<PAGE>
U.S. 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 June 30, 2000
[ ] 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: 000-27693
PCSupport.com, Inc.
(Exact name of small business issuer as specified in its charter)
Nevada 98-0211769
(State or other jurisdiction of I.R.S. Employer
incorporation or organization) Identification No.)
3605 Gilmore Way, 3rd Floor V5G 4X5
Burnaby, British Columbia, Canada (Zip Code)
(Address of principal executive offices)
Issuer's Telephone Number: (604)419-4490
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
Check 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 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 in this form, and will not be contained, to the best of the
issuer'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: $29,482
The aggregate market value of the common stock held by non-affiliates of the
registrant as of June 30, 2000 was approximately $16,355,323, based upon the
closing sale price of $1.938 as reported by the Nasdaq Over-the-Counter Bulletin
Board on such date.
There were 10,477,662 shares of the Company's common stock outstanding on June
30, 2000.
Transitional Small Business Disclosure Format (check one): YES [ ] NO [X]
<PAGE>
PART I
ITEM 1. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.
The following chart sets forth biographical information concerning the current
directors of the Company.
<TABLE>
<CAPTION>
Principal Occupation for the
Current Positions Past Five Years and
Name Age with Company Certain Other Directorships
------------------------- ------- ----------------- ----------------------------
<S> <C> <C> <C>
Michael G. McLean 39 Chairman of the Board, From June 1999 to present, President and Chief
President and Chief Executive Executive Officer and a director of the
Officer Company; from 1997 to June 1999, President and
Director of Reconnaissance Technologies, Inc.
("RTI"), a predecessor company to the Company;
from March 1997 to June 1997, Product
Development Manager of Riptide Technologies, a
software development company; from May 1996 to
December 1996, General Manager of a business
unit at Simba Technologies, a software
development and marketing company; and from
1993 to 1996, Software Development Manager at
HealthVISION Corporation, a software company.
Steven W. Macbeth 31 Chief Technology Officer, From June 1999 to present, Chief Technology
Secretary/Treasurer and Director Officer, Secretary/Treasurer and a director of
the Company; from 1997 to June 1999, Chief
Executive Officer of RTI; from 1996 to 1997,
Cofounder and Director, Product Development of
Riptide Technologies; and from 1995 to 1996,
Technical Project Manager at MPR Teltech.
</TABLE>
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<PAGE>
<TABLE>
<S> <C> <C> <C>
Bruce S. Nelson 48 Director A director of the Company since June 2000;
from 1999 to present, an independent
consultant; from 1998 to 1999, Vice Chairman
and a member of the Management Committee of
Young & Rubicam Inc., a global marketing and
communications company; and from 1994 to 1998,
Executive Vice President, Director of
Worldwide Accounts and Director of Strategy
for Worldwide Accounts at McCann-Erickson
Worldwide, a global marketing company. Mr.
Nelson is also a director of Official Payments
Corporation, iTurf Inc. and Euro American
Capital Partners.
W. Benjamin Catalano 36 Director From June 1999 to present, a director of the
Company; from 1999 to present, Vice President
of Corporate Affairs and Director of
Themescapes, Inc., a technology company; and
from 1986 to present, personal business owner
and participant in investment brokerage and
real estate industries.
</TABLE>
The following chart sets forth information concerning the executive
officers of the Company and other significant employees of the Company who are
not also directors of the Company.
<TABLE>
<CAPTION>
Current Positions Principal Occupation for the
Name Age with Company Past Five Years
------------------------- ------- ----------------- ---------------
<S> <C> <C> <C>
David W. Rowat 45 Vice President and From June 1999 to present, Vice
Chief Financial Officer President, Finance and Chief
Financial Officer of the Company;
from April 1999 to June 1999, Vice
President, Finance and Business
Development of RTI; and from 1995 to
1999, founder and President of
Strategic Catalysts Inc.
Bruce McDonald 33 Vice President, Operations From December 1999 to present, Vice
President, Operations of the
Company; from 1996 to 1999, Director
of Customer and Technical Services
for Seanix Technology Inc
("Seanix"); and from 1995 to 1996,
National Sales Manager for Seanix.
</TABLE>
Section 16(A) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, as well as persons who own more than 10% of
the Company's Common Stock, to file with the Commission initial reports of
beneficial ownership and reports of changes in beneficial ownership of the
Common Stock. Directors, executive officers and greater-than-10% stockholders
are required by the Commission's regulations to furnish the Company with copies
of all Section 16(a) forms they file.
Based solely upon a review of these forms, the Company believes that all of
the officers, directors and persons who own more than 10% of the Company's
Common Stock have fully and timely reported to the Commission all of the
information required by Section 16(a) for the fiscal year ended June 30, 2000,
except as follows:
Michael G. McLean was required to file a Form 4 to report his sale of
shares in March 2000. Mr. McLean did not file a Form 4 reporting this
transaction, which will be reported by Mr. McLean on a Form 5.
W. Benjamin Catalano filed a Form 4 to report his sale of shares in March
2000; however the form was filed after it was due.
Bruce Nelson did not file a Form 3 upon his becoming a director, which is
reported by Mr. Nelson on a Form 5.
Messrs. McLean, Macbeth, Catalano, Nelson and Rowat have filed or will file
Form 5's to report grants of stock options made to them, although these Form 5's
were or will be filed after their due dates.
ITEM 2. EXECUTIVE COMPENSATION.
Summary Compensation Table
The following table sets forth the compensation which we paid to Michael G.
McLean, our Chief Executive Officer (the "named executive officer"), for the
fiscal years ended June 30, 1998, 1999 and 2000. No other officer of the
Company received a combined salary and bonus in excess of $100,000 during the
last fiscal year. As we completed the merger with RTI on June 23, 1999, the
information provided in the table includes information for our predecessor, RTI,
for the period December 10, 1997 to June 23, 1999.
<TABLE>
<CAPTION>
Annual Long-Term All Other
Compensation Compensation Compensation
------------------------------------------------------------------------------------------------------------------
Securities
Name & Principal Underlying
Position Fiscal Year(1) Salary Bonus Options
------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Michael G. McLean 2000 $77,324(2) $23,456 50,000 $ -0-
CEO & President
------------------------------------------------------------------------------------------
1999 $45,565(2) $ -0- 0 $151,274(3)
------------------------------------------------------------------------------------------
1998 $26,176(2) $ -0- 0 $ 29,388(4)
------------------------------------------------------------------------------------------
</TABLE>
(1) For the twelve months ended June 30, 2000 ("fiscal 2000"), the twelve
months ended June 30, 1999 ("fiscal 1999") and the period from December 10,
1997 to June 30, 1998 ("fiscal 1998").
(2) Includes fees paid to ST Technologies Inc., a company of which Mr. McLean
is the sole owner, amounting to $11,122 for fiscal 2000, $2,926 for fiscal
1999 and $10,788 for fiscal 1998. Also includes Mr. McLean's share of
consulting fees paid by the Company to Dromond, of which Mr. McLean owns
50%, amounting to $35,516 for fiscal 2000, $42,639 for fiscal 1999 and
$15,388 for fiscal 1998.
(3) Includes the difference between the price paid by Mr. McLean in April, 1999
for shares of common stock of PCsupport.com, Inc. ("PCS"), the company
which merged with RTI to form our Company and the then market price of
these shares. See "Item 12. Certain Relationships and
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<PAGE>
Related Transactions." Also includes $26,962 in common stock, representing
Mr. McLean's 50% share of 63,440 shares of common stock in RTI issued on
January 6, 1999 for services rendered to RTI (as adjusted to reflect the
one-for-five exchange ratio in the merger with PCS).
(4) Represents Mr. McLean's share of the difference between the price paid by
Dromond in January 1998 for 489,800 shares of common stock of RTI and the
then market price.
Compensation of Directors
We grant non-employee directors options to purchase 30,000 shares of Stock
upon their initial election to the Board of Directors. The exercise price of
these options is the market value of the Common Stock at the time the option is
granted, and the options vest on a monthly basis over three years. Directors
who are also officers of the Company receive no additional compensation for
their services as directors. Except for the option grants to non-employee
directors, none of our directors received any compensation for their services as
directors during the last fiscal year. We compensate one of our directors for
his services as a consultant. See "Item 12. Certain Relationships and Related
Transactions - Consulting Agreement with Director."
1999 Stock Option Plan
We adopted a stock option plan in July 1999 (the "1999 Plan"). The 1999
Plan authorizes the grant of stock options to our directors, officers,
consultants and employees. Under the terms of the Plan, at no time may the
number of shares subject to options result in:
(a) the number of shares reserved for issuance pursuant to stock options
granted to insiders exceeding 15% of our issued and outstanding shares of
Common Stock;
(b) the issuance to insiders, within a one-year period, of a number of shares
exceeding 15% of our issued and outstanding shares of Common Stock; or
(c) the issuance to any one individual, within a one-year period, of a number
of shares exceeding 5% of our issued and outstanding shares of Common
Stock.
The following table sets forth the grants of stock options to the named
executive officer during our fiscal year ended June 30, 2000:
<TABLE>
<CAPTION>
Name Number of Securities % of Total Options/SARS Exercise or Expiration Date
Underlying Options/SARs Granted to Employees in Base Price
Granted Fiscal Year
-----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Michael G. McLean 50,000 3.8% $1.00 July 2, 2004
-----------------------------------------------------------------------------------------------------------------
</TABLE>
The following table sets forth information concerning the value of unexercised
stock options held by the named executive officer as of June 30, 2000:
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Shares Underlying Unexercised In-the-Money Options at
Acquired on Value Options at Fiscal Year-End Fiscal Year End
Name Exercise Realized Exercisable/Unexercisable Exercisable/Unexercisable
-----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Michael G. McLean 0 0 16,666/33,334 $16,666/$33,334
-----------------------------------------------------------------------------------------------------------------------
</TABLE>
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<PAGE>
Employment Agreements
We have entered into an employment agreement with Michael G. McLean, our
Chief Executive Officer, that commenced in March 2000. Under this agreement,
Mr. McLean received an initial monthly salary of (Cdn.) $8,300 which increased
to (Cdn.) $12,500 in April 2000. An annual cash bonus equal to up to 75% of the
annual salary will be paid, based upon achieving performance standards that are
agreed to by Mr. McLean and the Company. Either Mr. McLean or the Company may
terminate the agreement at any time. If the Company terminates Mr. McLean's
employment agreement without cause, the Company is required to pay him severance
equal to a total of nine months salary plus one month for each year or partial
year of his employment with the Company.
ITEM 3. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth certain information regarding the beneficial
ownership of our Common Stock as of October 17, 2000 by (i) each person who is
known by us to own more than 5% of the outstanding Common Stock; (ii) each of
our directors; (iii) each of our named executive officers; and (iv) all of our
current executive officers and directors as a group.
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<PAGE>
<TABLE>
<CAPTION>
Approximate Percent of
Amount and Nature of Ownership of
Name and Address/1/ Beneficial Ownership Common Stock/2/
<S> <C> <C>
Advanced Financial Services, Inc./3/ 576,029 5.3%
The Dromond Technologies Group, Inc./4/ 553,440 5.1%
CGTF, LLC/5/ 590,000/6/ 5.3%
Richard and Laurie Kraniak/7/ 600,000/8/ 5.2%
M&J Investment Trust/9/ 600,000/10/ 5.2%
Michael G. McLean 660,220/11/ 6.0%
Steven W. Macbeth 686,195/12/ 6.2%
W. Benjamin Catalano 70,454/13/ 0.6%
Bruce S. Nelson 5,000/14/ 0%
ICE Holdings 595,000/15/ 5.1%
All executive officers and directors as a 1,749,394 15.6%
group/16/
</TABLE>
/1/ Unless otherwise indicated, the address of each person is c/o the Company at
3605 Gilmore Way, 3rd Floor, Burnaby, British Columbia, Canada V5G 4X5.
/2/ Includes 10,944,662 shares of Common Stock issued and outstanding plus the
number of shares of Common Stock issuable pursuant to warrants and options
that are currently exercisable, or exercisable by the beneficial owner
listed in this table within 60 days.
/3/ Advanced Financial Services Inc. is located at P.O. Box 3340 Road Town,
Tortola, British Virgin Islands.
/4/ The Dromond Technologies Group, Inc. is located at Suite 305, 2692
Clearbrook Road, Abbotsford, British Columbia, Canada V2T 2Y8.
/5/ CGTF, LLC is located at 200 North Westlake Blvd., Suite 205, Westlake
Village, California 91362.
/6/ Includes 240,000 shares issuable upon exercise of currently exercisable
warrants.
/7/ The address of Mr. and Mrs. Kraniak is 3260 Wellington Court, West
Bloomfield, Michigan 48324.
/8/ Consists of shares issuable upon exercise of currently exercisable warrants.
/9/ The address of M&J Investment Trust is 14 Woodbridge Road, Hingham,
Massachusetts 02403.
/10/Consists of shares issuable upon exercise of currently exercisable warrants.
/11/Includes half of the 553,440 shares owned by Dromond, as to which Messrs.
McLean and Macbeth have shared voting and investment power. Also includes
35,000 shares issuable pursuant to options that are currently exercisable,
or exercisable within 60 days.
/12/Includes half of the 553,440 shares owned by Dromond, as to which Messrs.
McLean and Macbeth have shared voting and investment power. Also includes
54,475 shares issuable pursuant to options that are currently exercisable,
or exercisable within 60 days.
/13/Includes 15,000 shares issuable pursuant to options that are currently
exercisable, or exercisable within 60 days.
/14/Includes 5,000 shares issuable pursuant to options that are currently
exercisable, or exercisable within 60 days.
/15/Includes 250,000 shares issuable upon exercise of currently exercisable
warrants.
/16/Includes 237,000 shares issuable pursuant to options are currently
exercisable, or exercisable within 60 days. Also includes the 553,440 shares
owned by Dromond, as to which Messrs. McLean and Macbeth have shared voting
and investment power.
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<PAGE>
ITEM 4. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Private Placement of Common Shares
The following current and former directors and officers of the Company
participated in a private placement of common stock of PCS completed in April
1999 at a price of $0.01 per share as set forth below. This private placement
was conducted before the completion of the merger of PCS and RTI (with issuance
of the securities in this offering being subject to completion of the merger),
at a time when the foregoing directors and officers were not directors and
officers of PCS, but were directors and officers of RTI. A total of 3,222,255
shares were sold in the private placement. 1,500,000 of these shares were sold
to directors and officers of RTI at a price of $0.01 per share, as detailed in
the chart below. An additional 593,000 shares were sold at a price of $0.01 per
share, 399,000 shares were sold at a price of $0.50 per share, and the remaining
730,255 shares were sold at a price of $1.00 per share to persons who were not
affiliated with PCS or RTI.
<TABLE>
<CAPTION>
Number of PCS
Name of Director or Officer Shares Acquired
----------------------------------------------------------------------------------------------
<S> <C>
Michael G. McLean 362,500
----------------------------------------------------------------------------------------------
Steven W. Macbeth 362,500
----------------------------------------------------------------------------------------------
Alan Ackerman1 275,000
----------------------------------------------------------------------------------------------
David W. Rowat 200,000
----------------------------------------------------------------------------------------------
Gary Yurkovich2 300,000
----------------------------------------------------------------------------------------------
Total 1,500,000
----------------------------------------------------------------------------------------------
</TABLE>
(1) Mr. Ackerman resigned as a director on June 23, 1999
(2) Mr. Yurkovich's employment with us ended on June 28, 1999, and we
repurchased 285,000 of these shares for $0.01 per share.
Stock Pooling and Escrow Agreement
Pursuant to a Stock Pooling and Escrow Agreement, dated July 31, 1999
("Pooling Agreement"), and amended on March 6, 2000, Messrs. McLean, Macbeth,
Rowat, Rowlands and Ackerman and Dromond and Advanced have agreed to pool an
aggregate of 2,179,429 shares of Common Stock and options and warrants to
purchase 266,666 shares of Common Stock. These securities may not be sold or
transferred until they are released from the pool. If Messrs. McLean, Macbeth
or Rowat cease to participate on a full-time basis in our business, we have the
option to repurchase certain of their shares at a price of $0.01 per share.
This right of repurchase lapses as to a certain number of shares each month
depending upon the individual, and lapses completely on January 1, 2002.
The shares, options and warrants will be released from the pool in
accordance with the following schedule:
<TABLE>
<CAPTION>
March 6, 2000 May 25, 2000 November 25, 2000 May 25, 2001
-------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Shares 100,000 500,000 850,000 729,429
-------------------------------------------------------------------------------------------------------------------------
Options 0 133,334 66,666 66,666
-------------------------------------------------------------------------------------------------------------------------
</TABLE>
Consulting Agreement with Director
We have engaged one of our directors, Bruce Nelson, to perform certain
consulting services for us. Under the terms of this Agreement, we have paid
Bruce Nelson $50,000 for the fiscal year ending June 30, 2000, and will pay Mr.
Nelson $50,000 for each of the fiscal years ending in 2001 and 2002.
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<PAGE>
Transactions with ICE Holdings
In March 2000, the Company entered into an agreement with ICE Holdings
pursuant to which ICE agreed to provide certain investment banking services to
the Company. In connection with this agreement, the Company reimbursed ICE
Holdings for $40,000 of its legal and certain other out-of-pocket expenses and
paid ICE Holdings a commission equal to 7.5% of the proceeds received by the
Company from a private placement of 600,000 shares of Common Stock arranged by
ICE Holdings at $2.125 per share. (ICE Holdings and its affiliates purchased
345,000 of the shares in the foregoing private placement.) The Company's
agreement with ICE Holdings further provides for the issuance of two-year
warrants to ICE Holdings to purchase up to 1,000,000 shares of Common Stock upon
the achievement of certain specified financing milestones. In May 2000, the
Company agreed to accelerate the issuance of a portion of these warrants, which
were issued to an affiliate of ICE Holdings as follows:
(a) warrants to purchase 125,000 shares at $4.50 per share;
(b) warrants to purchase 62,500 shares at $3.38 per share; and
(c) warrants to purchase 62,500 shares at $2.25 per share.
The Company also agreed to pay ICE Holdings a commission equal to 7.5% of the
offering proceeds in connection with a subsequent private placement in which
$2,025,000 of securities have been sold to date. In addition, pursuant to this
private placement, an additional 250,000 warrants will be issued to ICE Holdings
at an exercise price to be determined.
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<PAGE>
PCSUPPORT.COM, INC.
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Form 10-KSB/A to be signed on its
behalf by the undersigned, hereunto duly authorized.
PCSUPPORT.COM, INC.
(Registrant)
Date: October 30, 2000 By /s/ Michael G. McLean
------------------------------
Chairman of the Board,
President and Chief
Executive Officer
Pursuant to the requirements of the Securities and Exchange Act of
1934, this Form 10-KSB/A has been signed below on this 30th day of October, 2000
by the following persons on behalf of the Registrant and in the capacities
indicated.
<TABLE>
<CAPTION>
Signature Title Date
-------------------------------------- ----------------------------------- ---------------------
<S> <C> <C>
/s/ Michael G. McLean Chairman of the Board, President October 30, 2000
-------------------------------------- and Chief Executive Officer
Michael G. McLean
/s/ Steven W. Macbeth Director October 30, 2000
--------------------------------------
Steven W. Macbeth
/s/ W. Benjamin Catalano Director October 30, 2000
--------------------------------------
W. Benjamin Catalano
/s/ Bruce S. Nelson Director October 30, 2000
--------------------------------------
Bruce S. Nelson
/s/ David W. Rowat Vice President and Chief Financial October 30, 2000
-------------------------------------- Officer, (Principal Accounting
David W. Rowat Officer)
</TABLE>
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