<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED] For the fiscal year ended June 30, 1995
OR
[ ] TRANSITION 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 0-16730
ALL-COMM MEDIA CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 88-0085608
- ---------------------------------------- ------------------------------------
(State or other jurisdiction (I.R.S. Employer Identification No.]
of incorporation or organization)
400 Corporate Pointe, Suite 780
Los Angeles, California 90230
- ---------------------------------------- ---------------
(Address of principal executive offices] (Zip Code)
Registrant's telephone number, including area code: (310) 342-2800
----------------
Securities registered pursuant to Section 12(b) of the Act: None
----------------
Securities registered pursuant to Section 12(g) of the Act: None
----------------
Common Stock, par value $.01 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.
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 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. [X]
As of October 10, 1995, the aggregate market value of the voting stock held by
non-affiliates of the Registrant was approximately $7,992,000.
As of October 10, 1995, there were 3,016,293 shares of the Registrant's common
stock outstanding.
<PAGE> 2
PART III
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The Board of Directors is divided into three classes (I, II and III), with one
class being elected every year for a term of three years (subject to All-Comm
Media's By-Laws).
CLASS I DIRECTORS
BARRY PETERS (54), CHAIRMAN OF THE BOARD, CHIEF EXECUTIVE OFFICE AND DIRECTOR.
Mr. Peters has served in this capacity since April 1995, prior to which, since
January 1994, he was Chairman of the Board and Chief Executive Officer of
Alliance Media Corporation, a private company formed for the purpose of
acquiring Stephen Dunn & Associates, Inc. From December 1992 to July 1993 he
was employed as a financial consultant at Wheat First Securities Corp., a
securities investment firm, and from August 1988 to December 1992, he was
Managing director of Vector Holdings L.P., a private investment company of
which Mr. Peter's was the sole shareholder.
E. WILLIAM SAVAGE (52), PRESIDENT, CHIEF OPERATING OFFICER AND DIRECTOR. Mr.
Savage has served in this capacity since April 1995. Prior to the merger,
since January 1994, he was President and Chief Operating officer of Alliance
Media Corporation. From 1989 to the present, Mr. Savage has served as
President and sole shareholder of Movie Theatre Associates, Inc., the corporate
general partner of Movie Theatre Investors, Ltd., a company which finances
multiplex movie theaters.
CLASS II DIRECTORS
WILLIAM E. CHAIKIN (75), DIRECTOR, since April 1995, has been a general partner
of fund of Feature Films I & II since 1983. The principal business of the
partnership is the acquisition and distribution of feature films to theaters,
television, cable and home video. Mr. Chaikin also served, from 1984 to 1995,
as a director and member of the audit and compensation committees of Caesars
World, Inc.
C. ANTHONY WAINWRIGHT (62), DIRECTOR, since April 1995, has been Chairman and
Chief Executive Officer of the advertising firm Harris Drury Cohen, Inc. since
June 1995. From October 1989 to June 1995 he was a senior executive with
Cordient PLC's Compton Partners, Saatchi & Saatchi. He is presently a director
of Gibson Greetings, Inc., Del Webb Corporation, American Woodmark Corporation
and Specialty Retail Group, Inc.
CLASS III DIRECTOR
H. WILLIAM COOGAN, JR. (41), DIRECTOR , since April 1995. From June 1992 to
June 1995, Mr. Coogan was Managing Director-Head of Corporate Finance of Libra
Investments, Inc., a specialty investment banking firm. Since August 1991, Mr.
Coogan has also served as Chairman, Chief Investment Officer and a director of
Southern Title Insurance Corp. (an insurance company) and Chairman, Chief
Executive Officer and director of Southern Capital Corporation (an investment
and merchant banking firm). From August, 1990 to April, 1991 he was Managing
Director-Head of Corporate Finance for Wheat First Butcher & Singer Capital
Markets, an investment banking firm and, from September 1982 to July 1990 was
Director-Investment Banking at The First Boston Corporation and a Management
Partner of C.S. First Boston, the holding company for The First Boston
Corporation.
<PAGE> 3
OTHER SIGNIFICANT EMPLOYEES
MARTIN S. MCDERMUT (44), VICE PRESIDENT AND CHIEF FINANCIAL OFFICER , since
June 1995. From 1990 to 1993, Mr. McDermut was a partner with Coopers &
Lybrand. Prior to joining the Company, he was Vice President and Chief
Financial Officer for Pet Metro, Inc. from January 1994 to June 1995. Pet
Metro, Inc. filed for voluntary bankruptcy protection in April 1995.
STEPHEN DUNN (45), PRESIDENT, STEPHEN DUNN & ASSOCIATES, INC. Mr. Dunn has
served as President of Stephen Dunn & Associates, Inc. since its founding in
1983.
THOMAS SCHEIR (42), CHIEF FINANCIAL OFFICER, STEPHEN DUNN & ASSOCIATES, INC.
Mr. Scheir has served in this capacity for the last five years.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership on Forms 3, 4 and 5 with the Commission and the NASDAQ National
Market. Officers, directors and greater than ten percent stockholders are
required by the Commission's regulations to furnish the Company with copies of
all Forms 3, 4 and 5 they file.
Based solely on the Company's review of the copies of such forms it
has received and written representations from certain reporting persons that
they were not required to file Form 5 for the fiscal year ended June 30, 1995,
the Company believes that all its officers, directors and greater than ten
percent beneficial owners complied with all filing requirements applicable to
them with respect to transactions during the fiscal year ended June 30, 1995.
<PAGE> 4
ITEM 11 - EXECUTIVE COMPENSATION
The following table sets forth compensation accrued for the Chief Executive
Officer of All-Comm Media and the two most highly paid former executive
officers (the "Named Executives"), for the three fiscal years ended June 30,
1995.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
--------------------------------------- -------------------------
AWARDS PAYOUTS
-------------- -------
Other Annual Stock Option
Name and Fiscal Compensation Awards LTIP All Other
Principal Position (1) Year Salary Bonus(2) (3) (in shares)(4) Payout Compensation
- ---------------------- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Barry Peters (2) 1995 $26,442 - - - - -
Chairman of the Board
and Chief Executive
Officer
Neil Rosenstein (6) 1995 95,000 - - - - -
Former Chairman of 1994 95,000 - - - - -
the Board and Chief 1993 95,000 - - 18,750 - -
Executive Officer
Louis R. Napoliello (7) 1995 90,000 - - - - $118,750(5)
Former President and 1994 135,000 - - - - -
Chief Operating Officer 1993 135,000 - - - - -
of STI
</TABLE>
(1) Reflects the primary capacity served during fiscal 1995.
(2) Reflects information since appointment as executive officer on April
25, 1995.
(3) The Named Executives each received certain prerequisites, the value of
which did not exceed the lessor of $50,000 or 10% of such Named
Executive's annual salary and bonus in the three years ended June 30,
1995.
(4) Represents the number of shares subject to Options granted during the
respective fiscal year.
(5) In connection with the sale of Sports-Tech International,
Mr. Napoliello received a cash payment of $80,000, 5,000 restricted
shares of the Company's common stock valued at $38,750 and warrants
to purchase 2,500 shares of the Company's common stock at $8.00 per
share.
(6) Reflects information from July 1, 1994 to his resignation on April 24,
1995.
(7) Reflects information from July 1, 1994 to the sale of STI on March 9,
1995.
Option Grants: No stock options were granted in the last completed fiscal year
to the Named Executive Officers.
Option Exercises and Fiscal Year-End Values: Shown below is information with
respect to the exercise of stock options to purchase Common Stock of All-Comm
Media during the last fiscal year by each of the Named Executives and the value
of unexercised options held by each of them as of the end of the last fiscal
year.
<PAGE> 5
AGGREGATED OPTION EXERCISES IN 1995 FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Number of Value of Unexercised
Shares Unexercised Options In-the-Money Options
Acquired Value at Fiscal Year End (#) at Fiscal Year End ($)
on Exercise Realized Exercisable/ Exercisable/
Name (#) ($) Unexercisable Unexercisable
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Barry Peters - - - -
Neil Rosenstein - - 24,475/0 $21,875/0
Louis R. Napoliello - - 6,667/0 8,333/0
</TABLE>
Director Compensation: Current Directors who are not salaried employees of the
Company are presently entitled to receive directors' fees of $2,500 per
meeting. Prior Directors who were not also salaried employees of the Company
were entitled to receive an annual fee of $1,000. Members of the Audit and
Compensation Committees receive no fees for their committee services. All
directors receive reimbursement of their out-of-pocket expenses incurred to
attend meetings of the Board of Directors.
For the fiscal year ended June 30, 1995, outside Directors, Messrs. Chaikin,
Coogan and Wainwright, received aggregate fees of $5,000 each.
Employment Agreements: Neil Rosenstein had an employment agreement with the
Company pursuant to which he agreed to serve as Chief Executive Officer of the
Company through June 30, 1995. The agreement, as modified, provided for an
annual salary of $95,000 for fiscal 1994. Effective January 1, 1994, Mr.
Rosenstein deferred receiving his salary for the remainder of that fiscal year.
As of June 30, 1994, $70,000 had been deferred, of which all has subsequently
been paid. Mr. Rosenstein resigned as an officer and director of the Company
on April 24, 1995.
Subject to execution of definitive agreements, on October 16, 1995, the Board
of Directors of the Company authorized the Company to enter into three-year
employment arrangements with Messrs. Peters and Savage. Such agreements will
provide for annual compensation in the amount of $125,000 each, with annual
increases based on the consumer price index, plus an annual bonus for fiscal
1996 of up to $50,000 each, based on the overall qualitative and quantitative
performance (to be determined) of the Company. Also, the agreement will
provide for severance payments of $500,000 each, in the event of a change in
control (to be determined) or termination without cause.
Compensation Committee Interlocks and Insider Participation: The current
Compensation Committee consists of three non-employee directors, Messrs.
Chaikin, Coogan and Wainwright. Prior to the merger with Alliance Media
Corporation, compensation of executive officers of the Company was determined
by the Board of Directors of the Company. No other officer or employee of the
Company, other than Mr. Neil Rosenstein, Former President, Chief Executive
Officer and Director of the Company and Mr. Arnold Rosenstein, who was formerly
an officer of the Company, participated in the deliberation of the Board of
Directors of the Company concerning executive compensation. None of the
executive officers of All-Comm Media serves as a director of another
corporation in a case where an executive officer of such other corporation
serves as a director of All-Comm Media.
<PAGE> 6
Compensation Committee Report on Executive Compensation: The compensation of
the Named Executives, as well as other executive officers of the Company, is
determined by the Compensation Committee of the Board of Directors. The
compensation of such persons consists primarily of salary, bonuses and short-
and long-term incentive plans, whereby the Company has aligned the executive
officers' financial interests with the financial interests of the Stockholders
of the Company.
As determined by the Compensation Committee, an executive officer's total
compensation package is comprised of three components; (1) base salary, (2)
bonuses, and (3) stock options.
In determining the base salary and certain bonus arrangements for the executive
officers, the Compensation Committee considers a number of factors, including
the executive's level of responsibility, achievements, and present and future
value to the Company relative to comparable positions at other companies in the
industry.
In addition to base salary, executive officers may be eligible to receive
annual bonuses, which will be determined based upon the Company's meeting of
specific economic targets, which may be set forth in such officer's employment
agreement, if any, and at the discretion of the Board of Directors. In
determining bonuses within its discretion, the Board, acting upon the
recommendation of the Compensation Committee, will consider the overall
operating performance of the Company during the period, as well as the position
and responsibility of the executive and the executive's service and
contributions to the Company during the year.
In addition to salary and bonus, executives may also be granted stock options
including options under the 1991 Plan. Stock options are intended to assist in
encouraging executive officers as well as other key management employees to
acquire a proprietary interest in the Company through ownership of its Common
Stock. The Company views stock options as yet another method to bring together
the interests of management and stockholders on a long-term basis. Strong
financial performance by the Company over time can be expected to lead to stock
price appreciation, enabling the Company's executives to participate in such
appreciation, should it be realized.
In considering which employees, including executive officers, are to receive
stock option grants, as well as the number of options to be granted, the
Compensation Committee considers the employee's position and responsibility,
the service and accomplishments of such employee, the employee's present and
future value to the Company, as well as the anticipated length of the
employee's future service to the Company. In considering grants of options to
directors, the Compensation Committee considers such person's experience,
professional associations, accomplishments and future value to the Company. No
stock options were issued in fiscal 1995.
Additional information concerning the salary, bonus and stock option grants for
the Company's executive officers can be found in the tables appearing herein.
In fulfilling its responsibilities, the Compensation Committee's goal is to
closely ally the interest of management and the Stockholders. The Compensation
Committee, therefore, believes that the short- and long-term financial
performance of the Company should be a key determinant of overall executive
compensation.
Performance Graph: The graph below provides a comparison of All-Comm Media's
cumulative total stockholder return with the NASDAQ Stock Market, NASDAQ
Computer and Data Processing (Computer Integrated System Design) Index and a
new Peer Group.
<PAGE> 7
The graph assumes the investment of $100 on June 30, 1990 in All-Comm Media
Stock, the NASDAQ Stock Index, NASDAQ Computer and Data Processing (Computer
Integrated Systems Design) and the Peer Group common stock (with the exception
of Dimac, Inc., which began trading in August 1994, and Sitel Corporation,
which began trading in June 1995) and reinvestment of stock and cash dividends.
The returns of each company in the Peer Group have been weighted annually for
their market capitalization at June 30th of each year.
Until the former management of the Company disposed of Sports-Tech
International, Inc. and ceased the operations of High School Gridiron Report in
March, 1995, the Company competed with companies in the computer integrated
systems design industry. Establishments in this industry primarily engage in
developing or modifying computer software and packaging, or bundling, the
software with purchased computer hardware (computers and computer peripheral
equipment) to create and market an integrated system for specific applications.
On April 25, 1995, the Company merged with Alliance Media Corporation and
Stephen Dunn & Associates, Inc. ("SD&A"). Upon consummation of the merger,
members of the board of directors of the Company resigned and a new Board was
appointed. Through SD&A, the Company now operates in one industry segment,
providing telemarketing, telefundraising and direct marketing services for the
arts, educational and other institutional tax-exempt organizations. The
Company's mission is to create a growth-oriented direct marketing and media
services company through acquisition and internal growth. It now competes in
the direct marketing industry. Its peer group consists of Dimac Corporation,
Dimark, Inc., Sitel Corp., Acxiom Corp., Fair-Isaac & Company and LCS
Industries, Inc.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN AMONG
ALL-COMM MEDIA, NASDAQ STOCK MARKET, NASDAQ COMPUTER AND
DATA PROCESSING (COMPUTER INTEGRATED SYSTEM DESIGN)
AND A PEER GROUP
GRAPH
<TABLE>
<CAPTION>
June 30
-------
1990 1991 1992 1993 1994 1995
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
All-Comm Media Value $100 $ 53 $ 94 $200 $ 52 $ 91
NASDAQ Stock Market 100 106 127 160 162 215
NASDAQ Computer and Data
Processing Index 100 106 146 186 186 306
Peer Group 100 89 126 238 349 683
</TABLE>
<PAGE> 8
ITEM 12 - SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth as of September 30, 1995, information concerning
the ownership of shares of Common Stock by (i) each beneficial owner of more
than five percent of the outstanding shares of Common Stock ("Beneficial
Holder"), (ii) each director of All-Comm Media, (iii) each Named Executive, and
(iv) all directors and executive officers of All-Comm Media as a group, and the
percentage ownership of such outstanding Common Stock.
OWNERSHIP OF ALL-COMM MEDIA COMMON STOCK
<TABLE>
<CAPTION>
Name and Address of Beneficial Amount and Nature of
Holder and Name of Named Executive, Beneficial Ownership of Percent
Director or Identity of Group (3) Common Stock of Class
- ------------------------------------------------------------------------------------------------------
<S> <C> <C>
Named Executives:
- -----------------
Barry Peters (1) 210,381 6.98%
E. William Savage (2) 200,588 6.65%
Directors, other than Mr. Peters and Mr. Savage:
- -----------------------------------------------
William E. Chaikin 3,408 *
H. William Coogan, Jr. 3,408 *
C. Anthony Wainwright 3,408 *
All Directors and Executive Officers and Significant
Employees as a group (6 persons) 458,161 15.19%
</TABLE>
* less than 1%
(1) Includes 10,250 shares owned by his daughters, of which Mr. Peters
disclaims beneficial ownership.
(2) Includes 15,627 shares owned by his brother, of which Mr. Savage
disclaims beneficial ownership.
(3) Each person has an address in care of the Company.
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Former Company Counsel: Robert L. McDonald, Sr., a former director of the
Company, is a senior partner of McDonald, Carano, Wilson, McCune, Bergin,
Frankovich & Hicks ("McDonald Carano"), former general counsel to the Company.
The total amount of fees paid by the Company for services rendered by McDonald
Carano for the fiscal year ended June 30, 1995 did not exceed 5% of the firm's
total revenues. Additionally, Mr. A.J. Hicks, a partner in McDonald Carano,
previously served as Assistant Secretary to the Company and to its
subsidiaries.
Investment Banking Services: Marshall S. Geller, a former director of the
Company and former chairman of its Executive Committee was a Senior Managing
Director of Golenberg & Geller, Inc., a private merchant banking firm. Prior
management of the Company retained Golenberg & Geller, Inc. during the 1995
fiscal year to perform investment banking and financial advisory services. The
amount of fees paid
<PAGE> 9
by the Company for services rendered by Mr. Geller's firm for the fiscal year
ended June 30, 1995 was $5,700. At that time, the Company also retained
Golenberg & Geller, Inc. and Whale Securities Co., L.P. ("Whale") to perform
investment banking and financial advisory services in connection with the
merger of the company with Alliance Media Corporation. The finders' fee paid
in connection with the merger with Alliance was $200,000, which was divided as
follows: $100,000 to Golenberg & Geller, Inc.; $50,000 to Whale; and $50,000
to Millennium Capital Corp., one of the co-finders in the transaction
("Millennium"). In addition, each of Mr. Geller, Mr. Golenberg, Whale and
Millennium received 9,375 shares of the Company's Common Stock and a three-year
warrant for 6,250 shares of the Common Stock at a price of $8.00 in further
payment for their services.
Florida Gaming Corporation Loan: On July 15, 1994, in order to fund the
exercise price of the warrant which the Company owned to acquire shares of
Florida Gaming Corporation ("FGC"), the prior management of the Company entered
into a loan agreement (the "FGC Loan") for $1,000,000 with a group of lenders
(the "Lenders"), which included Messrs. Marshall Geller (former director),
Arnold Rosenstein (former president), and Neil Rosenstein (former Chairman of
the Board and Chief Executive Officer) (the "Affiliate Lenders"). The Company
borrowed the $1,000,000 available under the Loan Agreement on July 22, 1994.
Borrowings were secured by a pledge of the common stock of FGC issuable upon
exercise of the warrant. Each of the Affiliated Lenders lent the Company 20%
of the total FGC Loan, i.e., $200,000.
Pursuant to the terms of the FGC Loan, borrowings bore interest at "prime
rate." In addition, the Company was obligated to pay the Lenders, pro rata, a
commitment fee of $300,000, and to pay their attorneys' fees and other expenses
incurred in connection with the extension of the FGC Loan. The FGC Loan,
including interest of $9,000 and the commitment fee, was repaid by September
21, 1994.
During the period from July 1994 to March 1995, the Company sold the FGC common
stock.
Bullhead Mortgage Loan: On June 9, 1994, under the former management, Bullhead
Casino Corporation (which has since been renamed All-Comm Holdings, Inc.), a
wholly-owned subsidiary of the Company ("Bullhead"), borrowed $350,000 from the
Company's former chief executive officer and its president, evidenced by a
promissory note and secured by a mortgage on its parcel of land in Laughlin,
Nevada. Bullhead loaned the funds borrowed to the Company. The note was due
July 31, 1995 with interest at the rate of 7.75% per annum, but was repaid in
October 1994.
Purchase of Property and Equipment: In April 1995, prior to the merger with
Alliance, the Company's former chairman purchased property and equipment owned
by the Company having a cost of $160,000 and net book value of $6,000 for
$11,000 cash.
<PAGE> 10
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Form 10-K/A to be signed on its behalf by the
undersigned, thereunto duly authorized.
All-Comm Media Corporation
-------------------------------------
(Registrant)
By: /s/ Barry Peters
-------------------------------------
Chairman of the Board and
Chief Executive Officer
Date: October 27, 1995
