item 11. Executive Compensation.....................................36
Item 12. Security Ownership of Certain Beneficial Owners
and Management.............................................39
Item 13. Certain Relationships and Related Transactions.............40
PART IV
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Item 14. Exhibits, Financial Statement Schedules and Reports
on Form 8-K................................................45
Glossary of Terms..................................................II-1
Signatures.........................................................II-5
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Item 6. Selected Consolidated Financial Data
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The following selected financial data set forth below should be read in
conjunction with the Consolidated Financial Statements of Ursus and related
Notes thereto included elsewhere in this Form 10-K and with "Item 7-
Management's Discussion and Analysis of Financial Condition and Results of
Operations" included herein.
(in thousand except per share amounts) Year ended March 31,
1996 1997 1998 1999 2000
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Total revenues $13,228 $20,838 $28,098 $34,326 33,526
Gross profit 5,553 8,643 9,565 12,203 10,723
Operating income (loss) 1,369 2,004 1,720 34 (5,831)
Net income (loss) 790 1,253 1,074 194 (5,063)
Pro forma historical in 1999
and 2000) net income
(loss) per share-
basic and dilutive (1) .16 .25 .21 .03 (.75)
Pro forma weighted average
shares outstanding (1) 5,000 5,000 5,000 6,296 6,759
EBITDA (2) 1,463 2,140 1,927 1,193 (3,898)
Total current assets 2,363 4,566 5,502 8,641 11,964
Working capital 811 1,646 1,092 2,135 4,760
Total assets 2,797 5,243 7,718 23,043 27,530
Total current liabilities 1,552 2,920 4,410 6,506 7,204
Long term debt, less
current portion 580 425 - - 239
Total shareholders' equity
(deficit) 609 1,861 2,948 15,284 18,872
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(1) Pro forma net income (loss)per common share - basic and dilutive (for
periods prior to 1999) is computed based on the pro forma weighted average
number of common shares outstanding during each period and gives
retroactive effect to the Stock Split and Recapitalization. Amounts for
1999 and 2000 reflect historical amounts. See Note 2 to Consolidated
Financial Statements.
(2) EBITDA represents net income plus net interest expense (income), income
taxes, depreciation and amortization. EBITDA is not a measurement of
financial performance under generally accepted accounting principles and
should not be construed as a substitute for net income, as a measure of
performance, or cash flow as a measure of liquidity. It is included herein
because it is a measure commonly used by securities analysts.
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PART III
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ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
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The following set forth the executive officers and directors of Ursus:
Name Age Position
Luca M. Giussani 46 Chief Executive Officer and Director
Jeffrey R. Chaskin 47 President, Chief Operating Officer and Director
Johannes S. Seefried 41 Chief Financial Officer and Director
Richard C. McEwan 45 Vice President of Customer Service
Steven L. Relis 38 Chief Accounting Officer
Gregory J. Koutoulas 51 Vice President, Controller and Secretary
William Newport 65 Director, Chairman of the Board of Directors
Kenneth L. Garrett 57 Director
Vincent Cannistaro 60 Director
Luca M. Giussani, a cofounder of Ursus, has served as Chief Executive
Officer and Director since our inception and as President from our inception
until October 1998. Mr. Giussani currently works full time for us in the
United States. Prior to cofounding Ursus with Mr. Chaskin, Mr. Giussani
served as an advisor to a number of developing countries for the restructuring
of their foreign debt, as well as a consultant to several public sector
Italian contractors specializing in the construction of power plants. Prior
to 1993, Mr. Giussani was an officer of Orient & China S.P.A., a trading
company specializing in transactions with China, and in the following concerns
that provided consulting services to Italian contractors: Intraco P.E.F.,
Balzar Trading Ltd. and Ursus Finance Ltd.
Jeffrey R. Chaskin is a cofounder of Ursus and has been our Chief
Operating Officer and a Director since our inception. Mr. Chaskin was named
President in October 1998. Mr. Chaskin has had a key role in the development
of various telecommunications companies, and has consulted to the industry
since 1981 including consulting regarding call center and switched network
operations for CIL, Federal Express, CBN, ASCI and others.
Johannes S. Seefried has been Chief Financial Officer and a Director of
Ursus since February 1997 and was our Chief Accounting Officer from February
1998 through April 1999. Prior to 1994, Mr. Seefried held executive positions
in corporate finance and securities sales with commercial and investment
banking organizations, both in the United States and Europe. From 1990 to
1993, Mr. Seefried was employed by Banco Santander, a commercial and
investment-banking group. Mr. Seefried's primary responsibilities at the
Santander Group included serving as a Vice President of corporate business
development, including mergers and acquisitions. From 1994 to 1996,
Mr. Seefried served as Managing Partner of Seefried Forstverwaltung, a
privatelyowned forestry and property management company. Mr. Seefried is a
graduate of the Stanford Graduate School of Business, 1994, and the School of
Foreign Service at Georgetown University, 1983.
Richard C. McEwan has been recently named Vice President of Customer
Service and served as Vice President of Agency Relations since September 1,
1997. Prior to joining Ursus on a fulltime basis, Mr. McEwan was a consultant
to Ursus from its inception. From 1990 until our inception, Mr. McEwan served
as the Director of International Development at Gateway USA. From 1988 to 1990
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Mr. McEwan was cofounder and Executive Vice President of Gateway AsiaTaiwan,
the first overseas agency of Gateway USA providing call reorigination
services. Mr. McEwan also provides consulting services to the Ursus agent in
the Bahamas. Mr. McEwan received a B.A. from Brigham Young University in 1980
and a Masters of International Management from the American Graduate School of
International Management (Thunderbird) in 1982.
Steven L. Relis has been the Chief Accounting Officer of Ursus since
April 1999. Mr. Relis joined Ursus in June of 1998 as the Vice President of
Finance. From 1993 to 1998, Mr. Relis was an audit manager with Deloitte and
Touche in New York and Ernst & Young in Miami. At Ernst & Young he was part
of the entrepreneurial services group, which specializes in supporting the
needs of aggressive growth companies. Mr. Relis received a B.S. in Business
from Long Island University in 1985 and is a licensed Certified Public
Accountant with over 12 years of audit and tax experience.
Gregory J. Koutoulas has been Vice President, Controller and Secretary of
Ursus since November 1994. From 1990 to 1994, Mr. Koutoulas served as
Controller of F.A.S.T., INC., a wholesale distributor of health and beauty
aids. Prior to his position with F.A.S.T., INC., from 1987 to 1989,
Mr. Koutoulas was employed by Bertram Yacht, a manufacturer of luxury yachts,
as Manager of Financial Analysis and Cost Accounting. Mr. Koutoulas received a
B.S. in Economics with a concentration in Accounting from Purdue University in
1971 and is a licensed Certified Public Accountant.
William M. Newport became a Director and Chairman of the Board of
Directors of Ursus in February 1998. Mr. Newport was Chief Executive Officer
of AT&T's cellular business from 1981 to 1983. In 1983, Mr. Newport joined the
Bell Atlantic Corporation when it was formed as a result of the AT&T
divestiture and retired in December 1992 from the Bell Atlantic Group as a
Vice President for Strategic Planning, after a 36year career in the
telecommunications industry. Mr. Newport served as a director of Integrated
Micro Products, a manufacturer of fault tolerant computers for
telecommunications equipment vendors, from 1994 to 1996, and currently serves
as a director of the Corporation for National Research Initiatives, a
nonprofit information technology research and development company, Authentix
Networks, Inc., a wireless roaming fraud prevention and detection service
provider and Condor Technology Solutions, a publicly traded company that
provides information technology services, such as information systems
development, networking, desk top computing systems and design installations.
Mr. Newport holds degrees in Electrical Engineering from Purdue University and
in Management from the Sloan School of Management at M.I.T.
Kenneth L. Garrett became a director of Ursus in April 1998. From 1994 to
present, Mr. Garrett is President of KLG Associates, Inc., a
telecommunications consulting firm specializing in the design and operations
of networks, and is a member of the executive committee of Tri State
Investment Group, a group providing venture capital based in North
Carolina. From 1989 to 1994, Mr. Garrett was a Senior Vice President in charge
of AT&T's Network Services Division, and from 1964 to 1989, he worked in a
number of capacities in operations, sales and marketing within the AT&T
organization. Also, from 1971 to 1973, Mr. Garrett worked as district plant
manager at Pacific Bell Telephone Company in San Francisco. Mr. Garrett holds
degrees in Chemical Engineering from Iowa State University and in Management
from the Sloan School of Management at M.I.T.
Vincent Cannistaro became a director of Ursus in October of 1999.
Currently, Mr. Cannistraro serves as President of Walsingham International, a
company specializing in international due diligence and background
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investigations. He also provides consulting services for several corporate
clients, including Novartis and Deutche Bank, and is an on-air consultant to
ABC World News with Peter Jennings regarding international and security
affairs. From October 1988 through September 1990, Mr. Cannistraro served as
Chief of Operations and Analysis at a critical operations center of the CIA.
While at the Department of Defense (January 1987 - October 1988), he was
Special Assistant for Intelligence in the office of the Secretary of Defense.
Prior to that, Mr. Cannistraro served as Director for Intelligence Programs at
the National Security Council, following his professional career as a CIA
officer and service in a variety of foreign posts in the Middle East, Africa
and Europe.
The directors are divided into three classes, denominated Class I,
Class II and Class III, with the terms of office expiring at the 1999, 2000
and 2001 annual meeting of shareholders, respectively. The directors have
initially been divided into classes as follows: Class I: Mr. Giussani and
Mr. Chaskin, Class II: Mr. Seefried and Mr. Newport and Class III:
Mr. Garrett and Mr.Cannistrano. At each annual meeting following such initial
classification and election, directors elected to succeed those directors
whose terms expire will be elected for a term to expire at the third
succeeding annual meeting of shareholders after their election. All officers
are appointed by and serve, subject to the terms of their employment
agreements, if any, at the discretion of the Board of Directors.
COMPENSATION OF DIRECTORS
Ursus pays each nonemployee director compensation of $2,000 for each
meeting of the Board of Directors that he attends and $500 for a conference
telephone meeting with members of the Board. Outside members of the Board will
also be granted between 5,000 and 15,000 nonqualified options under the Stock
Incentive Plan as described below for each year of service on the Board. Ursus
will reimburse each director for ordinary and necessary travel expenses
related to such director's attendance at Board of Directors and committee
meetings.
Section 16a
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Not applicable.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
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The following table sets forth information as of June 29, 2000 relating
to the beneficial ownership of Common Stock by (i) those persons known to
Ursus to beneficially own more than 5% of our Common Stock, (ii) each of our
directors and executive officers and (iii) all of the our directors and
executive officers as a group.
Name of Beneficial Owner (13) Number of Shares Percent of Ownership
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Luca M. Giussani (1)(2) 4,250,000(4) 52.2%
The Tail Wind Fund, Ltd. (17) 647,141(15) 8.1%
Juan Jose Pino Jr. 627,498(9)(10)(16) 7.7%
Jeffrey R. Chaskin 574,300(4) 7.1%
Johannes S. Seefried 140,000(5)(10)(12) 1.7%
Richard McEwan 55,000(3) (7)
Steven L. Relis 12,500(13)(14) (7)
William Newport 25,000(6) (7)
Kenneth L. Garrett 20,000(8) (7)
Vincent Cannistraro 5,000(11) (7)
All Executive Officers and
Directors as a Group (9 Persons) 5,709,298(3)(4)(5)(6) 65.3%
(8)(9)(13)(14)(15)(16)
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(1) Held by Fincogest S.A., a Swiss nominee entity, whose holdings of
common stock are beneficially owned by Mr. Giussani (100%). Mr.
Giussani has sole voting and investment power with respect to his
shares of common stock.
(2) Fincogest, S.A. also owns 100% of the outstanding shares of Series A
Preferred Stock of Ursus, all of which are beneficially owned by Mr.
Giussani, who holds sole voting and investment power with respect to
the Series A Preferred Stock.
(3) Includes 10-year options to purchase 55,000 shares of common stock.
(4) Includes 10-year options to purchase 150,000 shares of common stock.
(5) Includes 10-year options to purchase 140,000 shares of common stock.
(6) Includes 10-year options to purchase 25,000 shares of common stock.
(7) Less than 1%.
(8) Includes 10-year options to purchase 20,000 shares of common stock.
(9) Includes 22,498 shares held by the Juan Jose Pino, Jr. Revocable Trust
of which Juan Jose Pino Jr. is the sole beneficiary and 405,000 shares
held by Sitwell International Inc. of which Juan Jose Pino Jr.
owns substantially all of the outstanding shares.
(10) Excludes 10-year options to purchase 25,000 shares of common stock.
(11) Excludes 10-year options to purchase 10,000 shares of common stock.
(12) Excludes 10year options to purchase 175,000 shares of common stock.
(14) Included 10-year options to purchase 12,500 shares of common stock.
(15) Includes 5-year warrants to purchase 248,798 shares of common stock.
(16) Included 3-year warrants to purchase 200,000 shares of common stock.
(17) The address of Tail Wind Funds Ltd. in Windemere House, 404 East Bay
Street, P.O. Box SS 5539, Nassau, Bahamas.
(18) As used in this table, "beneficial ownership" means the sole or
shared power to vote, or to direct the voting of a security, or the
sole or shared investment power with respect to a security (i.e., the
power to dispose, or direct the disposition, of a security).
Accordingly, they may include shares owned by or for, among others,
the spouse, minor children or certain other relatives of such
individual, as well as other shares as to which the individual has the
right to acquire within 60 days after such date.
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SIGNATURE
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.
URSUS TELECOM CORPORATION
By: /s/ Luca M. Giussani
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Luca M. Giussani
Chief Executive Officer
Dated: August 16, 2000
