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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
AMENDMENT NO. 1
(MARK ONE)
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED JANUARY
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: 000-25453
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CI4NET.COM INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 13-4032991
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
32 HAYMARKET LONDON SW1Y4TP UNITED KINGDOM
(Address of principal executive offices including zip code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(212) 445-6581
------------------------------
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NONE
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SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
Common Stock, $0.001 par value
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 amendments to this
Form 10-K. [ ]
The aggregate market value of the voting stock held by
non-affiliates of the Registrant as of May 1, 2000 was
$347,514,598.
The number of shares of Common Stock outstanding as of
May 1, 2000 was 28,345,121.
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EXPLANATORY NOTE
The purpose of this amendment (the "Amendment") is to
amend and restate Part III of the Registrant's Annual Report on
Form 10-K filed with the Securities and Exchange Commission on
May 18, 2000 (the "Form 10-K"). The amended and restated items
are as follows:
Item 10. Directors and Executive Officers of the Registrant.
Item 11. Executive Compensation.
Item 12. Security Ownership of Certain Beneficial Owners and
Management.
Item 13. Certain Relationships and Related Transactions.
Items 10 through 13 were omitted from the Form 10-K in reliance
on instructions included in Form 10-K permitting the Registrant
to incorporate such items by reference to the Registrant's
definitive proxy statement, provided such proxy statement is
filed within 120 days of the Registrant's fiscal year-end. As
the Registrant intends to file its definitive proxy statement
later than 120 days from its fiscal year-end, it is providing
these items as part of this Form 10-K/A.
This Amendment contains sale price data relating to completed
acquisitions and other matters that are expressed in United
States dollars and have been converted from pounds sterling at an
assumed conversion rate of 1.6 dollars per pound sterling.
PART III
ITEM 10: DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The following table sets forth information concerning our
directors and executive officers as of January 31, 2000:
NAME AGE POSITION
---- --- --------
Kevin R. Leech.................... 56 Chairman and Director
Lee Cole ......................... 38 Vice Chairman and
Director
Kevin R. Leech has been Chairman of the Company since
December 1999 and has been a director of the Company since
December 1998. Mr. Leech is the Executive Chairman of ML
Laboratories plc, a United Kingdom company listed on the London
Stock Exchange which is engaged in the research and development
of ethical pharmaceuticals and related products. He is the
co-founder of ML and controls 53% of its equity. He is also
Executive Chairman of Queensborough Holdings plc, a United
Kingdom company listed on the London Stock Exchange whose
principal activities are in the leisure sector, and of which he
owns 29.7%. Mr. Leech is also a principal shareholder and
Director of Townpagesnet.com plc, a U.K. company that is designed
to provide comprehensive, up-to-date locally-focused information
about covered towns and cities in the United Kingdom. In
addition, Mr. Leech is a director and principal shareholder of
numerous privately-owned companies resulting from his role as a
provider of private venture capital. The activities of the
companies are varied and include other leisure and
technology-related companies, including topjobs.net plc. Mr.
Leech is also the beneficial owner, directly or indirectly, of
GlenInvestments Limited and of Raven Ventures Limited, both of
which are private investment companies. In October 1998, Mr.
Leech was awarded an honorary Doctorate of Laws degree from the
University of Manchester.
Lee Cole has been Vice Chairman and a Director of the
Company since December 1999. Mr. Cole has extensive experience
in rapid growth companies and executing acquisition strategies.
From January 1995 through December 1999, he worked as a
consultant for Tech Capital Group, a technology consulting firm.
Additionally, in 1996, Mr. Cole was the co-founder of a
biotechnology company, Bioenvision plc.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934, as
amended, requires the Company's directors and executive officers,
and persons who own more than 10% of a registered class of the
Company's securities, to file with the Securities and Exchange
Commission (the "SEC") initial reports of ownership and reports
of changes in ownership of Common Stock and other equity
securities of the Company. Officers, directors and
greater-than-10% stockholders are required by SEC regulations to
furnish the Company with copies of all Section 16(a) forms they
file.
To the Company's knowledge, based solely on a review of
the copies of such reports furnished to the Company and written
representations that no other reports were required, the Company
believes that during the year ended January 31, 2000, its
officers, directors and greater-than-10% stockholders complied
with all Section 16(a) filing requirements, with the exception of
late filings of Initial Statements of Beneficial Ownership of
Securities on Form 3 and the Annual Statement of Changes in
Beneficial Ownership on Form 5 for each of Kevin Leech and Lee
Cole and Form 3 for Dale Morrison. With the exception of a Form
5 to be filed by Kevin Leech all such forms have been filed with
the SEC.
ITEM 11: EXECUTIVE COMPENSATION.
The following Summary Compensation Table sets forth, for
the three years ended January 31, 2000, the compensation for
services in all capacities earned by all persons serving as the
Company's Chief Executive Officer during Fiscal 2000 and each
other named executive officer whose total annual salary, bonus
and other annual compensation exceeded $100,000 in Fiscal 2000.
SUMMARY COMPENSATION TABLE
Securities
Restricted Underlying
Name and Other Annual Stock Options LTIP
Principal Position Year Salary Bonus Compensation Award SARs Payouts
Lee Cole 2000 $18,750 - - - 500,000 -
Vice Chairman and
acting Chief Executive Officer
------------------------
The following table sets forth information concerning grants of stock options to
purchase shares of common stock, par value $0.001 per share, of the Company
("Common Stock") during the year ended January 31, 2000 to the executive officer
named in the Summary Compensation Table (the "Named Executive Officer").
OPTION GRANTS IN LAST FISCAL YEAR
Potential Realizable
Value At
Assumed Annual
Rates of Stock
Price Appreciation
for Option
Individual Grants Term ($)(3)
------------------------------------------ --------------------
Number Of Percentage Of
Securities Total Options
Company Underlying Granted To
Granting Options Employees In Exercise Price Expiration
Name Option Granted (1) Fiscal 2000(%) Per Share($)(2) Date
----- -------- ----------- -------------- --------------- ----------
Lee Cole Ci4net 500,000 38%
2000 Aggregated Option Exercises and Fiscal Year-End Option Values
The following table sets forth information with respect to stock options
exercised by the Named Executive Officer during the fiscal year ended January
31, 2000 and stock options held as of January 31, 2000 by the Named Executed
Officer.
AGGREGATED OPTION/SAR EXERCISES IN LAST YEAR AND
YEAR-END OPTION/SAR VALUES
AGGREGATED OPTION/SAR EXERCISES IN LAST YEAR AND
YEAR-END OPTION/SAR VALUES
Number of
Securities Number of Securities Value of Unexercised
Underlying Underlying Options / In-the-Money Options/
Options/SARs SARs at Fiscal Y/E(#) SARs at Fiscal Y/E
Acquired on Value Exercisable/ Exercisable/
Name Exercise (#) Realized Unexercisable Unexercisable
---- ------------ -------- --------------------- ---------------------
Lee Cole - - - -
EMPLOYMENT CONTRACTS AND CHANGE-IN-CONTROL ARRANGEMENTS
Cole Employment Agreement
The Company is a party to an Employment Agreement with Lee Cole effective as of
December 21, 1999, providing for the employment of Mr. Cole as Director of the
Company. The agreement provides for a term of employment until Mr. Cole's 60th
birthday or until terminated by either party on not less than 12 calendar months
written notice. The agreement provides for a minimum annual base salary that is
currently $200,000 per annum, subject to review by the Board of the Company, and
for the issuance to Mr. Cole of 500,000 options at the price of the Company's
next registered offering price. The agreement contains a confidentiality
covenant in favor of the Company relating to confidential information
learned in the course of his employment. The agreement also contains a
non-competition covenant in favor of the Company which survives until the
date one year after the term of Mr. Cole's employment.
Stock Option Plans
As of January 31, 2000, the Company had no stock option plans.
See Item 13. "Certain Relationships and Related Transactions" for a
discussion of certain agreements between the Company and certain directors
of the Company.
ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth certain information, as of January 31, 2000, with
respect to the beneficial ownership of shares of Common Stock by (i) each person
known to the Company to beneficially own more than 5% of the outstanding shares
of Common Stock, (ii) each director of the Company, (iii) the Named Executive
Officer and (iv) all executive officers and directors of the Company as a group.
Amount and Nature of
Beneficial Ownership (1)
---------------------------
Number of Percent of
Name and Address of Beneficial Owner Shares Class
------------------------------------ -------------- ------------
5% Stockholders
Kevin R. Leech...................................... 19,100,000 74.5%
Named Executive Officer and Directors
Kevin R. Leech .................................... 19,100,000 74.5%
Lee Cole .......................................... 1,000,000 3.9%
All executive officers and directors as a group
(2 persons) ....................................... 20,100,000 78.4%
--------
(1) Beneficial ownership has been determined pursuant to Rule 13-d under the
Exchange Act.
ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
On December 2, 1999, the Company signed an agreement to acquire Ci4net.com
Inc. (the "Old Ci4net"), which was closed on December 20, 1999. The Company's
chairman, Kevin Leech, had a minority position in the Company prior to its
acquisition of Old Ci4net. On December 20, 1999, the Company acquired Media
Ventures Group plc, in which Kevin Leech also had a controlling interest.
Certain of the Company's subsidiaries have development and exclusive service
contracts with TownPagesNet.com plc. TownPagesNet.com plc is a public company
traded on AMEX whose largest shareholder is Kevin R. Leech. The Company
purchased services totaling $8,672,000 during its fiscal year ended January 31,
2000 from TownPagesNet.com plc. As of January 31, 200, the total outstanding
balance was $7,043,722 which is included in accounts payable. The amount
currently due for payment was $1,209,000. The remaining balance, $5,834,722,
is due on the achievement of agreed milestones.
To date, the Company has financed its operations primarily through loans, at
a notional interest rate of 8%, from Gala Consultancy Limited and POL Capital
Limited. Kevin Leech, our Chairman, has a controlling interest in both Gala
Consultancy and POL Capital. As of January 31, 2000 an aggregate of $5,140,851,
including accrued interest, was owed by the Company to these entities.
Planet Edge Limited, a subsidiary of Ci4net, supplies Web site development
services to TownPagesNet.com plc. TownPagesNet.com plc purchased goods and
services from Planet Edge totaling $142,205 for the period from the date of the
Company's acquisition of Planet Edge(December 6, 1999) through January 31,2000.
As of January 31, 2000, the outstanding balance payable was $427,533.
Employment Agreements and Severance and Change of Control Arrangements
For a description of the employment agreements between the Company and certain
executive officers, please see the descriptions in Item 11 under the heading
"Executive Compensation - Employment Contracts and Change-in-Control
Arrangements."
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this Report to be signed on its behalf by the undersigned, thereunto duly
authorized.
CI4NET.COM INC.
Date: May 31, 2000 By: /s/ Lee Cole
-----------------------------
Lee Cole
Vice Chairman
In accordance with the Exchange Act, this Report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
Signature Name & Title
/s/ Dale Morrision Dale Morrison
----------------------------------- Chief Executive Officer
/s/ Ricky Weir Ricky Weir
----------------------------------- Chief Financial Officer
(Principal Accounting Officer)
/s/ Kevin Leech Kevin Leech
----------------------------------- Director
/s/ Lee Cole Lee Cole
----------------------------------- Director
EXHIBIT
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NUMBER DESCRIPTION
------- -----------
2.1* Share Sale Agreement of Ci4net.com Limited dated October 1, 1999, by
and between Willington Holdings Ltd (Ci4net.com Limited) and Ci4net.com Inc.
2.2* Acquisition Agreement between Ci4net.com Inc. (Delaware) and Three W
Capital Ltd. (Marshal Islands company) dated October 1, 1999.
2.3** Reverse Merger Agreement, dated December 2, 1999, by and between
Ci4net.com Inc. and Leisure Concepts International.
2.4* Share Sale Agreement relating to Planet Edge Limited, Team-4 Internet
Services Limited and Net Edge Limited, dated December 6, 1999, by and among R
Kumar, M R Gittins, and T D Lloyd and Ci4net.com Inc.
2.5** Acquisition Agreement between Ci4net.com Inc. (Delaware) and MSK
Industries Inc. (Delaware), December 10, 1999.
2.6* Agreement For The Acquisition Of The Whole Of The Issued Share
Capital Of Media Ventures Group plc, dated as of December 17, 1999, by and among
Ci4net.com limited, Ci4net.com Inc. and Those People Whose Names Are Set Out In
Schedule 1.
2.7* Investment/Shareholders Agreement, by and among Tempz.com Limited,
Christopher Leonard, Ian Thomas, and Ci4net.com Limited, dated January 10, 2000.
2.8* Share Sale and Purchase Agreement relating to Systeam SpA, dated
February 17, 2000, by and between Systeam SpA and Ci4net.com Inc.
2.9* Acquisition Agreement, dated March 14, 2000, relating to the
acquisition of PCC Care Card Holdings BV. by and among Mr. J.D. KOEKKOEK, Mr.
P.R.M. van BINSBERGEN, NeSBIC CTE Fund B.V., and CI4NET.COM Inc.
3.1* Certificate of Incorporation of Ci4net.com Inc. and all amendments
thereto.
3.2* Amended and Restated Certificate of Incorporation of Ci4net.com Inc.
to be filed on or about June 1, 2000
3.3*** By-laws Ci4net.com Inc.
4.1* Specimen Common Stock Certificate
4.2* Specimen Preferred Stock Certificate
4.3* Debenture, dated January 2000, by and between Tempz.Com Limited and
Ci4net.COM Limited.
10.1* Service Agreement, by and between Ci4net.com Limited and Kevin Leech.
10.2* Service Agreement by and between Ci4net.com Limited and Lee Cole.
10.3* Service Agreement by and between Ci4net.com Limited and Roger Holdom.
10.4* Service Agreement by and between Ci4net.com [ ] and Dale Morrison.
10.5* Lease relating to office at 32 Haymarket London.
10.6* Description of Lease relating to office at One Rockefeller Plaza.
10.7* Facility Agreement, dated January 10, 2000, by and between Tempz.Com
Limited and Ci4net.COM Limited. On January 10th 2000, Ci4net.com Limited
acquired 50% of Tempz.com Limited in consideration for supplying a loan
facility.
10.8* Facility Agreement, dated February 17, 2000, relating to Systeam SpA.
10.9* Facility Agreement, dated March 14, 2000, relating to PCC Care Card
Holdings BV.
10.10**** Credit Agreement, by and between HSBC and Ci4net.com Inc.
13.1* Ci4net.com Inc. and Subsidiaries Consolidated Financial Statements,
Supplementary Data and Independent Auditor's Report.
16.1**** Letter from Graf & Repetti to the Securities and Exchange Commission.
21* Subsidiaries of the Registrant.
23.1* Consent of Independent Auditors.
27* Financial Data Schedule for fiscal year ended January 31, 2000.*
* Incorporated by reference to Ci4net's Annual Report on form 10K filed
on May 18, 2000.
** Incorporated by reference to Ci4net's Current Report on form 8K filed
on December 7, 1999.
*** Incorporated by reference to Ci4net's Registration Statement on form
10SB12G filed on February 26, 1999.
**** To be filed by amendment.
