<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1 to
Annual report pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934 for the fiscal year ended March 31, 2000
Commission File Number: 000-27886
SALON.COM
(Exact name of registrant as specified in its charter)
Delaware 94-3228750
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
22 Fourth Street, 16th Floor
San Francisco, CA 94103
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: 415.645.9200
Securities registered pursuant to Section 12(b) of the Act: None
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 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. [_]
The aggregate market value of registrant's voting stock held by non-affiliates
of registrant, based upon the closing sale price of the Common Stock on May 31,
2000, as reported on the Nasdaq National Market, was approximately $21,966,241.
Shares of Common Stock held by each officer, director and holder of 5% or more
of the outstanding Common Stock have been excluded in that such persons may be
deemed to be affiliates. This determination of affiliate status is not
necessarily a conclusive determination for other purposes.
Outstanding shares of registrant's Common Stock, $0.001 par value, as of May 31,
2000: 13,832,317.
This Amendment contains 13 pages.
<PAGE>
FORM 10-K/A
The undersigned registrant hereby amends the following items of its Annual
Report on Form 10-K for the fiscal year ended March 31, 2000 to include the Part
III information set forth herein:
PART III
Item 10. Directors and Executive Officers of the Registrant
Executive Officer and Directors
The Company's executive officers and directors are as follows:
<TABLE>
<CAPTION>
Name Age Position
<S> <C> <C>
Michael O'Donnell............................ 35 Chief executive officer, president and director
David Talbot................................. 47 Chairman of the board, editor-in-chief and
director
Robert O'Callahan............................ 49 Chief financial officer, vice president of finance
and administration and treasurer
Andrew Ross.................................. 52 Executive vice president of business development
Steve Reed................................... 32 Senior vice president media sales
Jeffrey Dickerson............................ 26 Vice president of technology
Patrick Hurley............................... 37 Vice president of marketing
Ronald Celmer................................ 37 Director
Leonardo Mondadori........................... 53 Director
Norman Lear.................................. 76 Director
Brian Dougherty.............................. 43 Director
Jim Rosenfield............................... 69 Director
</TABLE>
Michael O'Donnell has served as the Company's president and director since
December 1996. He became chief executive officer in April 1999. In 1996, he
served as vice president of sales and merchandising at SegaSoft, Inc., a
consumer software publisher. From 1995 to 1996, Mr. O'Donnell was vice president
of worldwide sales at Rocket Science Games, Inc., a consumer software publisher.
From 1993 to 1995, he served as Vice President of Retail Sales at Mindscape,
Inc., a consumer software publisher. Mr. O'Donnell holds a bachelor of arts
degree in political science from the University of California at Berkeley.
David Talbot co-founded Salon in 1995. He has served as editor-in chief and
director since the Company's incorporation. He served as chief executive officer
from the Company's incorporation through April 1999. He became chairman of the
board in April 1999. From 1990 to 1995, Mr. Talbot was the arts & features
editor for the San Francisco Examiner newspaper. Mr. Talbot has co-authored
three books and written for numerous publications including The New Yorker,
Rolling Stone and Playboy. Mr. Talbot holds a bachelor of arts degree in
sociology from the University of California at Santa Cruz.
Robert O'Callahan has served as Chief Financial Officer, Vice President of
Finance & Administration and Treasurer since July 2000. During the prior year,
he was a financial officer with Banter, Inc., a venture funded software
development firm. From 1997 to 1999, Mr. O'Callahan worked for Dain Bosworth,
Inc., and John G. Kinnard & Co. as a securities analyst. From 1992 to 1997, Mr.
O'Callahan was Chief Financial Officer of Consan, Inc, a wholesale distributor
of digital mass storage equipment. Mr. O'Callahan holds a master's degree in
management, with concentrations in marketing and finance, from the J.L. Kellogg
Graduate School of Management at Northwestern University; a juris doctor degree
from the University of Washington School of Law; and a bachelor of arts from the
University of Washington.
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Andrew Ross co-founded the Company in 1995. He has served as executive vice
president since 1999. He served as vice president of business and strategic
development from 1998 to 1999. From 1995 to 1998, he served as the Company's
managing editor. From 1994 to 1995, Mr. Ross was the foreign/national editor for
the San Francisco Examiner newspaper. Mr. Ross holds a bachelor of science
degree in economics and politics from the University of London and also attended
Columbia University's Graduate School of Journalism.
Steve Reed has served as the Company's senior vice president of sales since
June 2000. From 1998 until June 2000, he served as General Sales Manager of
KKSF & CNET Radio. From 1995 to 1998, he served as General Sales Manager for
KMTT Radio in Seattle, WA and KFXX Radio in Portland, Oregon, both operations of
Entercom Inc.
Jeffrey Dickerson has served as the Company's vice president of technology
since July 1998. From 1997 until joining the Company, Mr. Dickerson served as
director of applications development for CNN/SI Interactive, an Internet content
provider. From 1996 to 1997, he was the technical product manager for CNN
Interactive. From 1995 to 1996, Mr. Dickerson served as webmaster for the
Atlanta Journal-Constitution newspaper. Mr. Dickerson holds a bachelor of arts
degree in English literature from Duke University.
Patrick Hurley has served as the Company's vice president of marketing
since March 1999. From 1998 to 1999, he served as the Company's marketing
director. From 1996 to 1998, he was management supervisor at Hal Riney &
Partners, an advertising agency. From 1994 to 1996, he served as account
supervisor for the J. Walter Thompson advertising agency. Mr. Hurley holds a
bachelor of arts degree in journalism from Marquette University.
Jim Rosenfield has served as a director of the Company since April 1998.
Mr. Rosenfield has been the president of JHR & Associates, a media consulting
firm, since 1998. From 1994 to 1998, Mr. Rosenfield was managing director at the
investment banking firm of Veronis Suhler & Associates. From 1987 to 1994, he
was chairman and chief executive officer of John Blair Communications, Inc., a
television sales and syndication company. From 1965 to 1985, Mr. Rosenfield held
various executive positions at CBS Corporation, a television broadcasting and
media company, including executive vice president of the Broadcast Group. Mr.
Rosenfield holds a bachelor of arts degree in English from Dartmouth College.
Norman Lear has served as a director of the Company since April 1999. Mr.
Lear has been the chairman of Act III Communications Holdings, LP, a multimedia
entertainment company, since it was founded in 1986. He founded Tandem
Productions, Inc. in 1959 and produced television programs including All in the
Family, Sanford & Son and The Jeffersons. Mr. Lear is a member of the Television
Academy Hall of Fame.
Ronald Celmer has served as a director of the Company since April 1999. Mr.
Celmer has been a managing director of Bear, Stearns & Co. Inc., an investment
bank, and a general partner of Constellation Ventures, a venture capital firm,
since 1998. In 1998 he was president of Airmedia, a software company. From 1994
to 1998 he was a general partner of Prospect Street Ventures, a venture capital
firm. Mr. Celmer holds bachelor of arts degrees in economics and psychology from
the University of Pennsylvania.
Leonardo Mondadori has served as director of the Company since November
1999. Since April 1982, Mr. Mondadori has been the vice chairman of Arnaldo
Mondadori Editore, Italy's largest publishing company and one of Europe's most
successful media companies.
Brian Dougherty has served as a director of the Company since November
1999. Mr. Dougherty is the founder, chairman and chief technology officer for
Wink Communications, a publicly traded company that provides a complete end-to-
end system for electronic commerce on television. Before founding Wink in 1994,
Mr. Dougherty founded Geoworks, a computer software company delivering operating
systems for handheld devices.
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Item 11. Executive Compensation.
EXECUTIVE COMPENSATION AND OTHER MATTERS
The following table sets forth information concerning the compensation
during the fiscal years ended March 31, 2000 and March 31, 1999 of the Chief
Executive Officer of the Company during fiscal 2000 and the four other most
highly compensated executive officers of the Company and two former executive
officers whose total salary and bonus for fiscal 2000 exceeded $100,000, for
services in all capacities to the Company, during fiscal 2000.
Summary Compensation Table
<TABLE>
<CAPTION>
Long-Term
Fiscal Compensation
Name and Principal Position Year Annual Compensation ($) Awards
--------------------------- ------- ------------------------------ --------------
Options
Salary Bonus(1) (shares)
-------------- -------------
<S> <C> <C> <C> <C>
Michael O'Donnell............................... 2000 $175,000 $50,507 -0-
President and Chief Executive Officer.......... 1999 $145,000 $30,304 -0-
David Talbot.................................... 2000 $175,000 $50,507 -0-
Chairman and Editor in Chief................... 1999 $145,000 $30,304 -0-
Andrew Ross..................................... 2000 $135,000 $40,509 -0-
Executive Vice President -..................... 1999 $108,646 $20,304 15,000
Business Development
Jeffrey Dickerson............................... 2000 $147,500 $30,507 -0-
Vice President - Technology.................... 1999 $ 82,500 $20,325 37,500
Patrick Hurley.................................. 2000 $100,000 $18,538 25,000
Vice President - Marketing..................... 1999 $ 56,889 $ 2,324 10,000
Todd Hagen(2)................................... 2000 $137,400 $ 5,507 75,000
Chief Financial Officer, Vice.................. 1999 -0- -0- -0-
President - Finance and
Administration, Secretary
Bruce Roberts(3)................................ 2000 $143,216 -0- -0-
Senior Vice President - Sales.................. 1999 -0- -0- -0-
</TABLE>
------------
(1) Bonuses are principally based on performance, but also include a
year-end Christmas bonus.
(2) Mr. Hagen served as chief financial officer, vice president finance and
administration and secretary from April 1999 to May 2000.
(3) Mr. Roberts served as senior vice president of sales from April 1999 to
January 2000.
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Stock Options Granted in Fiscal 2000
The following table sets forth information concerning grants of stock
options to each of the executive officers named in the table above during the
fiscal year ended March 31, 2000. All options granted to these executive
officers in the last fiscal year were granted under the 1995 stock option plan.
Each option vests and becomes exercisable over a period of four years. All
options were granted at an exercise price equal to the closing price of the
Common Stock as reported on the Nasdaq National Market on the date of grant.
Potential realizable values are net of exercise price, but before taxes
associated with the exercise. Amounts represent hypothetical gains that could be
achieved for the options if exercised at the end of the option term. The assumed
5% and 10% rates of stock price appreciation are provided in accordance with
rules of the SEC and do not represent the Company's estimate or projection of
the future common stock price. The assumed 5% and 10% rates of stock price
appreciation are based on the closing price of the Common Stock of $4.375 per
share as reported on the Nasdaq National Market on March 31, 2000.
<TABLE>
<CAPTION>
Option Grants in Fiscal 2000
Individual Grants
--------------------------------------------------------------------------------------------------
Percent of
Total Potential Realizable
Options Value at Assumed
Options Granted to Exercise Annual Rates of Stock
Granted Employees in Price Expiration Price Appreciation for
Name (#)(1) Fiscal Year ($/Sh)(2) Date Option Term(3)
--------------------------------- ------------- --------------- --------------- --------------- ----------------------------
5%($) 10%($)
------- -------
<S> <C> <C> <C> <C> <C> <C>
Michael O'Donnell.............. 38,415 2.1% $10.06 06.23.09 -0- -0-
211,585 11.8% $10.06 06.23.09 -0- -0-
David Talbot................... 38,807 2.2% $10.06 06.23.09 -0- -0-
211,193 11.7% $10.06 06.23.09 -0- -0-
Andrew Ross.................... 5,000 0.3% $ 8.50 01.25.10 -0- -0-
Jeffrey Dickerson.............. 30,943 1.7% $ 8.50 01.25.10 -0- -0-
6,557 0.4% $ 8.50 01.25.10 -0- -0-
Patrick Hurley................. 25,000 1.4% $ 2.92 04.08.09 96,862 185,466
15,000 0.8% $ 8.50 01.25.10 -0- -0-
Todd Hagen..................... 75,000 4.2% $ 2.92 04.08.09 290,587 556,397
Bruce Roberts.................. 85,287 4.7% $ 2.92 03.06.00 -0- -0-
2,212 0.1% $ 2.92 03.06.00 -0- -0-
</TABLE>
____________
(1) All options granted in fiscal 2000 were granted pursuant to the Company's
1995 Stock Option Plan (the "1995 Plan"). These options vest and become
exercisable at the rate of one-fourth on the first anniversary of the date
of grant and 1/48 per month thereafter for each full month of the
optionee's continuous employment by the Company. Under the 1995 Plan, the
Board retains discretion to
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modify the terms, including the price, of outstanding options.
(2) All options in this table have exercise prices equal to the fair market
value on the date of grant.
(3) Potential gains are net of exercise price, but before taxes associated with
exercise. These amounts represent certain assumed rates of appreciation
only, based on the Securities and Exchange Commission rules. Actual gains,
if any, on stock option exercises are dependent on the future performance
of the Common Stock, overall market conditions and the option holder's
continued employment through the vesting period. The amounts reflected in
this table may not necessarily be achieved.
Option Exercises And Fiscal 2000 Year-End Values
The following table provides the specified information concerning exercises
of options to purchase Common Stock in the fiscal year ended March 31, 2000, and
unexercised options held as of March 31, 2000, by the persons named in the
Summary Compensation Table. The value of the unexercised in-the-money options
is based on the closing price of the Common Stock of $4.375 per share as
reported on the Nasdaq National Market on March 31, 2000.
Option Exercises And Fiscal 2000 Year-End Values
<TABLE>
<CAPTION>
Shares Value Number of Unexercised Options Value of Unexercised In-The-
Acquired on Realized at 3/31/00 Money Options at 3/31/00 ($)(2)
-------------------------------- -------------------------------
Shares Exercise ($) Exercisable(1) Unexercisable Exercisable(1) Unexercisable
-------------------- -------------- ----------- ---------------- -------------- --------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Michael O'Donnell... -0- -0- 209,166 300,834 $873,268 $212,232
David Talbot........ 50,000 -0- 88,541 286,459 $369,659 $152,216
Andrew Ross......... -0- -0- 135,182 29,818 $562,585 $100,615
Jeffrey Dickerson... -0- -0- 15,625 59,375 $ 63,359 $ 88,703
Patrick Hurley...... -0- -0- 4,167 45,833 $ 16,064 $ 58,861
Todd Hagen.......... -0- -0- -0- 75,000 $ 0 $109,125
Bruce Roberts....... -0- -0- -0- -0- $ 0 $ 0
</TABLE>
____________
(1) Company stock options generally vest one-fourth on the first anniversary of
the date of grant and 1/48 per month thereafter for each full month of the
optionee's continuous employment by the Company. All options are
exercisable only to the extent vested.
(2) The value of the unexercised in-the-money options is based on a fair market
value of $4.375, the closing price of the Company's Common Stock (on March
31, 2000 as reported on the Nasdaq National Market) and is net of the
exercise price of such options. Does not include options that had an
exercise price greater than $4.375.
Employment Contracts and Termination of Employment
In November 1996, the Company entered into an Employment Agreement with Mr.
O'Donnell, the President and Chief Executive Officer of the Company (the
"Agreement"). The Agreement provides for the payment to Mr. O'Donnell of a
$175,000 minimum base annual salary
5
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and an annual bonus of up to $50,000. Pursuant to the Agreement, Mr. O'Donnell
was granted an option under the 1995 Option Plan to purchase eight percent (8%)
of the Company's then outstanding capital stock at a purchase price of $0.20 per
share. The Agreement also provides for the following severance benefits if Mr.
O'Donnell's employment with the Company terminates involuntarily or if Mr.
O'Donnell terminates his employment with the Company voluntarily for "Good
Reason". He will be entitled to salary payments until the earlier of nine (9)
months following his termination or until he begins other employment. If Mr.
O'Donnell resigns within one (1) year of a change of control of the Company
because of (a) a decrease in his base salary or a material decrease in any of
his then-existing bonus plans or employee benefits; or (b) a material adverse
change in his title, authority, responsibilities or duties, then he will be
entitled to salary payments until the earlier of nine (9) months following his
resignation or change in title or authority or until he begins other employment.
Compensation of Directors
Directors receive no compensation for serving as directors of the Company,
except that Mr. Rosenfield receives $2,500 for each board meeting he attends.
The Company also granted to Mr. Rosenfield options to purchase 37,500 shares of
common stock at an exercise price of $0.32 per share, and options to purchase
7,500 shares of common stock at an exercise price of $2.92 per share. The
Company also granted Mr. Dougherty options to purchase 25,000 shares of Common
Stock at an exercise price of $6.96878 per share. The options are subject to
vesting over four years.
Item 12. Stock Ownership of Certain Beneficial Owners and Management
The following table sets forth, as of May 31, 2000, certain information
with respect to the beneficial ownership of the Company's Common Stock by (i)
each stockholder known by the Company to be the beneficial owner of more than
five percent (5%) of the Company's Common Stock , (ii) each director of the
Company, (iii) the Chief Executive Officer, the four other most highly
compensated executive officers, the former Chief Executive Officer and the two
other former most highly compensated executive officers of the Company as of
March 31, 2000, and (iv) all directors and executive officers of the Company as
a group.
<TABLE>
<CAPTION>
Amount and Nature of
Name and Address Shares Beneficial Percent of Common Stock
of Beneficial Owner(1) Ownership(2) Outstanding(3)
------------------------------------------------- ------------------------ ------------------------
Named Executive Officers and Directors
<S> <C> <C>
Michael O'Donnell(4)............................ 295,207 2.1%
David Talbot(5)................................. 567,466 4.0%
Jim Rosenfield(6)............................... 25,311 *
Norman Lear(7).................................. 141,743 1.0%
Ronald Celmer(8)................................ 731,830 5.3%
Leonardo Mondadori.............................. 38,660 *
Brian Dougherty................................. 10,000 *
Todd Hagen(9)................................... -0- *
Bruce Roberts(10)............................... -0- *
Andrew Ross(11)................................. 141,605 1.0%
</TABLE>
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<TABLE>
<CAPTION>
Amount and Nature of
Name and Address Shares Beneficial Percent of Common Stock
of Beneficial Owner(1) Ownership(2) Outstanding(3)
------------------------------------------------- ------------------------ ------------------------
<S> <C> <C>
Jeffrey Dickerson(12)........................... 18,859 *
Patrick Hurley(13).............................. 12,812 *
Directors and executive officers as a group (12
persons)....................................... 1,983,493 13.7%
5% Stockholders
Rainbow Media Holdings, Inc.(14)................ 1,125,000 8.1%
1111 Stewart Ave. Bethpage, NY 11714
Bruce R. Katz(15)............................... 923,887 6.7%
c/o Rosewood Store Group
2320 Marinship Way, Ste. 240
Sausalito, CA 94965
Adobe Ventures (16)............................. 911,606 6.5%
c/o Hambrecht & Quist
One Bush Street
San Francisco, CA, 94104
Gary Huswit(17)................................. 761,576 5.5%
c/o Salon.com
22 Fourth Street, 16th Floor
San Francisco, CA 94103
Constellation Venture Capital (18).............. 731,830 5.3%
575 Lexington Avenue
New York, NY 10022
</TABLE>
---------------
* Less than one percent (1%).
(1) The persons named in the table above have sole voting and investment power
with respect to all shares of Common Stock shown as beneficially owned by
them, subject to community property laws where applicable and to the
information contained in the footnotes to this table.
(2) Options granted under the Salon.com 1995 Stock Option Plan vest and become
exercisable at the rate of one-fourth on the first anniversary of the date
of grant and 1/48 per month thereafter for each full month of the optionees
continuous employment by the Company.
(3) Calculated on the basis of 13,832,317 shares of Common Stock outstanding as
of May 31, 2000, except that shares of Common Stock underlying options
exercisable within sixty (60) days of May 31, 2000 and currently exercisable
warrants to acquire shares of Common Stock are deemed outstanding for
purposes of calculating the beneficial ownership of Common Stock of the
holders of such options and warrants, as applicable.
(4) Consists of 295,207 shares subject to options that may be exercised within
sixty (60) days of May 31, 2000.
(5) Includes 170,832 shares, held by David Talbot, subject to options that may
be exercised within sixty (60) days of May 31, 2000; and 9,635 shares, held
by Camille Peri, subject to options that may be exercised within sixty (60)
days of May 31, 2000.
(6) Consists of 25,311 shares subject to options that may be exercised within
sixty (60) days of May 31, 2000.
(7) Includes warrants to acquire 12,877 shares.
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(8) Consists of 530,192 shares held by Constellation Venture Capital, L.P.,
114,138 shares held by Constellation Venture Offshore, L.P., and 87,499
shares held by Bear Stearns Asset Management Inc.. Mr. Celmer is the
general partner of Constellation Ventures. Mr. Celmer has voting and
investment power with respect to the shares held by Constellation Venture
Capital and Constellation Venture Offshore and may be deemed to
beneficially own these shares. Mr. Celmer disclaims beneficial ownership of
these shares, except to the extent of his proportionate interest in them.
(9) Mr. Hagen's resigned from the Company in May 2000; his 20,312 vested
options were not exercised within sixty (60) days of Mr. Hagen's
termination date and were therefore canceled by the Company.
(10) Mr. Roberts' resigned from the Company in January 2000; Mr. Roberts was
granted 87,499 shares subject to options that were not vested as of Mr.
Roberts' termination date and were therefore canceled by the Company.
(11) Consists of 141,605 shares subject to options that may be exercised within
sixty (60) days of May 31, 2000.
(12) Includes 18,750 shares subject to options that may be exercised within
sixty (60) days of May 31, 2000.
(13) Consists of 12,812 shares subject to options that may be exercised within
sixty (60) days of May 31, 2000.
(14) Rainbow Media Holdings, Inc. is a subsidiary of Cablevision Systems
Corporation (NYSE:[CVC]).
(15) Consists of 518,229 shares held by Bruce R. Katz individually, 46,392
shares held by Bruce R. Katz as Trustee of Bruce R. Katz and Whole Earth
Lectronic Link, Inc. escrow account and 359,266 shares held by Whole Earth
Lectronic Link, Inc.
(16) Consists of 53,617 shares held by Adobe Ventures II, L.P., 309,295 shares
held by H&Q Salon Investors, L.P., 316,852 shares held by H&Q Adobe
Ventures Management L.P., 33,317 shares held by H&Q Adobe Ventures
Management II L.P., 4,250 shares held by H&Q Venture Associates, LLC, 5,415
shares held by Kathryn Gelder, 47,700 shares held by Standish O'Grady and
141,160 shares issuable upon exercise of warrants held by Adobe Ventures,
L.P. Mr. O'Grady is the manager of Adobe Ventures Management, LLC, which is
a general partner of Adobe Ventures II, L.P. and he is also the manager of
Salon Investors Management, LLC, which is a general partner of H&Q Salon
Investors, L.P. Mr. O'Grady has voting and investment power with respect to
the shares held by Adobe Ventures II, L.P. and H&Q Salon Investors, L.P.
and may be deemed to beneficially own these shares. Mr. O'Grady disclaims
beneficial ownership of these shares, except to the extent of his
proportionate interest in them.
(17) Includes 887,600 shares subject to forfeiture in the event certain
performance thresholds related to Mp31A.com are not met, and 55,000 shares
issuable upon exercise of warrants.
(18) Consists of 530,192 shares held by Constellation Venture Capital, L.P.,
114,138 shares held by Constellation Venture Offshore, L.P., and 87,499
shares held by Bear Stearns Asset Management Inc.. Mr. Celmer is the
general partner of Constellation Ventures. Mr. Celmer has voting and
investment power with respect to the shares held by Constellation Venture
Capital and Constellation Venture Offshore and may be deemed to
beneficially own these shares. Mr. Celmer disclaims beneficial ownership of
these shares, except to the extent of his proportionate interest in them.
Compensation Committee Interlocks and Insider Participation
None of the Company's executive officers has served as a member of a
compensation committee or board of directors of any other entity which has an
executive officer serving as a member of the Company's board of directors.
Item 13. Certain Relationships and Related Transactions
The Company entered into a publishing and joint-marketing agreement with
Armoldo Mondadori Editore, of which Leonardo Mandadori is a principal
shareholder.
8
<PAGE>
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 beneficially own more than 10% of
the Company's Common Stock to file initial reports of ownership and reports of
changes in ownership with the Securities and Exchange Commission ("SEC"). Such
persons are required by SEC regulations to furnish the Company with copies of
all Section 16(a) forms filed by such persons.
Based solely on the Company's review of such forms furnished to the Company
and written representations from certain reporting persons, the Company believes
that all filing requirements applicable to the Company's executive officers,
directors and more than ten percent (10%) stockholders were complied with.
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ITEM 14.
INDEX OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE
The following is included:
EXHIBIT 23.1 Consent of Independent Accountants
All other schedules for which provision is made in the applicable
accounting regulations of the Securities and Exchange Commission are not
required under the related instructions or are inapplicable and therefore have
been omitted.
<PAGE>
Form 10-K/A
AMENDMENT NO. 1
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
SALON.COM
By:/s/ Michael O'Donnell
---------------------------------------------
Michael O'Donnell
President and Chief Executive Officer
Date: July 31, 2000
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