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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K/A
AMENDMENT NO. 1
FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934. (Mark One)
/X/ Annual report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 [Fee Required] for the fiscal year ended December
31, 1996.
/ / Transitional report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 [No Fee Required] for the transition period from
___________ to ____________.
COMMISSION FILE NUMBER: 2-31438
NUKO INFORMATION SYSTEMS, INC.
(Exact name of Registrant as specified in its charter)
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DELAWARE 16-0962874
(State of other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number)
2391 QUME DRIVE, SAN JOSE, CALIFORNIA 95131
(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code: (408) 526-0288
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $.001 PAR VALUE
(Title of Class)
Indicate by check mark whether the issuer (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 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. / /
Based on the closing sales price for the Registrant's Common Stock on The Nasdaq
Stock Market's National Market System on March 21, 1997, the aggregate market
value of the voting stock held by non-affiliates of the Registrant was
approximately $55,302,962.
As of February 28, 1997, 10,489,534 shares of the Registrant's Common Stock were
outstanding.
Exhibit Index on page 2
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(c) Exhibits
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2.1(1) Agreement and Plan of Reorganization, dated as of May 27, 1994 between
Growers Express Incorporated and NUKO Technologies, Inc.
3.1(3) Amended and Restated Certificate of Incorporation of the
Registrant
3.2(3) Certificate of Designation containing the designations, preferences and
rights of the Registrant's Series A Convertible Preferred Stock.
3.3(6) Bylaws of the Registrant
4.1(1) Form of 10% senior notes due June 30, 1997
4.2(1) Form of specimen Common Stock certificate
4.3(1) Common Stock Purchase Warrants issued to Alidad Farmanfarma
4.4(1) Common Stock Purchase Warrants issued to Marc Dumont
4.5(1) Form of "A" Common Stock Purchase Warrants issued in connection with
the senior notes (Exhibit 4.1 above)
4.6(1) Form of "B" Common Stock Purchase Warrants issued in connection with
the senior notes (Exhibit 4.1 above)
4.7(1) Registration Rights Agreement among the Registrant, PIRCO
Investment, S.A. and Nutley Investments, S.A. dated as of
July 27, 1995.
4.8(4) Securities Purchase Agreement, dated as of December 13, 1996, by and
between the Registrant and RGC International Investors, LDC, including
the Form of Stock Purchase Warrant attached as Exhibit B thereto.
4.9(4) Registration Rights Agreement, dated as of December 13, 1996, by and
between the Registrant and RGC International Investors, LDC.
4.10(3) Stock Purchase Warrant dated February 28, 1997 issued by the Registrant
to RGC International Investors, LDC.
4.11(3) Warrant Share Registration Rights Agreement, dated as of February 28,
1997, by and between the Registrant and RGC International Investors,
LDC.
4.12(3) Letter Agreement dated February 28, 1997 between the Registrant and RGC
International Investors, LDC.
10.1(1) Consulting Agreement between the Registrant and Alidad Farmanfarma,
dated as of July 27, 1995
10.2(1) Sublease Agreement dated as of June 13, 1994 by and between
Polymetrics, Inc. and the Registrant.
10.3(1) 1995 Stock Option Plan
10.4(2) Development and OEM Purchase Agreement between the Registrant and
Northern Telecom, Inc., dated as of December 12, 1995
10.5(2) Agreement between the Registrant and Southwestern Bell Video
Services, Inc., dated December 12, 1995
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10.6(5) Source Code Purchase Agreement between Registrant and Digi
International, Inc., dated March 26, 1996
10.7(6) Loan and Security Agreement dated as of October 28, 1996 by
and between Silicon Valley Bank and the Registrant.
10.8(6) Lease dated as of July 29, 1996 by and between Fortune Trade
Associates and the Registrant.
10.9(6) 1996 Stock Option Plan (as amended and restated November 7,
1996)
10.10(6) 1996 Director Stock Option Plan (as amended and restated
November 7, 1996)
10.11(6) Loan Agreement dated as of October 17, 1996 by and between the
Registrant and John H. Gorman and Margaret E. Gorman
11.1(6) Statement regarding computation of per share loss
23.1 Consent of Coopers & Lybrand L.L.P.
27.1(6) Financial Data Schedule
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(1) Incorporated by reference to Registrant's Annual Report on Form 10-KSB
for the fiscal year ended April 30, 1995.
(2) Incorporated by reference to Registrant's Registration Statement on
Form SB-2 and subsequent amendments (File No. 33-01626), filed with
the Commission on February 26, 1996.
(3) Incorporated by reference to Registrant's Current Report on Form 8-K
filed with the Commission on March 5, 1997.
(4) Incorporated by reference to Registrant's Current Report on Form 8-K
filed with the Commission on December 20, 1996.
(5) Incorporated by reference to Registrant's Annual Report on Form 10-KSB
for the fiscal period ended December 31, 1995 (an eight month period).
(6) Incorporated by reference to Registrant's Annual Report on Form 10-K
for the year ended December 31, 1996.
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NUKO INFORMATION SYSTEMS, INC.
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.
Dated: April 2, 1997 NUKO INFORMATION SYSTEMS, INC.
By: /s/ John H. Gorman
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Title Vice President, Chief Financial Officer,
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Secretary, Treasurer
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
NUKO Information Systems, Inc. on Form S-3 (File No. 333-19205) of our report,
which includes an explanatory paragraph relating to the Company's ability to
continue as a going concern, dated March 21, 1997, on our audit of the
consolidated financial statements and financial statement schedule of NUKO
Information Systems, Inc. as of December 31, 1996, and for the year then ended
which report is included in this Annual Report on Form 10-K.
/s/ COOPERS & LYBRAND L.L.P.
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Coopers & Lybrand L.L.P.
San Jose, California
April 2, 1997
