<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A
[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
0-27551
QORUS.COM, INC.
(Name of Small Business Issuer in its Charter)
FLORIDA 65-0358792
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
11350 RANDOM HILLS ROAD
SUITE 650
FAIRFAX, VIRGINIA 22030
(Address of principal executive offices) (Zip Code)
(703) 279-6430
(Issuer'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
Check whether the Issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act 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 .
--- ---
Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B 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. X
---
Issuer's revenues for its most recent fiscal year: $105,775.
The aggregate market value of the voting stock held by non-affiliates of the
registrant is approximately $ 8,796,000.
As of March 27, 2000, 12,874,407 shares of the registrant's Common Stock
were outstanding.
Transitional Small Business Disclosure Format (Check One):
Yes No X
--- ---
DOCUMENTS INCORPORATED BY REFERENCE: None
<PAGE> 2
EXPLANATORY NOTE
This Form 10-KSB/A is being filed in order to amend and restate in
their entirety Items 9, 10, 11 and 12 of the Registrant's Form 10-KSB for the
fiscal year ended December 31, 1999.
<PAGE> 3
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT.
The following table sets forth the names, positions and ages of our
executive officers and directors. All of our directors serve until the next
annual meeting of stockholders or until their successors are elected and
qualify. Officers are elected by the board of directors and their terms of
office are, except to the extent governed by employment contract, at the
discretion of the board of directors. There is no family relationship between
any director, executive officer or person nominated or chosen by Qorus to become
a director or executive officer.
<TABLE>
<CAPTION>
NAME Age Position Held Since
---- --- -------- ----------
<S> <C> <C> <C>
Patrick J. Haynes, III 50 Senior Chairman and Chairman of 1999
the Executive Committee
James W. Blaisdell 44 Executive Chairman and Chief 2000
Executive Officer
George M. Middlemas 53 Director 1999
William Salatich 77 Director 1999
Robert T. Isham, Jr. 47 Director 1999
Jack N. Woodruff 42 Chief Financial Officer 1999
</TABLE>
Patrick J. Haynes, III, Senior Chairman and Chairman of the Executive
Committee, is the co-founder and Senior Managing Director of Thurston Group,
Inc., a private merchant bank in Chicago. Mr. Haynes has held his position with
Thurston Group, Inc. since 1988. In 1992, Mr. Haynes founded e.spire
Communications (formerly American Communications) and held the position of
President until 1993. Mr. Haynes currently serves as Chairman of Avery
Communications, Inc., a position he has held since 1995. Prior to 1988, Mr.
Haynes was associated with Merrill Lynch & Company, Oppenheimer & Company and
Lehman Brothers, Inc. as an investment banker.
James W. Blaisdell, Executive Chairman and Chief Executive Officer, joined
Qorus in March 2000. Prior to joining Qorus, Mr. Blaisdell was President and
Chief Executive Officer of PSINet Canada. From 1997 to 1999, Mr. Blaisdell
served as Vice President of Global Marketing for Iridium LLC, based in
Washington, D.C. Mr. Blaisdell was Executive Director for USWEST International
from 1992 to 1997, responsible for implementing joint ventures throughout
Europe. Prior to 1992, Mr. Blaisdell served USWEST in various senior level
operation and marketing capacities.
George M. Middlemas, Director, is a general partner of APEX Management,
L.P., which is the General Partner of the venture capital funds Apex Investment
Fund II, L.P. and Apex Investment Fund Limited Partnership. Mr. Middlemas has
held this position since January 1992. From March 1991 to December 1991, Mr.
Middlemas acted as an independent consultant providing fund raising and other
advisory services. From 1985 until March 1991, Mr. Middlemas was a senior Vice
President and Principal of Inco Venture Capital Management, a venture capital
firm. He also serves on the Board of Directors of PureCycle Corporation,
Security Dynamics Technologies, Inc., Tut Systems, Online Resources &
Communications and several privately held companies.
William Salatich, Director, was President of Gillette North America and
Vice Chairman of the Gillette Company from 1970 to 1979, and was associated with
Gillette for 33 years. Mr. Salatich is currently retired. He has served on the
Board of Directors of the Gillette Co., Motorola, Eastern Enterprises, New
England Merchants Bank of Boston, Digivision Corporation, Forsythe-McArthur and
e.spire Communications. Mr. Salatich is a member of the America Society of
Corporate Executives. Mr. Salatich was the recipient of the Citation of Merit
from the National Conference of Christians and Jews and is a Horatio Alger
awardee.
Robert T. Isham, Jr., Director, is a Managing Director of the Thurston
Group, a private merchant bank in Chicago, a position he has held since 1997.
From 1993 to 1996, Mr. Isham ran his own commercial law practice, concentrating
on bankruptcy, workout, debtor-creditor relations and futures, commodities and
securities law. Previously, he was a partner at McDermott, Will & Emery in
Chicago. Mr. Isham is a Director of Avery Communications, Inc.
Jack N. Woodruff, Chief Financial Officer, joined Qorus in March 1999.
Prior to joining Qorus, Mr. Woodruff was a founder and Chief Financial Officer
of National Data Cabling, Inc., a national provider of data cabling services for
high-speed network infrastructures, from January 1998 to March 1999. From March
1992 to December 1997, Mr. Woodruff served as Corporate Controller and then
Treasurer for Kinko's, Inc., an international chain of 1000 copy stores. Prior
to Kinko's, Mr. Woodruff served four years at Print
<PAGE> 4
Technology, from 1988 to 1992, first as Director of Strategic Planning, then as
Director of Finance and Director of Field Operations. From 1985 to 1988, Mr.
Woodruff served as Vice President Finance at Motivational Media, a production
company specializing in media events for education and business. Mr. Woodruff
began his career at UCLA Center for the Health Sciences from 1980 to 1985 as
Senior Administrative Analyst and then as Assistant Director.
Qorus is controlled by Thurston Group, its affiliates and Patrick J.
Haynes, the founders of Qorus Delaware. Thurston Group, Inc. is a privately
owned merchant banking firm located in Chicago, Illinois. Thurston Group,
directly and indirectly through its various affiliates and investment limited
partnerships, beneficially owns approximately 25% of our common stock.
Thurston Group is controlled by Patrick J. Haynes, III, our Senior Chairman
and the Chairman of the Executive Committee of our board, and Russell T. Stern,
Jr., who does not participate in our management. Mr. Haynes actively
participates in our management. Our board has granted Mr. Haynes broad authority
to manage our day-to-day affairs. Mr. Haynes, however, does not have an
employment contract with us and does not receive any cash compensation for
providing his services to us.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
that Qorus' directors, executive officers and persons who own more than 10% of
the outstanding common stock of Qorus file initial reports of ownership and
reports of changes in ownership in such common stock with the Securities and
Exchange Commission (the "SEC"). Officers, directors and stockholders who own
more than 10% of the outstanding common stock of Qorus are required by the SEC
to furnish Qorus with copies of all Section 16(a) reports they file. To the
knowledge of Qorus, based solely on the review of the copies of such reports
furnished to Qorus and written representations that no other reports were
required during the year ended December 31, 1999 all officers, directors, and
10% stockholders complied with all applicable Section 16(a) filing requirements.
ITEM 10. EXECUTIVE COMPENSATION.
Qorus has terminated the employment of Messrs. Sohn and Burton. Mr. Sohn
will continue to be paid his base salary through May 2000 in accordance with his
employment agreement.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL LONG TERM COMPENSATION
NAME AND COMPENSATION SECURITIES UNDERLYING
PRINCIPAL POSITION YEAR SALARY OPTIONS
- ----------------------- ---- ------------ --------------------
<S> <C> <C> <C>
Michael D. Sohn (1)
Chief Executive Officer 1999 $164,167 500,000
Richard E. Burton (2)
President 1999 $123,125 300,000
</TABLE>
- -------------
(1) Mr. Sohn's employment with Qorus will terminate on May 31, 2000, after
which time Mr. Sohn will forfeit his rights with respect to the unvested
66,668 shares under these options.
(2) Mr. Burton's employment with Qorus was terminated effective as of March 1,
2000, at which time Mr. Burton forfeited his rights with respect to the
unvested 250,000 shares under these options.
<PAGE> 5
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES PERCENT OF TOTAL
UNDERLYING OPTIONS GRANTED EXERCISE
OPTIONS/SARS TO EMPLOYEES PRICE EXPIRATION
NAME GRANTED IN FISCAL YEAR ($/SHARE) DATE
- ----------- --------------- -------------------- ----------- ----------
<S> <C> <C> <C> <C>
Michael D. Sohn (1) 500,000 33.22% $1.00 May 23, 2004
Richard E. Burton (2) 300,000 19.93% $1.00 May 23, 2004
</TABLE>
- ------------------------
(1) Mr. Sohn's employment with Qorus will terminate on May 31, 2000, after
which time Mr. Sohn will forfeit his rights with respect to the unvested
66,668 shares under these options.
(2) Mr. Burton's employment with Qorus was terminated effective as of March 1,
2000, at which time Mr. Burton forfeited his rights with respect to the
unvested 250,000 shares under these options.
Executive Employment Agreements
Effective as of March 1, 2000, Mr. Sohn resigned all positions he held with
Qorus. We have, however, agreed to honor his employment agreement through May
31, 2000, which is the end of its original term. Following is a description of
the employment agreement with Mr. Sohn. The term expires on May 31, 2000. The
agreement provides for a salary of $25,000 per month plus 400,000 options
immediately exercisable at $1.00 per share. In addition, Mr. Sohn was granted an
additional 100,000 options exercisable at $1.00 per share, which vest in equal
installments over a three-year period. As a result of Mr. Sohn's resignation, he
forfeited the rights to acquire 66,668 shares under this option. The agreement
may be terminated by Qorus for good cause. Good cause means:
o death or disability of Mr. Sohn (unless Mr. Sohn remains able to
perform his essential job duties, with or without reasonable
accommodations)
o the commission by Mr. Sohn of any unlawful act in connection with his
employment
o the commission by Mr. Sohn of a felony or other act of moral turpitude
during his employment (regardless of whether it is related to the
performance of his job duties)
o the voluntary abandonment by Mr. Sohn of his position
o the willful refusal by Mr. Sohn to perform his job responsibilities
If the agreement is terminated by Qorus during the one-year term for
reasons other than good cause, Mr. Sohn is entitled to continue to receive his
base salary on regular payroll dates for the remainder of the term as if he
continued to be employed under the terms of the agreement. The agreement
automatically terminates at the end of the one-year term. Mr. Sohn may resign
voluntarily at any time but he must give at least ninety (90) days advance
notice of his resignation.
For one year following the termination of Mr. Sohn's employment, he has
agreed not to solicit business from any client of Qorus or to induce or attempt
to induce any employee of Qorus or any of its affiliates or subsidiaries to
leave its or their employ or in any way interfere with the relationship between
Qorus, its affiliates and subsidiaries and employees thereof.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
We have set forth in the following table certain information regarding our
common stock beneficially owned on March 27, 2000 for (i) each shareholder we
know to be the beneficial owner of 5% or more of our outstanding common stock,
(ii) each of our executive officers and directors, and (iii) all executive
officers and directors as a group. In general, a person is deemed to be a
"beneficial owner" of a security if that person has or shares the power to vote
or direct the voting of such security, or the power to dispose or to direct the
disposition of such security. A person is also deemed to be a beneficial owner
of any securities of which the person has the right to acquire beneficial
ownership within 60 days. At March 27, 2000, 12,874,407 shares of our common
stock were outstanding.
<PAGE> 6
<TABLE>
<CAPTION>
NAME AND ADDRESS OF Amount of Beneficial
BENEFICIAL OWNER Ownership Percent of Class(1)
- ---------------------------------- --------------------------- ---------------------
<S> <C> <C>
Thurston Interests LLC 3,570,987(2) 27.74%
190 South LaSalle Street
Suite 1710
Chicago, IL 60603
Apex Investment Fund III 2,345,097 18.22%
233 S. Wacker Dr.
Suite 9500
Chicago, IL 60606
Thomson Kernaghan & Co., Ltd. 1,420,000 11.03%
365 Bay Street
Toronto, ON
M5H2V2 Canada
Spear Leeds & Kellogg 869,019 6.75%
120 Broadway
New York, NY 10271
Patrick J. Haynes, III 3,689,620(3) 28.44%
190 South LaSalle St
Suite 1710
Chicago, IL 60603
James W. Blaisdell 339,250(4) 2.57%
11350 Random Hills Road
Suite 650
Fairfax, Virginia 22030
Jack N. Woodruff 108,333(5) *
9800 South Sepulveda Blvd
Los Angeles, CA 90045
George M. Middlemas 2,606,699(6) 20.09%
233 S. Wacker Dr., Suite 9500
Chicago, IL 60603
William G. Salatich 158,259(7) 1.22%
77 Brandon Road
Northfield, IL 60093
Robert T. Isham, Jr. 579,845(8) 4.47%
190 South LaSalle St, Suite 1710
Chicago, IL 60603
All Executive Officers and Directors 7,035,034(9) 51.27%
as a group
</TABLE>
- --------------
(1) An asterisk in this column means the person beneficially owns less than one
percent (1%) of the class.
(2) Includes 89,682 shares held of record by Thurston Capital, LLC, 247,037
shares held of record by Thurston Group, Inc., 105,253 shares held of
record by Thurston Offshore Bridge Partners II, Ltd. and 5,000 shares held
of record by Southern European Communications Corp.
(3) Includes 3,124,015 shares held of record by Thurston Interests, LLC, 18,633
shares held of record by Haynes Interests, LLC, 89,682 shares held of
record by Thurston Capital, LLC, 247,037 shares held of record by Thurston
Group, Inc., 105,253 shares held of record by Thurston Offshore Bridge
Partners II, Ltd., 5,000 shares held of record by Southern European
Communications Corp. and 100,000 shares issuable upon the exercise of
options within 60 days.
(4) Includes 339,250 shares issuable upon the exercise of options within 60
days.
(5) Includes 108,333 shares issuable upon the exercise of options within 60
days.
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(6) Includes 2,345,097 shares held of record by Apex Investment Fund III,
155,331 shares held of record by Apex Strategic Partners and 100,000 shares
issuable upon the exercise of options within 60 days.
(7) Includes 100,000 shares issuable upon the exercise of options within 60
days.
(8) Includes 89,682 shares held of record by Thurston Capital, LLC, 247,037
shares held of record by Thurston Group, Inc., 105,253 shares held of
record by Thurston Offshore Bridge Partners II, Ltd., 5,000 shares held of
record by Southern European Communications Corp., 32,873 shares held of
record by Robert T. Isham, Jr. Trust and 100,000 shares issuable upon the
exercise of options within 60 days.
(9) Includes 847,583 shares issuable upon the exercise of options within 60
days.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
On July 15, 1999, Qorus acquired certain assets of NetDox, Inc., including
the NetDox brand name, equipment, and customer lists. Thurston Group, Inc. and
its affiliates co-founded NetDox with Deloitte & Touche L.L.C. in 1997 with an
initial aggregate capital investment of approximately $35 million. In early
1999, Thurston Group acquired Deloitte & Touche's interest in NetDox. In
consideration of the transfer of the assets to us by NetDox, we assumed certain
liabilities of NetDox and forgave $2,100,000 of indebtedness owed to us by
NetDox. On December 31, 1999, the transaction was rescinded pursuant to a
Rescission Agreement. All of the assets (except equipment valued at $350,000)
were conveyed back to NetDox and NetDox assumed all of the liabilities that had
been assumed by us. The balance due us under the note as of December 31, 1999
was $1,488,987. As part of the rescission, Messrs. Haynes and Stern agreed to
personally guarantee approximately $2.5 million in loans to a commercial bank on
behalf of NetDox. We also entered into a Commission Agreement with NetDox to
compensate NetDox for its efforts in securing the contract with Moore Business
Communications Services. Under the Commission Agreement, NetDox will be entitled
to a commission in the amount of 20% of all gross revenues (excluding
development fees or other non-recurring revenues) received by us under the
Master Agreement with Moore Business Communications Services. To date, no
commissions have been paid to NetDox pursuant to the Commission Agreement.
During the nine months ended September 30, 1999, we have compensated
Thurston Group, Inc. for professional services in the amount of $255,000, which
related to the acquisition of funding and certain other investment activity. We
entered into a consulting agreement dated March 1, 1999 with Thurston Group,
Inc. Qorus engaged Thurston Group until March 31, 2002 as an independent
contractor to advise Qorus on and with respect to obtaining financing of any
type and to advise us and act as our agent in connection with any business
combination, merger, acquisition or sale. Thurston Group agreed to provide the
following services to us:
o Distribute an informational memorandum outlining our business plans
and expectations and/or contemplating specific transactions for
business combinations;
o Identify potential sources of capital;
o Provide sale, merger and acquisition financial analysis;
o Advise on structure of any potential transaction;
o Assist with negotiations; and
o Assist with due diligence.
Thurston Group will earn a fee in the amount of 8% of the amount of any
financing raised by us during the term of this agreement, or 8% of the value to
us of any business combination transaction such as a merger, acquisition or
sale. The consulting agreement may be terminated by the written consent of both
parties, upon the consummation of an offering by us of securities registered
under the Securities Act of 1933, by Qorus upon Thurston Group's breach of the
consulting agreement which is not cured within 30 days of notice of such breach,
or by Thurston Group in the event of Qorus' failure to make any payments due
under the consulting agreement within 10 days of notice or upon Qorus' breach of
the consulting agreement which is not cured within 30 days of notice of such
breach. In addition, a non-defaulting party may terminate the consulting
agreement upon 30 days prior written notice to the defaulting party. For
purposes of the consulting agreement, the bankruptcy or reorganization of a
party, the appointment of a receiver with respect to a party or its assets or
any similar action is a default.
On November 1, 1999, we executed and delivered a promissory note in the
original principal amount of $100,000 to Thomson Kernaghan & Co., Ltd. The note
bears interest at 10% per annum and is due on or before April 30, 2000 or the
occurrence of the next equity or quasi-equity financing of Qorus. The note is
convertible, at the election of the holder, into shares of our common stock at
$3.00 per share. In connection with the note, we also sold Thomson Kernaghan
20,000 shares of our common stock for $.01 per share.
<PAGE> 8
We have agreed to assume the responsibilities of Southern European
Communications Corp. under a lease and service agreement dated December 23,
1999. The lease covers office space located at 11350 Random Hills Road, Fairfax,
Virginia. Monthly rental is $5,302 plus $1,170 in furniture rental fees, phone
charges and fees for business support services. The term of the lease begins on
January 3, 2000 and expires June 30, 2000. Thurston Group, Inc. and its
affiliates own a majority of the outstanding capital stock of Southern European
Communications Corp. Messrs. Haynes and Salatich, directors of Qorus, are also
directors of Southern European Communications Corp. Our board of directors has
determined that the assumption of the lease and the release of Southern European
Communications Corp. from its obligations under the lease is fair to Qorus.
Patrick J. Haynes, III and Robert T. Isham, Jr., directors of Qorus, are
affiliated with Thurston Group, Inc. and its affiliates.
Mr. Haynes and Thurston Group, Inc. and their respective affiliates are the
founders of Qorus Delaware. None of Mr. Haynes, Thurston Group or any of their
respective affiliates has received anything of value other than fees Thurston
Group has earned under the consulting agreement described above. No assets were
acquired by us from Mr. Haynes, Thurston Group or any of their respective
affiliates other than the assets acquired from NetDox.
<PAGE> 9
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunder
duly authorized in the City of Fairfax, Virginia, on the 24th day of April,
2000.
QORUS.COM, INC.
By: /s/ James W. Blaisdell
-------------------------------------
James W. Blaisdell
Executive Chairman and Chief
Executive Officer
