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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
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[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
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: 000-26319
BINGO.COM, INC.
(Exact name of registrant as specified in its charter)
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FLORIDA 98-0206369
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
SUITE C200 - 4223 GLENCOE AVE.
MARINA DEL REY, CALIFORNIA 90292
(Address of principal executive offices) (Zip Code)
(310) 301-4171
(Registrant's Telephone Number, Including Area Code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK, PAR VALUE $.001 PER SHARE
(Title of Class)
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. [X] Yes [ ] 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. [ ]
The aggregate market value of the registrant's voting Common Stock held
by non-affiliates of the Registrant, computed by reference to the closing price
of such stock on the National Association of Securities Dealers Over the Counter
Bulletin Board Market as of March 14, 2000 was $1.75.
The number of shares of Registrant's Common Stock outstanding on March
14, 2000 was 10,041,668. The Registrant's common stock was traded on the
National Association of Securities Dealers Over the Counter Bulletin Board
Market, symbol BIGR.
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BINGO.COM, INC.
INDEX
<TABLE>
<CAPTION>
Page No.
<S> <C> <C>
Item 10. Directors and Executive Officers of the Registrant..................... 3
Item 11. Executive Compensation................................................. 4
Item 12. Security Ownership of Certain Beneficial Owners and Management......... 8
Item 13. Certain Relationships and Related Transactions......................... 9
SIGNATURES ....................................................................... 9
</TABLE>
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ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Shane Murphy 39 Chairman of the Board, Chief Executive Officer, President,
Treasurer and Secretary
Darren Little 35 Former Chairman of the Board, Chief Executive Officer,
President, Treasurer and Secretary
James Buck 44 Senior Vice President
Roger Flowerdew 48 Former Chief Financial Officer
Chris Sargent 29 Former Vice President, Investor Relations
</TABLE>
The following is information on each of the persons listed above:
Shane Murphy has served as the Chairman of the Board, Chief Executive
Officer, President, Treasurer and Secretary of Bingo.com, Inc. (the "Company")
since July 1, 1999. From June 1996 to June 1999, Mr. Murphy held the positions
of Chief Executive Officer and President at Canadian Capital Management, a
private company engaged in providing consulting services to the marketing
industry. From 1986 to 1996, Mr. Murphy served as Chief Executive Officer and
President of Ad Team Canada, a private marketing communications company that
was liquidated in 1996.
Darren Little served as the Chairman of the Board, Chief Executive Officer,
President, Secretary and Treasurer of the Company from January 1999 until June
24, 1999. Mr. Little previously served as Vice President of Marketing for GIC
Global Intertainment Corp., and prior to that he served as Vice President of
Marketing for Advanced Gaming Technology Inc.
James Buck has served as the Senior Vice President of the Company since
April 27, 2000 and has been an employee since October 1, 1999. From 1984 to
1999, Mr. Buck was the President of ASI, a firm providing strategic consulting,
recruiting and development services to businesses.
Roger Flowerdew served as Chief Financial Officer of the Company from March
1, 1999 until June 30, 1999. Mr. Flowerdew was the Chief Financial Officer of
Xinex Networks Inc. from August 1992 to July 1997. Mr. Flowerdew was the
Executive Vice President, Finance for First Cambridge Bancorp from May 1991 to
June 1992.
Chris Sargent held the position of Vice President, Investor Relations of the
Company from July 1, 1999 to August 31, 1999. Mr. Sargent was the Vice
President of GIC Global Intertainment Corp. from March 1998 to December 1998,
was employed as an investor relations specialist with Advance Gaming
Technology Inc. from March 1997 to March 1998 and was employed as an investor
relations specialist with Investor Relations Group from March 1996 to May
1996. Mr. Sargent worked as a real estate professional at McRae Walker Realty
prior to 1996.
OTHER INFORMATION
The Board of Directors is elected by the stockholders at the Annual Meeting
of Stockholders, and Shane Murphy is currently the only member of the Board of
Directors. He reviews significant developments affecting the Company and acts on
matters requiring Board approval. Although the Board of Directors may delegate
many matters to others, it reserves certain powers and functions to itself.
There are no committees of the Board of Directors.
None of the present or former directors or executive officers of the Company
is or was a party to any arrangement or understanding with any other person
pursuant to which he was elected as a director or officer.
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None of the present or former directors or executive officers of the
Company has or had any family relationship with any other officer or
director.
None of the officers or directors of the Company have been involved in the
past five years in any of the following: (1) bankruptcy proceedings; (2) subject
to criminal proceedings or convicted of a criminal act; (3) subject to any
order, judgment or decree entered by any court limiting in any way his or her
involvement in any type of business, securities or banking activities; or (4)
subject to any order for violation of federal or state securities laws or
commodities laws.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) ("Section 16(a)") of the Securities Exchange Act of 1934
requires the Company's directors and executive officers, and persons who own
more than ten percent of a registered class of the Company's equity securities,
to file with the Securities and Exchange Commission (the "Commission") 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 ten
percent stockholders are required by Commission regulation to furnish the
Company with copies of all Section 16(a) forms they file.
To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company and written representations that no other
reports were required during the year ended December 31, 1999, and except as
disclosed in the following paragraph, the Company's officers, directors and
greater than ten percent beneficial owners complied with all Section 16(a)
filing requirements.
Shane Murphy failed to file a Form 4 with the Commission in connection
with the repricing of stock options in November 1999. Mr. Murphy is in the
process of filing the late Form 4 with the Commission.
ITEM 11. EXECUTIVE COMPENSATION
The directors of the Company did not receive compensation for services
on the Board of Directors for the fiscal year ended December 31, 1999. Members
of the Board of Directors are reimbursed for their expenses incurred in
connection with attendance at meetings of the Board of Directors in accordance
with Company policy. Directors who are employees of the Company do not receive
separate compensation for their services as a director.
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COMPENSATION OF EXECUTIVE OFFICERS
The following table shows, for the fiscal year ended December 31, 1999,
certain compensation awarded or paid to, or earned by the Company's Chief
Executive Officers (the "Named Executive Officers"):
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION
COMPENSATION AWARDS
-------------- ---------------
SECURITIES
UNDERLYING
NAME AND SALARY OPTIONS
PRINCIPAL POSITION YEAR (CANADIAN$) (#)
- ---------------------- -------- -------------- ---------------
<S> <C> <C> <C>
Shane Murphy.......... 1999 $125,000 1,200,000(1)
Chairman of the
Board, Chief
Executive Officer,
President, Treasurer
and Secretary
Darren Little(2)......... 1999 $ 45,833 500,000
Former Chairman of
the Board, Chief
Executive Officer,
President, Treasurer
and Secretary
</TABLE>
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(1) Includes options to purchase 600,000 shares of Common Stock with respect to
which the exercise price was repriced to $1.31 per share effective November
17, 1999 pursuant to a resolution adopted by the sole Director of the
Company. The aggregate number of options held by Mr. Murphy is 600,000.
(2) Mr. Little ceased to be the Chairman of the Board, Chief Executive Officer,
President, Treasurer and Secretary of the Company on June 24, 1999.
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STOCK OPTION GRANTS AND EXERCISES
Stock Option Grants. During the fiscal year ended December 31, 1999, stock
options were granted to the Named Executive Officers in the amounts and with the
terms indicated in the following table:
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
NUMBER OF PERCENT
SECURITIES OF EXERCISE
UNDERLYING TOTAL PRICE EXPIRATION
NAME OPTIONS (#) OPTIONS ($/SH)(1) DATE
- --------------------- --------------- -------- ------------ -------------
<S> <C> <C> <C> <C>
Shane Murphy 600,000(2) 30.61% $4.75 July 1, 2001
600,000(2) 30.61% $1.31 July 1, 2004
Darren Little 500,000(3) 25.51% $4.75 (4)
</TABLE>
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(1) All options were granted at the market price on the date of grant.
(2) Represents nonqualified stock options to purchase 600,000 shares of Common
Stock originally granted on September 1, 1999. On November 17, 1999, Shane
Murphy, the sole director of the Company, repriced the exercise price of the
options from $4.75 per share to $1.31 per share, the average closing trading
price for the Common Stock of the Company on the Over the Counter Bulletin
Board Market over the ten trading days preceding November 17, 1999. In
addition, on November 17, 1999, Mr. Murphy, as the sole director of the
Company, amended the vesting of the options to the following: 100,000
immediately vested as of November 17, 1999 and 25,000 vesting on the first
day of each month beginning on December 1, 1999. Upon a change of control of
the Company (as defined in Mr. Murphy's employment agreement with the
Company), Mr. Murphy may elect to terminate his employment with the Company
and upon such termination all options shall become immediately exercisable.
The aggregate number of options held by Mr. Murphy is 600,000.
(3) Nonqualified stock options which vest pro rata over a three-year period from
the date of the grant.
(4) Expired following the termination of Mr. Little's employment with the
Company on June 24, 1999.
The following table shows for the fiscal year ended December 31, 1999,
certain information regarding options held at year-end by the Named Executive
Officers. No options were exercised in the year ended December 31, 1999.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
NAME OPTIONS AT FY-END (#) FY-END ($)
---- ---------------------- -----------------------
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Shane Murphy 125,000 475,000 $0.00 $0.00
Darren Little 0 0 $0.00 $0.00
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</TABLE>
(1) Excludes the value of all unexercised options which have an exercise price
greater than or equal to $1.25, the closing price of the Common Stock on
December 31, 1999 on the Over the Counter Bulletin Board Market.
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Report on Repricing of Options. On November 17, 1999, Shane Murphy, as the
sole director of the Company, made the decision to reprice the "underwater"
stock options granted to him. Mr. Murphy's rationale for repricing his options
was that because his options were "underwater" he would not realize the benefit
originally conferred. In addition, Mr. Murphy believed the repricing was
appropriate to continue to incentivize him as an employee and director of the
Company. Other than the repricing of Mr. Murphy's stock options, no stock
options of the Company were repriced during the last ten completed fiscal years.
TEN-YEAR OPTION/SAR REPRICINGS
<TABLE>
<CAPTION>
LENGTH OF
MARKET ORIGINAL
PRICE OF EXERCISE OPTION
NUMBER OF STOCK AT PRICE AT TERM
SECURITIES TIME OF TIME OF NEW REMAINING
UNDERLYING REPRICING REPRICING EXERCISE AT DATE OF
NAME DATE OPTIONS(#) ($) ($) PRICE ($) REPRICING
- ----------------- --------- ----------- ---------- ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
Shane Murphy 11/17/99 600,000 $1.31 $4.75 $1.31 55 mos.
</TABLE>
EMPLOYMENT AND CONSULTING AGREEMENTS
The Company entered into an employment agreement with Shane Murphy, the
Chairman of the Board, Chief Executive Officer, President, Secretary and
Treasurer dated June 17, 1999 and effective July 1, 1999. The term of the
agreement is three years, commencing on July 1, 1999 and ending on July 1, 2002,
renewing for an additional term of one year upon the consent of the parties.
Under the terms of the agreement, the Company agreed to pay Mr. Murphy a salary
of $250,000 (Canadian) per year, and granted Mr. Murphy options to acquire
600,000 shares of common stock at $4.75 per share, vesting as to 300,000 shares
pro rata monthly over 2 years and as to 300,000 based on the market price of the
Company's common stock. The options were repriced on November 17, 1999 to an
exercise price of $1.31 per share and the vesting was amended so that 100,000
shares were immediately vested and 25,000 shares vested on the first day of
each month beginning on December 1, 1999. Pursuant to the terms of the
employment agreement, within 90 days of a change of control of the Company,
Mr. Murphy may elect to terminate the agreement and the Company will be
obligated to pay to Mr. Murphy two times his annual salary and all of Mr.
Murphy's stock options will immediately vest.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the
ownership of the Company's Common Stock as of March 14, 2000 by: (i) the
director and nominee for director; (ii) the Named Executive Officers; (iii) all
executive officers and directors of the Company as a group; and (iv) all those
known by the Company to be beneficial owners of more than five percent of the
Company's Common Stock.
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE
OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP (1) PERCENT OF TOTAL
- --------------------------------- -------------------------- ------------------------
<S> <C> <C>
Shane Murphy 250,000(2) 2.43%
Bingo, Inc. 500,000 4.98%
P.O. Box 1127
The ANSA Bank Bldg.
Anguilla, B.W.I.
Dotcom Fund SA 1,000,000(3) 9.49%
Box 571
Providentiales Turks &
Caicos, B.W.I.
Goldberg Equity Fund 833,336(4) 7.97%
2001 Leeward Hwy.
Providentiales Turks &
Caicos, B.W.I.
Michael Townsend 765,000 7.62%
C/o Hong Kong Bank Bldg.
Vancouver, BC V6C3H1
Whitecliffe Investment Fund, 585,000 5.83%
Ltd.
CEGEI NI 18 STE 36 SNL 3
Cancine, MX 77500
Executive Officers and 250,000(2) 2.43%
Directors as a Group (1 person)
</TABLE>
(1) This table is based upon information supplied by officers, directors and
principal stockholders and Schedules 13D and 13G filed with the
Commission. Unless otherwise indicated in the footnotes to this table
and subject to community property laws where applicable, each of the
stockholders named in this table has sole voting and investment power
with respect to the shares indicated as beneficially owned. Applicable
percentages are based on 10,041,668 shares outstanding as of March 14,
2000, adjusted as required by rules promulgated by the SEC
(2) Represents 250,000 shares of Common Stock which may be acquired through
stock option exercises within sixty days of March 14, 2000.
(3) Includes 500,000 shares of Common Stock that may be acquired pursuant to
the exercise of 500,000 share purchase warrants within sixty days of
March 14, 2000.
(4) Includes 416,668 shares of Common Stock that may be acquired pursuant to
the exercise of 416,668 share purchase warrants within sixty days of
March 14, 2000.
(5) Pursuant to an assignment of a Share Purchase Agreement, the beneficial
owner of these shares is Darren Little, the former Chairman of the
Board, Chief Executive Officer, President, Treasurer and Secretary of
the Company.
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company may enter into indemnity agreements with each of its
officers and directors from time to time which provide, among other things, that
the Company will indemnify such officer or director, under the circumstances and
to the extent provided therein, for expenses, damages, judgments, fines and
settlements he may be required to pay in actions or proceedings which he is or
may be made a party by reason of his position as a director, officer or other
agent of the Company, and otherwise to the full extent permitted under Florida
law and the Company's Bylaws.
SIGNATURES
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.
Date: May 2, 2000 BINGO.COM, INC., a Florida Corporation
By: /s/ Shane Murphy
-----------------------------------------
Shane Murphy
Chairman of the Board, Chief Executive
Officer, President, Treasurer and
Secretary
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Name Capacity Date
---- -------- ----
<S> <C> <C>
Chairman of the Board, Chief Executive May 2, 2000
/s/Shane Murphy Officer, President, Treasurer and
- --------------------------- Secretary (Principal Executive,
Shane Murphy Financial and Accounting Officer)
/s/James Buck Senior Vice President May 2, 2000
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James Buck
</TABLE>
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