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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-KSB/A
(Mark One)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended July 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 000-28761
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JagNotes.com Inc.
(Exact name of Registrant as Specified in Its Charter)
Nevada 88-0380546
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation) Identification No.)
226 West 26th Street, Studio D
New York, New York 10001
(Address of Principal Executive Offices) (Zip Code)
(646) 205-8314
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on which Registered
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None None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.00001 par value
(Title of Class)
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Check 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
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 there is no disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained in this form, and no disclosure will 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. / /
The issuer's revenue for the fiscal year ended July 31, 2000 was
approximately $1,042,033.
The aggregate market value of voting common equity held by
non-affiliates of the registrant, based upon the closing bid price of the Common
Stock on November 13, 2000 as reported on the OTC Bulletin Board, was
approximately $11,746,629.
Indicate the number of shares outstanding of each of the Registrant's
classes of common stock, as of the latest practicable date.
Class Outstanding at November 20, 2000
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Common Stock, par value $0.00001 per share 17,223,425
DOCUMENTS INCORPORATED BY REFERENCE.
None.
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Explanatory Note.
This Report on Form 10-KSB/A amends the disclosure contained in Item 10
of the Annual Report on Form 10-KSB filed by JagNotes.com Inc. with the
Securities and Exchange Commission on November 14, 2000 to correct a
typographical error contained in the Summary Compensation Table.
ITEM 10. EXECUTIVE COMPENSATION
Compensation of Executive Officers
The following table sets forth certain summary information regarding
compensation paid to our Chief Executive Officer and certain executive officers
for services rendered during the fiscal years ended July 31, 1998, 1999 and
2000. Except as listed in the table below, no executive officer holding office
in fiscal year 2000 received total annual salary and bonus exceeding $100,000.
No such officers have been awarded any stock options, stock appreciation rights
or other long term or incentive compensation not reflected below.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
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Name and Principal Position Fiscal All Other
Year Annual Compensation Compensation
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--------------- ------------- --------------------
Other
Annual
Salary Bonus Compensation
---------------------------------- ----------- --------------- ------------- -------------------- -----------------------
<S> <C> <C> <C> <C> <C>
Gary Valinoti (President and 2000 $100,000 --- --- ---
Chief Executive Officer) 1999 $110,550 --- --- ---
1998 $110,550 --- --- ---
---------------------------------- ----------- --------------- ------------- -------------------- -----------------------
Stephen J. Schoepfer 2000 $100,000 $50,000 --- ---
(Chief Operating Officer) 1999 --- --- --- ---
1998 --- --- --- ---
---------------------------------- ----------- --------------- ------------- -------------------- -----------------------
Thomas J. Mazzarisi 2000 $100,000 --- --- ---
(Executive Vice President and 1999 --- --- --- ---
General Counsel) 1998 --- --- --- ---
---------------------------------- ----------- --------------- ------------- -------------------- -----------------------
Stephen R. Russo 2000 $20,000 --- --- ---
(Chief Financial Officer) 1999 --- --- --- ---
1998 --- --- --- ---
---------------------------------- ----------- --------------- ------------- -------------------- -----------------------
Jeffrey Goss (Mr. Goss served as 2000 $86,997 --- --- ---
Secretary and Vice President of 1999 $110,550 --- --- ---
JagNotes.com Inc. until June 1998 $110,550 --- --- ---
2000, but is no longer employed
by JagNotes)
---------------------------------- ----------- --------------- ------------- -------------------- -----------------------
Anthony Salandra (Mr. Salandra 2000 --- --- --- ---
served as President and director 1999 $110,550 --- --- ---
of JagNotes, Inc. during fiscal 1998 $110,550 --- --- ---
year 1999, but is no longer
employed by JagNotes)
---------------------------------- ----------- --------------- ------------- -------------------- -----------------------
Barry Belzer, (Mr. Belzer served 2000 --- --- --- ---
as Secretary and director of 1999 $110,550 --- --- ---
JagNotes, Inc. during fiscal 1998 $110,550 --- --- ---
year 1999, but is no longer
employed by JagNotes)
---------------------------------- ----------- --------------- ------------- -------------------- -----------------------
</TABLE>
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We are in the process of expanding our staff and, accordingly, we
expect that our executive compensation expenses will increase in the current and
future fiscal years.
Director Compensation
We currently do not compensate our directors, all of whom receive
compensation as officers.
Stock Options and SARs
No stock options or freestanding SARs were granted to any of our named
executive officers during the fiscal year ended July 31, 2000. We expect to
enter into employment agreements with three of our named executive officers
during our fiscal quarter ending January 31, 2001, pursuant to which such
officers will be granted stock options to purchase an aggregate of 900,000
shares of our common stock (See Employment Contracts.)
1999 Long-Term Incentive Plan
In October, 1999 our Board of Directors approved the 1999 Long-Term
Incentive Plan. The purpose of the plan is to allow us to attract and retain
officers, employees, directors, consultants and certain other individuals and to
compensate them in a way that provides additional incentives and enables such
individuals to increase their ownership interests in JagNotes. Individual awards
under the plan may take the form of:
o either incentive stock options or non-qualified stock options;
o stock appreciation rights;
o restricted or deferred stock;
o dividend equivalents;
o bonus shares and awards in lieu of JagNotes' obligations to
pay cash compensation; and
o other awards, the value of which is based in whole or in part
upon the value of the common stock.
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The plan will generally be administered by a committee appointed by our
board of directors, except that the board will itself perform the committee's
functions under the plan for purposes of grants of awards to directors who serve
on the committee. The board may also perform any other function of the
committee. The committee generally is empowered to select the individuals who
will receive awards and the terms and conditions of those awards, including
exercise prices for options and other exercisable awards, vesting and forfeiture
conditions, performance conditions, the extent to which awards may be
transferable and periods during which awards will remain outstanding. Awards may
be settled in cash, shares, other awards or other property, as the committee may
determine.
The maximum number of shares of common stock that may be subject to
outstanding awards under the plan will not exceed 15% of the aggregate number of
shares of common stock outstanding effective at the time of such grant. At July
31, 2000, the number of shares deliverable upon exercise of incentive stock
options was limited to 2,220,000. The plan also provides that no participant may
be granted in any calendar year options or other awards that may be settled by
delivery of more than 500,000 shares, and limits payments under cash-settled
awards in any calendar year to an amount equal to the fair market value of that
number of shares as of the date of grant or the date of settlement of the award,
whichever is greater. As of July 31, 2000 there were a total of 1,782,500 shares
of common stock subject to outstanding options granted under the plan. Each of
the foregoing options has an exercise price of $2.00 per share.
The plan will remain in effect until terminated by the board of
directors. The plan may be amended by our board of directors without the consent
of our stockholders, except that any amendment, although effective when made,
will be subject to stockholder approval if required by any Federal or state law
or regulation or by the rules of any stock exchange or automated quotation
system on which our common stock may then be listed or quoted. The number of
shares reserved or deliverable under the plan, the annual per-participant
limits, the number of shares subject to options automatically granted to
non-employee directors, and the number of shares subject to outstanding awards
are subject to adjustment in the event of stock splits, stock dividends and
other extraordinary corporate events.
We generally will be entitled to a tax deduction equal to the amount of
compensation realized by a participant through awards under the plan, except no
deduction is permitted in connection with incentive stock options if the
participant holds the shares acquired upon exercise for the required holding
periods; and deductions for some awards could be limited under the $1.0 million
deductibility cap of Section 162(m) of the Internal Revenue Code. This
limitation, however, should not apply to awards granted under the plan during a
grace period of approximately one year following the effectiveness of the
registration statement covering the shares, and should not apply to certain
options, stock appreciation rights and performance-based awards granted
thereafter if we comply with certain requirements under Section 162(m).
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Employment Contracts
We expect to enter into three-year employment agreements (each an
"Executive Agreement") with each of Gary Valinoti (our President and Chief
Executive Officer), Stephen J. Schoepfer (our Executive Vice President and Chief
Operating Officer) and Thomas J. Mazzarisi (our General Counsel and Executive
Vice President) (collectively, the "Executives") during our fiscal quarter
ending January 31, 2001. Each Executive Agreement will provide for an base
salary of $150,000, with annual increases of $25,000. The Executive Agreements
will also provide that each employee shall be entitled to an annual bonus of at
least $25,000 payable on the first business day in January following the year in
which the bonus is earned. Such bonus may be higher than $25,000 if so
determined by the board of directors in its discretion. In addition, pursuant to
the Executive Agreements, each Executive will be entitled to the same medical
and other benefits, including health and life insurance coverage, as are
provided to other employees of JagNotes. In the event JagNotes terminates the
employment of any of the Executives "without cause" or such Executive resigns
for "good reason" as defined in the Executive Agreements, such Executive shall
be entitled to receive (i) continued medical and life insurance coverage for a
period equal to the greater of one year or the number of years and fractions
thereof between the date of such termination and the end of the term of
employment (the "Severance Period") and (ii) a lump sum cash payment equal to
the Severance Period multiplied by the greater of the $25,000 or the highest
annual bonus previously paid to such Executive during the term of the Executive
Agreement. A change in control of JagNotes (as defined in our 1999 Long-Term
Incentive Plan) will be deemed to be a "good reason" for resignation under the
Executive Agreements.
In addition, pursuant to the Executive Agreements, we intend to grant
to each of Gary Valinoti, Stephen J. Schoepfer and Thomas J. Mazzarisi a 5%
ownership interest in our webcast subsidiary, JAGfn Broadband LLC together with
the right to receive a 5% ownership interest in any subsidiary of JagNotes.com
Inc. eventually established for the purpose of carrying out our anticipated
Latin American operations. Such ownership interests shall not be diluted.
Pursuant to the terms and conditions of the Executive Agreements, we
also intend to grant to each of the Executives options to purchase an aggregate
of 900,000 shares of our common stock exercisable at a price per share of $0.25.
Of the 900,000 options granted to each Executive, 400,000 will vest immediately
upon the execution of the Executive Agreements. 250,000 options will become
exercisable on January 1, 2001 and an additional 250,000 options will become
exercisable on June 1, 2001. We expect that the options will be subject to the
terms of our 1999 Long-Term Incentive Plan and may be exercised, in whole or in
part, by the Executives on a cashless basis.
As of the date of this annual report on Form 10-KSB, the terms and
conditions of these anticipated Executive Agreements had not yet been finalized.
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Indemnification of Officers and Directors
Our Articles of Incorporation provide that we shall indemnify our
officers, directors, employees and agents to the full extent permitted by Nevada
law. Our Bylaws include provisions to indemnify our officers and directors and
other persons against expenses (including judgments, fines and amounts paid for
settlement) incurred in connection with actions or proceedings brought against
them by reason of their serving or having served as officers, directors or in
other capacities. We do not, however, indemnify them in actions in which it is
determined that they have not acted in good faith or have acted unlawfully or
not in JagNotes' best interest. In the case of an action brought by or in the
right of JagNotes, we shall indemnify them only to the extent of expenses
actually and reasonably incurred by them in connection with the defense or
settlement of these actions and we shall not indemnify them in connection with
any matter as to which they have been found to be liable to JagNotes, unless the
deciding court determines that, notwithstanding such liability, that person is
fairly entitled to indemnity in light of all the relevant circumstances.
We do not currently maintain director's and officer's liability
insurance but we may do so in the future.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to our directors and officers pursuant to the foregoing
provisions, or otherwise, we have been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act and is, therefore, unenforceable.
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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.
JAGNOTES.COM, INC.
/s/ Gary Valinoti
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Gary Valinoti
Chief Executive Officer
Dated: November 20, 2000
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 date indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
Chief Executive Officer, President and
/s/ Gary Valinoti Director (Principal Executive Officer) November 20, 2000
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Gary Valinoti
/s/ Stephen J. Schoepfer Chief Operating Officer and Director November 20, 2000
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Stephen J. Schoepfer
Chief Financial Officer (Principal
/s/ Stephen R. Russo Financial and Accounting Officer) November 20, 2000
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Stephen Russo
Executive Vice President, General Counsel
/s/ Thomas J. Mazzarisi and Director November 20, 2000
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Thomas J. Mazzarisi
</TABLE>
