SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A
(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, 1999
or
[ ] Transition Report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 For the transition period from ___________ to ___________
000-26801
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(Commission File No.)
MEGAMEDIA NETWORKS, INC.
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(Name of Small Business Issuer in Its Charter)
DELAWARE 87-0633630
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
57 WEST PINE STREET, ORLANDO, FLORIDA 32801
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(Address of principal executive offices) (Zip Code)
Issuer's Telephone Number, including area code: (407) 245-3636
Securities registered under Section 12(b) of the Securities Exchange Act of
1934:
NONE
Securities registered under Section 12(g) of the Securities Exchange Act of
1934:
COMMON STOCK, $.01 PAR VALUE
Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 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 disclosure of delinquent filers pursuant to Item 405 of Regulation S-B
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-KSB or any amendment to this
Form 10-KSB. [ ]
Issuer's revenues for its most recent fiscal year were $0.
As of May 1, 2000, the aggregate market value of the voting stock held by
non-affiliates computed by reference to the price at which the stock was
recently sold was $35,977,035.
As of May 1, 2000, there were 14,241,356 shares of issuer's common stock
outstanding.
Documents incorporated by reference: NONE
<PAGE>
EXPLANATORY NOTE
This Form 10-KSB/A amends the Form 10-KSB filed by MegaMedia Networks,
Inc. (the "Company") on April 14, 2000 to clarify certain information with
respect to the beneficial ownership by William A. Mobley, Jr. of the Company's
capital stock.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of May 1, 2000, the number of
shares of Common Stock that were owned beneficially by (i) each person who is
known by the Company to beneficially own more than 5% of the common stock, (ii)
each director, (iii) the Named Executive Officers (as defined in "Executive
Compensation") and (iv) all directors and executive officers of the Company as a
group:
<TABLE>
<CAPTION>
AGGREGATE NUMBER OF TOTAL NUMBER OF
SHARES BENEFICIALLY ACQUIRABLE SHARES BENEFICIAL
OWNED WITHIN 60 DAYS (3) OWNER PERCENTAGE
NAME (1)(2) (A) (B) (COLUMNS (A)+(B)) OF OWNERSHIP
- ----------------------------------- ------------------- ------------------ ----------------- ------------
<S> <C> <C> <C> <C>
NextTraffic, Inc. (4) 3,250,000 3,250,000 22.82%
100 S. Orange Avenue, Suite 1000
Orlando, Florida 32801
William A. Mobley, Jr. 1,986,511(5) 177,841(6) 2,164,352 13.95%
John P. Chambers 100,000 -0- 100,000 *
David A. Gust -0- 0 -0- -0-
Paul J. Turcotte -0- -0- -0- -0-
Hon. Myron E. Tillman -0- -0- -0- -0-
Officers & Directors as a group
(7 persons) 2,249,011 189,697 2,438,708 15.79%
</TABLE>
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* Less than one percent.
(1) Except as otherwise noted, and subject to community property laws where
applicable, each person named in the table has sole voting and investment
power with respect to all securities owned by such person.
(2) Unless otherwise noted, the address of each person or entity listed is
MegaMedia Networks, Inc., 57 West Pine Street, Orlando, Florida 32801. (3)
Reflects the number of shares that could be purchased by the holder by
exercise of options granted pursuant to stock option agreements dated
January 5, 2000.
(4) William A. Mobley, Jr. is a principal stockholder, officer and director of
NextTraffic, Inc.
(5) Includes (i) 500,000 shares of common stock owned by Mobley Investments
Ltd., a limited partnership in which Mr. Mobley serves as Managing Member
of the General Partner of the limited partnership, (ii) 1,000,000 shares of
common stock owned by Mobley Family Ltd., a limited partnership in which
Mr. Mobley serves as President of the General Partner of the limited
partnership, and (iii) 486,511 shares of common stock which Mr. Mobley owns
jointly with his spouse, Michelle M. Mobley. Excludes the 3,250,000 shares
of common stock owned by NextTraffic, Inc., as Mr. Mobley disclaims
beneficial ownership of such shares.
(6) Represents shares of common stock deposited into an escrow account
established by the Company and certain of its stockholders under which the
stockholders who deposited the shares into escrow may reacquire the shares
pursuant to options with an exercise price of $2.00 per share. The options
expire on January 5, 2009 and are exercisable in full commencing on January
5, 2000.
1
<PAGE>
ITEM 1. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
EXHIBIT DESCRIPTION
2.1 Agreement and Plan of Reorganization, dated October 6, 1999, among the
Company, MegaMedia-Nevada and MegaMedia-Nevada stockholders. (1)
3.1 Articles of Incorporation of ACE Investments, Inc., a Utah
corporation, filed March 26, 1985. (2)
3.2 By-Laws of the Company. (2)
3.3 Articles of Amendment to the Articles of Incorporation changing the
Company's name to "Matlock Communications, Inc.," filed August 28,
1986. (2)
3.4 Articles of Amendment to the Articles of Incorporation changing the
Company's name to "Persimmon Corporation," filed June 28, 1989. (2)
3.5 Certificate of Incorporation of Amalgamated Entertainment, Inc., a
Delaware corporation, filed December 20, 1991. (2)
3.6 Articles of Merger of Persimmon Corporation into Amalgamated
Entertainment, Inc., filed January 29, 1992. (2)
3.7 Certificate of Amendment to the Company's Certificate of Incorporation
with respect to a 30-1 reverse stock split, filed April 6, 1999. (2)
3.8 Certificate of Amendment to the Company's Certificate of Incorporation
with respect to a 2.5-1 stock split, filed September 13, 1999. (3)
3.9 Certificate of Amendment to the Company's Certificate of Incorporation
to change the Company's name to "MegaMedia Networks, Inc. filed
November 29, 1999. (4)
4.1 Stock Option Agreement, dated June 24, 1999, between the Company and
John Chambers, Jr. (4)
4.2 Stock Option Agreement, dated July 5, 1999, between the Company and
Mark R. Dolan. (4)
4.3 Stock Option Agreement, dated January 5, 2000, between the Company and
William A. Mobley. (4)
4.4 Stock Option Agreement, dated January 5, 2000, between the Company and
Mark R. Dolan. (4)
10.1 Lease Agreement, dated June 14, 1999, between Kyung Park and Bang
Park, landlords, and the Company. (4)
10.1.1 Addendum to Lease Agreement, dated October 6, 1999. (4)
10.2 Product Development Agreement, dated January 7, 2000, between the
Company and Nextelligence, Inc. (4)
10.3 Internet Traffic Agreement dated January 7, 2000 between the Company
and NextTraffic, Inc. the Company. (4)
2
<PAGE>
10.4 Consulting Agreement, dated January 7, 2000, between the Company and
William A. Mobley. (4)
10.5 Employment Agreement, dated June 24, 1999, between the Company and
John Chambers, Jr. (4)
10.6 Escrow Agreement, dated as of December 29, 1999, among the Company,
certain stockholders of the Company and Christopher P. Flannery, as
escrow agent . (4)
10.7 Purchase and Sale of Assets Agreement, dated April 14, 2000, among
City-Guide ISP, Inc., David Marshlack, Dan Marshlack, Bruce C. Hammil,
Mark Dolan AND Titan Hosting, Inc. and the Company. (5) ---
10.8 Convertible Promissory Note, dated April 14, 2000, issued by Titan
Hosting, Inc. in favor of City-Guide ISP, Inc. in the principal amount
of $720,000. (5)
10.9 Security Agreement, dated April 14, 2000, between Titan Hosting, Inc.
and City-Guide ISP, Inc. (5)
10.10 Unconditional Corporate Guaranty, dated April 14, 2000, executed by
the Company. (5)
10.11 Subscription and Registration Rights Agreement, dated April 14, 2000,
between the Company. and City-Guide ISP, Inc. (5)
21.1 List of Subsidiaries. (4)
27.1 Financial Data Schedule. (4)
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(1) Incorporated by reference and filed as an exhibit to the Company's Current
Report on Form 8-K, filed with the Securities and Exchange Commission on
October 26, 1999.
(2) Incorporated by reference and filed as an exhibit to the Company's
Registration Statement on Form 10SB, filed with the Securities and Exchange
Commission on July 22, 1999.
(3) Incorporated by reference and filed as an exhibit to the Company's
Quarterly Report on Form 10QSB, filed with the Securities and Exchange
Commission on October 12, 1999.
(4) Incorporated by reference and filed as an Exhibit to the Company's Annual
Report on Form 10-KSB, filed with the Securities and Exchange Commission on
April 14, 2000.
(5) Incorporated by reference and filed as an Exhibit to the Company's Report
on Form 8-K, filed with the Securities and Exchange Commission on April 27,
2000.
(b) REPORTS ON FORM 8-K:
(i) The Company filed a Current Report on Form 8-K on October 26, 1999
in connection with the Reorganization Agreement.
(ii) The Company filed a Current Report on Form 8-K on April 27, 2000
in connection with the acquisition of certain assets of City-Guide ISP, Inc.
3
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
MEGAMEDIA NETWORKS, INC.
Date: May 3, 2000 BY: /s/ DAVID A. GUST
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David A. Gust, Chief Executive Officer
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.
Date: May 3, 2000 BY: /s/ WILLIAM A. MOBLEY
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William A. Mobley, Chairman of the Board
Date: May 3, 2000 BY: /s/ STEPHEN H. NOBLE, III
--------------------------
Stephen H. Noble, III, Chief Financial Officer
(Principal Financial and Accounting Officer)
Date: May 3, 2000 BY: /s/ MYRON E. TILLMAN
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Hon. Myron E. Tillman, Director
4
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
2.1 Agreement and Plan of Reorganization, dated October 6, 1999, among the
Company, MegaMedia-Nevada and MegaMedia-Nevada stockholders. (1)
3.1 Articles of Incorporation of ACE Investments, Inc., a Utah
corporation, filed March 26, 1985. (2)
3.2 By-Laws of the Company. (2)
3.3 Articles of Amendment to the Articles of Incorporation changing the
Company's name to "Matlock Communications, Inc.," filed August 28,
1986. (2)
3.4 Articles of Amendment to the Articles of Incorporation changing the
Company's name to "Persimmon Corporation," filed June 28, 1989. (2)
3.5 Certificate of Incorporation of Amalgamated Entertainment, Inc., a
Delaware corporation, filed December 20, 1991. (2)
3.6 Articles of Merger of Persimmon Corporation into Amalgamated
Entertainment, Inc., filed January 29, 1992. (2)
3.7 Certificate of Amendment to the Company's Certificate of Incorporation
with respect to a 30-1 reverse stock split, filed April 6, 1999. (2)
3.8 Certificate of Amendment to the Company's Certificate of Incorporation
with respect to a 2.5-1 stock split, filed September 13, 1999. (3)
3.9 Certificate of Amendment to the Company's Certificate of Incorporation
to change the Company's name to "MegaMedia Networks, Inc. filed
November 29, 1999. (4)
4.1 Stock Option Agreement, dated June 24, 1999, between the Company and
John Chambers, Jr. (4)
4.2 Stock Option Agreement, dated July 5, 1999, between the Company and
Mark R. Dolan. (4)
4.3 Stock Option Agreement, dated January 5, 2000, between the Company and
William A. Mobley. (4)
4.4 Stock Option Agreement, dated January 5, 2000, between the Company and
Mark R. Dolan. (4)
10.1 Lease Agreement, dated June 14, 1999, between Kyung Park and Bang
Park, landlords, and the Company. (4)
10.1.1 Addendum to Lease Agreement, dated October 6, 1999. (4)
10.2 Product Development Agreement, dated January 7, 2000, between the
Company and Nextelligence, Inc. (4)
10.3 Internet Traffic Agreement dated January 7, 2000 between the Company
and NextTraffic, Inc. the Company. (4)
10.4 Consulting Agreement, dated January 7, 2000, between the Company and
William A. Mobley. (4)
<PAGE>
10.5 Employment Agreement, dated June 24, 1999, between the Company and
John Chambers, Jr. (4)
10.6 Escrow Agreement, dated as of December 29, 1999, among the Company,
certain stockholders of the Company and Christopher P. Flannery, as
escrow agent . (4)
10.7 Purchase and Sale of Assets Agreement, dated April 14, 2000, among
City-Guide ISP, Inc., David Marshlack, Dan Marshlack, Bruce C. Hammil,
Mark Dolan AND Titan Hosting, Inc. and the Company. (5) ---
10.8 Convertible Promissory Note, dated April 14, 2000, issued by Titan
Hosting, Inc. in favor of City-Guide ISP, Inc. in the principal amount
of $720,000. (5)
10.9 Security Agreement, dated April 14, 2000, between Titan Hosting, Inc.
and City-Guide ISP, Inc. (5)
10.10 Unconditional Corporate Guaranty, dated April 14, 2000, executed by
the Company. (5)
10.11 Subscription and Registration Rights Agreement, dated April 14, 2000,
between the Company and City-Guide ISP, Inc. (5)
21.1 List of Subsidiaries. (4)
27.1 Financial Data Schedule. (4)
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(1) Incorporated by reference and filed as an exhibit to the Company's Current
Report on Form 8-K, filed with the Securities and Exchange Commission on
October 26, 1999.
(2) Incorporated by reference and filed as an exhibit to the Company's
Registration Statement on Form 10SB, filed with the Securities and Exchange
Commission on July 22, 1999.
(3) Incorporated by reference and filed as an exhibit to the Company's
Quarterly Report on Form 10QSB, filed with the Securities and Exchange
Commission on October 12, 1999.
(4) Incorporated by reference and filed as an Exhibit to the Company's Annual
Report on Form 10-KSB, filed with the Securities and Exchange Commission on
April 14, 2000.
(5) Incorporated by reference and filed as an Exhibit to the Company's Report
on Form 8-K, filed with the Securities and Exchange Commission on April 27,
2000.
