<PAGE>
<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 26, 1996
REGISTRATION NO. 333-14339
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 1
TO
FORM SB-2
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
------------------------
ALL-COMM MEDIA CORPORATION
(EXACT NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
<TABLE>
<S> <C> <C>
NEVADA 7389 88-0085608
(STATE OF INCORPORATION) (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
</TABLE>
------------------------
400 CORPORATE POINTE, SUITE 780
CULVER CITY, CALIFORNIA 90230
(310) 342-2800
(ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICES)
------------------------
MR. BARRY PETERS
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
ALL-COMM MEDIA CORPORATION
400 CORPORATE POINTE, SUITE 780
CULVER CITY, CALIFORNIA 90230
(310) 342-2800
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
------------------------
COPIES TO:
<TABLE>
<S> <C>
ROBERT A. ZUCCARO, ESQ. IRWIN M. ROSENTHAL, ESQ.
JONES, DAY, REAVIS & POGUE RUBIN BAUM LEVIN CONSTANT & FRIEDMAN
599 LEXINGTON AVENUE 30 ROCKEFELLER PLAZA
NEW YORK, NEW YORK 10022 NEW YORK, NEW YORK 10112
(212) 326-3939 (212) 698-7700
</TABLE>
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the 'Securities Act') check the following box. [x]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM
PROPOSED MAXIMUM AGGREGATE
TITLE OF EACH CLASS OF SECURITIES NUMBER TO OFFERING PRICE PER OFFERING
TO BE REGISTERED BE REGISTERED SHARE OR WARRANT(1) PRICE(1)
<S> <C> <C> <C>
Common Stock, par value $.01 per share(2)..................... 2,100,000 $ 4 7/8 $ 10,237,500
Representatives' Warrants(3).................................. 210,000 $ -- $ --
Common Stock, par value $.01 per share(5)(6).................. 210,000 $ 4 7/8 $ 1,023,750
Common Stock, par value $.01 per share(7)..................... 1,386,056 $ 4 7/8 $ 6,757,023
Total Registration Fee...................................
<CAPTION>
AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES REGISTRATION
TO BE REGISTERED FEE
<S> <C>
Common Stock, par value $.01 per share(2)..................... $3,103
Representatives' Warrants(3).................................. $ -0-(4)
Common Stock, par value $.01 per share(5)(6).................. $ 311
Common Stock, par value $.01 per share(7)..................... $2,048
Total Registration Fee................................... $5,462(8)
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act.
(2) Includes 315,000 shares subject to the Underwriters' over-allotment options
granted by the Company and certain selling stockholders.
(3) To be issued to Cruttenden Roth Incorporated and LT Lawrence & Co., Inc.
(collectively, the 'Representatives').
(4) Pursuant to Rule 457(g), no registration fee is payable.
(5) Represents shares issuable upon exercise of the Representatives' Warrants.
(6) Pursuant to Rule 416, the Company is also registering such additional shares
as may become issuable to the holders of the Representatives' Warrants
pursuant to the anti-dilution provisions thereof.
(7) Represents shares to be sold by certain selling stockholders on a delayed
basis, and not as part of the underwritten offering.
(8) Of this amount, $5,000 was previously paid.
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
________________________________________________________________________________
<PAGE>
<PAGE>
SUBJECT TO COMPLETION, DATED NOVEMBER 26, 1996
PROSPECTUS
2,100,000 SHARES OF
COMMON STOCK
ALL-COMM MEDIA CORPORATION
AS DESCRIBED BELOW, THE OFFERING OF AN ADDITIONAL 1,386,056 SHARES OF
COMMON STOCK IS BEING REGISTERED BY CERTAIN STOCKHOLDERS OF THE COMPANY (THE
'DELAYED SELLING STOCKHOLDERS'); HOWEVER SUCH SHARES OF COMMON STOCK WILL BE
OFFERED ON A DELAYED BASIS, AND NOT AS PART OF THE UNDERWRITTEN OFFERING. OF
SUCH SHARES, 1,291,588 SHARES WILL BE SUBJECT TO CERTAIN LOCK-UP ARRANGEMENTS.
SEE 'DELAYED SELLING STOCKHOLDERS AND PLAN OF DISTRIBUTION' AND 'SHARES ELIGIBLE
FOR FUTURE SALE -- REGISTRATION RIGHTS AND CERTAIN LOCK-UP ARRANGEMENTS.'
------------------------
This Prospectus relates to an offering (the 'Offering') of 2,100,000 shares
of common stock, par value $.01 per share (the 'Common Stock'), of which
1,750,000 shares are being offered by All-Comm Media Corporation ('All-Comm' or
the 'Company') and 350,000 shares are being offered by certain stockholders of
the Company, including certain of the Delayed Selling Stockholders (the 'Selling
Stockholders'). The Company will not receive any of the proceeds from the sale
of the Common Stock by the Selling Stockholders. See 'Principal and Selling
Stockholders.' The Common Stock is quoted on The Nasdaq SmallCap MarketSM under
the symbol 'ALCM.' On November 25, 1996 the last sale price of the Company's
Common Stock, as reported by The Nasdaq SmallCap MarketSM, was $5 1/16 per
share. See 'Price Range of Common Stock.'
This Prospectus also relates to the sale of 1,386,056 shares of Common
Stock (the 'Delayed Stock') by the Delayed Selling Stockholders. The Delayed
Stock will be offered on a delayed basis and not as part of the Offering. The
Company will not receive any proceeds from the sale of the Delayed Stock by the
Delayed Selling Stockholders. See 'Delayed Selling Stockholders and Plan of
Distribution.'
SEE 'RISK FACTORS' BEGINNING ON PAGE 9 FOR A DISCUSSION OF CERTAIN MATERIAL
FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK
OFFERED HEREBY.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
UNDERWRITING PROCEEDS TO
PRICE DISCOUNTS AND PROCEEDS TO SELLING
TO PUBLIC COMMISSIONS(1) COMPANY(2) STOCKHOLDERS
<S> <C> <C> <C> <C>
Per Share........................... $ $ $ $
Total(3)........................... $ $ $ $
</TABLE>
(1) Excludes (a) warrants (the 'Representatives' Warrants') to be issued to
Cruttenden Roth Incorporated (the 'Lead Representative') and LT Lawrence &
Co., Inc. (the 'Other Representative,' and together with the Lead
Representative, the 'Representatives'), each in its individual capacity and
not as representative of the underwriters (the 'Underwriters') to purchase
210,000 shares of Common Stock at an exercise price per share equal to 120%
of the initial price to public per share and (b) a non-accountable expense
allowance payable to the Representatives equal to 3% of the gross proceeds
of the Offering. The Company has agreed to indemnify the Underwriters
against, or contribute to losses arising out of, certain liabilities,
including liabilities under the Securities Act of 1933, as amended (the
'Securities Act'). See 'Underwriting.'
(2) Before deducting expenses payable by the Company estimated to be $ ,
including the Representatives' non-accountable expense allowance. See
'Underwriting.'
(3) The Company, certain of the Selling Stockholders and certain other
stockholders (the 'Over-Allotment Selling Stockholders') have granted to the
Underwriters options, exercisable within 45 days of the date hereof, to
purchase, in the aggregate, up to 315,000 additional shares of Common Stock,
upon the same terms and conditions as the shares of Common Stock offered
hereby, solely to cover over-allotments, if any. If the Underwriters
exercise the over-allotment options in full, the total Price to Public,
Underwriting Discounts and Commissions, Proceeds to Company, Proceeds to
Selling Stockholders and the proceeds to the Over-Allotment Selling
Stockholders will be $ , $ , $ , $ and $ ,
respectively. The Company will not receive any proceeds from the sale of
Common Stock by the Selling Stockholders and the Over-Allotment Selling
Stockholders. See 'Principal and Selling Stockholders' and 'Underwriting.'
------------------------
The shares of Common Stock are being offered by the several Underwriters
named herein, subject to prior sale, when, as and if issued to and accepted by
them, subject to the approval of certain legal matters by counsel for the
Underwriters and to certain other conditions. It is expected that delivery of
the shares will be made against payment therefor at the office of Cruttenden
Roth Incorporated, 18301 Von Karman, Suite 100, Irvine, California 92612, on or
about December , 1996.
------------------------
[Cruttenden Roth Logo] [LT Lawrence & Co., Inc. Logo]
DECEMBER , 1996
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
<PAGE>
[Photographs]
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK ON
THE OVER-THE-COUNTER MARKET OR OTHERWISE AT A LEVEL ABOVE THAT WHICH MIGHT
OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE
DISCONTINUED AT ANY TIME.
<PAGE>
<PAGE>
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by reference to the more
detailed information, including the financial statements and the notes thereto,
included elsewhere in this Prospectus. All-Comm conducts its business through
two wholly-owned operating subsidiaries: Stephen Dunn & Associates, Inc.
('SD&A') and Metro Services Group, Inc. ('Metro'). SD&A was acquired by Alliance
Media Corporation ('Alliance'), which was simultaneously acquired by the
Company, in April 1995. Metro was acquired by the Company in October 1996.
References to 'All-Comm' and the 'Company' include All-Comm Media Corporation
(and predecessor entities) and its consolidated subsidiaries, Alliance, SD&A and
Metro, unless the context otherwise requires. Unless indicated otherwise, the
information in this Prospectus assumes that the Underwriters' over-allotment
options will not be exercised. The Company's fiscal year ends on June 30 of each
year. All share and per share information has been adjusted to reflect a
one-for-four reverse stock split of the Common Stock effected August 22, 1995.
Prior to or concurrently with the Offering, the Company and certain of its
securityholders will effect changes in the Company's outstanding capital stock
and related securities as described below under 'The Recapitalization.' All
information herein which gives effect to the Offering, including pro forma as
adjusted financial information, also gives effect to such recapitalization
assuming that such restructuring will occur on December 16, 1996. Certain
capitalized terms used in the Prospectus Summary are defined elsewhere in this
Prospectus. Certain totals contained herein may not add due to rounding
adjustments.
THE COMPANY
All-Comm provides database management services, custom
telemarketing/telefundraising services and other direct marketing services to a
diverse group of approximately 600 clients located throughout the United States.
These services include customer and market data analysis, database creation and
analysis, data warehousing, merge/purge, predictive behavioral modeling, list
processing, brokerage and management, data enhancement, other direct marketing
information services and custom outbound telemarketing/telefundraising services.
Through this combination of services, the Company assists its clients in
defining target markets and uses sophisticated data analysis to support and
track the results of clients' direct marketing campaigns. The Company believes
its expertise in applying these direct marketing tools increases the
productivity of its clients' marketing expenditures.
The Company's services have enabled it to become a leading provider of
database management services, custom telemarketing/telefundraising services and
other direct marketing services to performing arts and cultural institutions in
the United States. The Company's clients include Lincoln Center for the
Performing Arts, Kennedy Center for the Performing Arts, Carnegie Hall, Boston
Symphony, New York University and numerous public broadcasting stations. In
addition, the Company renders database management and direct marketing services
to such commercial clients as The Shubert Organization, Crain Communications,
The CIT Group, Mitsubishi Electronics and UNOCAL. Since January 1996, the
Company has begun providing services to new clients including Walt Disney
Company, Avery Dennison, Countrywide Insurance and Nomura Asset Capital
Corporation. Giving effect to the Company's acquisition of Metro, on a pro forma
basis, revenues for the Company's fiscal year ended June 30, 1996 were $24.0
million.
INDUSTRY OVERVIEW
The use of direct marketing by businesses to target and communicate with
customers has increased over the last few years due in part to the relative cost
efficiency of direct marketing compared to mass marketing methods, as well as
the rapid development of more powerful and more cost-effective information
technology and data capture capabilities. According to the Direct Marketing
Association (the 'DMA'), expenditures for direct marketing services in 1995 were
approximately $134.0 billion, the largest component of which, $54.1 billion, was
attributable to telemarketing. The DMA has estimated that annual telemarketing
expenditures may grow to $78.9 billion by the year 2000. According to other
industry sources, total expenditures for database management services in the
United States, including services used by direct marketing and other industries,
were estimated to have been $3.2 billion in 1993 and are projected to grow at a
compound annual rate of 29% through 1998.
The direct marketing industry is extremely fragmented. According to
industry sources, there are almost 11,000 direct marketing service and database
service businesses in the United States. The Company believes that most of such
businesses are small, specialized companies which offer limited services and/or
limited expertise and industry specialization. However, industry consolidation
has increased in the last few years resulting in a greater number of large
companies providing services
3
<PAGE>
<PAGE>
similar to those provided by the Company. The Company believes that much of this
consolidation is due to: (i) the economies of scale expected to be obtained by
direct marketing service providers in hardware, software and other marketing
resources; (ii) the objective of direct marketing service providers to
cross-sell services; and (iii) the growing need to coordinate various components
of direct marketing and media programs within a single, reliable environment.
The Company believes these trends are likely to continue due in part to client
demand for more cost-effective service to perform increasingly complex functions
that support such marketing and media programs.
STRATEGY
All-Comm's strategy to enhance its position as a value-added premium
provider of database management, custom telemarketing/telefundraising services
and other direct marketing services is to:
Increase revenues by expanding the range of direct marketing services
offered and by cross-selling;
Deepen market penetration in new industries and market segments as well as
those currently served by the Company;
Further develop existing and create new proprietary database software and
database management applications;
Increase capacity for telemarketing/telefundraising services and enhance
on-site data and calling systems; and
Pursue strategic acquisitions, joint ventures and marketing alliances to
expand direct marketing services offered and industries served.
RECAPITALIZATION
Prior to or concurrently with the Offering, the Company and certain of its
securityholders will effect changes in the Company's outstanding capital stock
and related securities (the 'Recapitalization'). See 'The Recapitalization' and
'Certain Transactions.'
------------------------
The Company's principal executive offices are located at 400 Corporate
Pointe, Suite 780, Culver City, California 90230 and its telephone number is
(310) 342-2800.
4
<PAGE>
<PAGE>
THE OFFERING
<TABLE>
<S> <C>
Common Stock Offered by the Company................ 1,750,000 shares(1)
Common Stock Offered by the Selling Stockholders... 350,000 shares(1)
Common Stock to be Outstanding Following the
Offering......................................... 9,963,537 shares(1)(2)(3)
Use of Proceeds.................................... The Company will use the net proceeds of the Offering for
capital expenditures, repayment of certain outstanding
indebtedness, the repurchase of the Series C Preferred Stock
and general corporate purposes, including possible future
acquisitions. The Company will not receive any of the
proceeds from the sale of Common Stock by the Selling
Stockholders, the Over-Allotment Selling Stockholders or the
Delayed Selling Stockholders. See 'Use of Proceeds.'
Common Stock Offered by the Delayed Selling
Stockholders..................................... This Prospectus also relates to the offer and sale of
1,386,056 shares of Common Stock by the Delayed Selling
Stockholders. Of such shares, 1,291,588 will be subject to
certain lock-up arrangements. See 'Delayed Selling
Stockholders and Plan of Distribution' and 'Shares Eligible
for Future Sale -- Registration Rights and Certain Lock-Up
Arrangements.'(4)
Dividend Policy.................................... The Company intends to retain future earnings, if any, to
finance the growth and development of its business and
therefore does not anticipate paying cash dividends on the
Common Stock in the foreseeable future. See 'Dividend
Policy.'
The Nasdaq SmallCap MarketSM Symbol................ ALCM
Risk Factors....................................... See 'Risk Factors' beginning on page 9 for a discussion of
certain material factors that should be considered by
prospective purchasers of the Common Stock.
</TABLE>
- ------------
(1) Does not include up to 315,000 shares of Common Stock that may be sold by
the Company, certain of the Selling Stockholders and certain of the
Over-Allotment Selling Shareholders pursuant to the Underwriters'
over-allotment options. See 'Principal and Selling Stockholders' and
'Underwriting.'
(2) Does not include up to 5,080,927 shares of Common Stock issuable upon
conversion or exercise of certain securities or other contractual rights, as
follows: (i) warrants issued to holders of Series B Preferred Stock, which
are currently exercisable for 3,100,000 shares of Common Stock; (ii) the
Representatives' Warrants, exercisable for 210,000 shares of Common Stock;
(iii) warrants to be issued upon consummation of the Offering to certain
stockholders of the Company as consideration for their agreement to certain
lock-up arrangements, exercisable for an aggregate of up to 160,414 shares
of Common Stock, depending on the extent to which the Underwriters'
over-allotment options are exercised, if at all -- see 'Shares Eligible for
Future Sale' and 'Underwriting;' (iv) all other outstanding options,
warrants and other contractual rights, which are currently exercisable for
an aggregate of 1,245,135 shares of Common Stock; (v) the promissory notes
issued to the former shareholders of Metro in connection with the Company's
acquisition of Metro, which are currently convertible into an aggregate of
185,874 shares of Common Stock -- see 'Certain Transactions;' and (vi)
179,504 shares of Common Stock reserved for issuance but not yet issued
under the Company's 1991 Stock Option Plan. See 'Management -- Stock Option
Plan,' 'Description of Capital Stock'
(footnotes on following page)
5
<PAGE>
<PAGE>
(footnotes from previous page)
and 'Underwriting.' Although no assurance can be given that any of the
foregoing options, warrants or other contractual rights will be exercised,
if all of such options, warrants and other contractual rights having
exercise prices at or below the assumed public offering price of $5 per
share were exercised, the aggregate proceeds to the Company resulting
therefrom would be approximately $12.5 million. The Company expects that it
would use such proceeds, if any, for general corporate purposes, including
possible future acquisitions.
(3) Includes 3,108,130 shares of Common Stock to be issued in connection with
the Recapitalization. See 'The Recapitalization.'
(4) The Company had previously entered into contractual arrangements with
certain of its stockholders, including the Delayed Selling Stockholders,
whereby it agreed to register certain securities owned by such stockholders
for resale under the Securities Act. As a result of negotiations with these
stockholders, the Company has agreed to satisfy certain of such obligations
by registering 1,386,056 shares of Common Stock on behalf of the Delayed
Selling Stockholders.
6
<PAGE>
<PAGE>
SUMMARY FINANCIAL INFORMATION
The following table sets forth (i) summary historical financial data of the
Company as of June 30, 1996 and September 30, 1996, in the case of balance sheet
data, and for the years ended June 30, 1995 and 1996 and the three months ended
September 30, 1995 and 1996, in the case of operating data, and (ii) unaudited
summary pro forma as adjusted financial data of the Company as of September 30,
1996, in the case of balance sheet data, and for the year ended June 30, 1996
and the three months ended September 30, 1996, in the case of operating data.
The unaudited summary pro forma as adjusted financial information is for
illustrative purposes only and is not necessarily indicative of what the actual
results of operations and financial position of the Company would have been as
of and for the periods indicated, nor does it purport to represent the Company's
future financial position and results of operations. The summary financial
information should be read in conjunction with 'Management's Discussion and
Analysis of Financial Condition and Results of Operations' and the financial
statements and notes thereto included elsewhere in this Prospectus. See 'Index
to Financial Statements.'
<TABLE>
<CAPTION>
THREE MONTHS ENDED SEPTEMBER
YEAR ENDED JUNE 30,(1) 30,(1)
----------------------------------- ---------------------------------
HISTORICAL PRO FORMA HISTORICAL PRO FORMA
------------------- AS ADJUSTED ----------------- AS ADJUSTED
1995(2) 1996 1996 1995 1996 1996
------- ------- ----------- ------ ------ -----------
(IN THOUSANDS, EXCEPT SHARE
AND PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C>
OPERATING DATA:(3)
Revenues.............................. $ 3,631 $15,889 $23,983 $3,926 $3,932 $ 6,148
Salaries and benefits................. $ 3,139 $12,712 $14,690 $3,162 $3,303 $ 3,830
Direct costs.......................... $ 102 $ 807 $ 5,357 $ 130 $ 145 $ 1,401
Selling, general and administrative... $ 1,121 $ 1,843 $ 2,804 $ 387 $ 545 $ 787
Amortization of intangible assets..... $ 65 $ 362 $ 812 $ 90 $ 96 $ 208
Total operating costs and expenses.... $ 4,887 $16,350 $24,470 $3,914 $4,257 $ 6,465
Income (loss) from operations......... $(1,256) $ (460) $ (487) $ 13 $ (325) $ (317)
Total other income (expense).......... $ 1,200 $ (475) $ (581) $ (96) $ 51 $ 25
Loss from continuing operations before
income taxes........................ $ (56) $ (936) $(1,068) $ (83) $ (274) $ (292)
Net income (loss)..................... $ 110 $(1,077) $(1,238) $ (136) $ (278) $ (301)
Net income (loss) attributable to
common stockholders................. $ 110 $(1,094) $(1,256) $ (136) $ (344) $ (368)
Weighted average common and common
equivalent shares outstanding(4).... 1,807,540 3,068,278 9,740,408 3,016,028 3,214,884 9,887,014
Net income (loss) per common
share(5)............................ $ 0.06 $ (0.36) $ (0.13) $(0.05) $(0.11) $ (0.04)
------- ------- ----------- ------ ------ -----------
------- ------- ----------- ------ ------ -----------
</TABLE>
<TABLE>
<CAPTION>
JUNE
30, SEPTEMBER 30, 1996(1)
1996(1) ----------------------
------- PRO FORMA
ACTUAL ACTUAL AS ADJUSTED
------- ------- -----------
(IN THOUSANDS)
<S> <C> <C> <C>
BALANCE SHEET DATA:(3)
Cash and cash equivalents..................................................... $ 1,393 $ 1,180 $ 7,642
Working capital............................................................... $ 1,651 $ 1,580 $ 7,653
Intangible assets at cost, net................................................ $ 7,851 $ 7,755 $15,976
Total assets.................................................................. $13,301 $11,891 $28,759
Long-term obligations to related parties less current portion(6).............. $ 1,517 $ 1,342 $ 2,262
Total stockholders' equity.................................................... $ 8,251 $ 8,412 $22,015
</TABLE>
(footnotes on next page)
7
<PAGE>
<PAGE>
(footnotes from previous page)
(1) Each of SD&A and Metro had a fiscal year ending December 31 prior to its
acquisition by the Company.
(2) Reflects operations of Alliance and SD&A for the period beginning with the
acquisition by the Company of Alliance on April 25, 1995.
(3) See 'Management's Discussion and Analysis of Financial Condition and Results
of Operations' for discussion of businesses discontinued and acquired in
fiscal 1995 and 1996.
(4) Pro forma as adjusted data includes 1,814,000 shares of Common Stock issued
to the former shareholders of Metro in connection with the Company's
acquisition of Metro, 1,750,000 shares of Common Stock being sold in the
Offering by the Company and 3,108,130 shares of Common Stock being issued in
connection with the Recapitalization, but does not include up to 5,080,927
shares of Common Stock issuable upon conversion or exercise of certain
securities or other contractual rights as described in footnote (2) under
'Prospectus Summary -- The Offering.'
(5) Primary and fully diluted income (loss) per common share are the same in all
periods presented. See Note 2 of Notes to Consolidated Financial Statements
of All-Comm.
(6) Pro forma as adjusted data includes $1.0 million aggregate face amount of
promissory notes issued by the Company to the former shareholders of Metro,
discounted to $0.9 million to reflect an estimated effective interest rate
of 10%, which is in excess of the stated rate of 6%, in connection with the
Company's acquisition of Metro.
8
<PAGE>
<PAGE>
RISK FACTORS
An investment in the Common Stock offered hereby involves a high degree of
risk. Prospective investors should carefully consider all of the information in
this Prospectus including the following risk factors.
LIMITED BUSINESS HISTORY; ABSENCE OF COMBINED OPERATING HISTORY; LACK OF
CONSOLIDATED PROFITABLE OPERATIONS
All-Comm may be considered to be a new company without an operating history
because of: (i) the recent date of the acquisitions of All-Comm's operating
subsidiaries, Metro and SD&A; (ii) the change in All-Comm's management and its
board of directors (the 'Board of Directors' and each member thereof
individually a 'Director') arising out of the Company's acquisition of Alliance
on April 25, 1995; and (iii) the related sale in March 1995 of the Company's
then principal operating business, Sports-Tech International, Inc. ('STI').
Accordingly, there can be no assurance that the Company will be able to
successfully manage or integrate Metro and SD&A and their separate operations,
employees and management or that the Company's overall operations will be
successful. As of June 30, 1996 and September 30, 1996, the Company had an
accumulated deficit of $6,108,010 and $6,385,991, respectively. On a
consolidated basis, the Company had losses from operations of $0.5 million, $1.3
million and $0.3 million for the years ended June 30, 1996 and 1995 and the
three months ended September 30, 1996, respectively. The Company generated
losses due, in part, to costs in fiscal 1995 and 1996 and the first quarter of
fiscal 1997 associated with increased legal, accounting and administrative
expenses related to identifying, evaluating and negotiating potential
acquisitions consistent with the Company's growth strategy and with the
obtaining of financing for such acquisitions, some of which acquisitions were
never consummated. Although expenses related to the Company's growth strategy
are likely to continue as the Company pursues new acquisitions in furtherance
thereof, the Company believes that by implementing a plan to reduce overhead and
administrative expenses and by including earnings generated by Metro and
increasing earnings generated by SD&A, which reported net income of $0.4 million
and $1.2 million, respectively, for the year ended June 30, 1996 (which in the
case of Metro is unaudited), the Company has the ability to become profitable.
No assurance can be given as to whether or when the Company will be able to
attain profitability.
RISKS ASSOCIATED WITH ACQUISITION AND GROWTH STRATEGY
As a key component of its growth strategy, the Company has pursued and
intends to continue to pursue acquisitions of companies that provide direct
marketing, interactive and other media services. The Company acquired SD&A in
April 1995 and Metro in October 1996, for a total of approximately $15.0 million
(not including any earn-out or other contingent payments that may be payable
after the date of this Prospectus in connection therewith), and seeks to acquire
additional companies. Execution of its growth strategy requires the Company's
management to, among other things: (i) identify new industries and market
segments to which the Company can provide its direct marketing services and in
which the Company can successfully compete; (ii) identify acquisition candidates
who are willing to be acquired at prices acceptable to the Company; (iii)
consummate identified acquisitions; and (iv) obtain financing for future
acquisitions. Certain risks are inherent in an acquisition strategy, such as
dilution of outstanding equity securities, increased leverage and debt service
requirements and the difficulty in combining different company cultures and
facilities, any of which could materially adversely affect the Company's
operating results or the market price of the Common Stock prevailing from time
to time. The success of any completed acquisition will depend in part on the
Company's ability to effectively integrate the acquired business, which
integration may involve unforeseen difficulties and may require a
disproportionate amount of management's attention and the Company's financial
and other resources.
The Company is currently considering several acquisitions of companies that
have a client base in certain targeted industries and/or a business focus on
direct marketing services that complement or expand the Company's current range
of direct marketing services in order to enlarge its core competencies, enable
it to enter new industries and market segments and increase its potential for
cross-selling. No agreement, definitive or otherwise, with respect to any of
such potential acquisitions has been reached. From time to time the Company has,
and in the future may continue to, enter into
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negotiations with respect to potential acquisitions for these purposes, some of
which have resulted or may result in preliminary agreements. In the course of
the Company's negotiations and/or due diligence, these negotiations and/or
preliminary agreements may be abandoned or terminated. No assurance can be given
that the Company will complete the acquisitions currently under consideration,
that additional suitable acquisition candidates will be identified, that such
future acquisitions will be financed and made on acceptable terms, or that
future acquisitions, if completed, will be successful. In March 1996, the
Company's agreement to acquire Bullseye Database Marketing, Inc. was terminated
and, in February 1996, the Company abandoned its negotiations to acquire Forms
Direct, Inc.
The Company's business has changed significantly since the Company's
acquisitions of Alliance and SD&A, which has placed demands on the Company's
administrative, operational and financial resources. Any continued growth of the
Company's client base and its services could place an additional strain on its
capacity, management and operations. The Company's future performance and
profitability will depend in part on its ability to successfully implement
improved financial and management systems, to add capacity as and when needed
and to hire qualified personnel to respond to changes in its business. The
failure to implement such systems, add any such capacity or hire such qualified
personnel may have a material adverse effect on the Company's business,
financial condition and results of operations. See 'Management's Discussion and
Analysis of Financial Condition and Results of Operations.'
MARKET FOR COMMON STOCK; POSSIBLE VOLATILITY OF STOCK PRICE
Although the Common Stock is quoted on The Nasdaq SmallCap MarketSM, at
times the Common Stock has been and may be thinly traded. Such quotation does
not provide any assurance that an active public market for the Common Stock will
develop or be sustained. If an active public market does not develop or is not
sustained, the market price and liquidity of the Common Stock may be adversely
affected. In addition, the stock market in recent years has experienced extreme
price and volume fluctuations that often have been unrelated or disproportionate
to the operating performance of companies. These fluctuations as well as general
economic and market conditions may adversely affect the market price of the
Common Stock prevailing from time to time.
SHARES ELIGIBLE FOR FUTURE SALE
Sales of substantial amounts of Common Stock in the public market, or the
perception that such sales could occur, could adversely affect prevailing market
prices of the Common Stock. Immediately following the Offering and the
Recapitalization, the Company will have 9,963,537 shares of Common Stock
outstanding. At such time, up to an additional 5,080,927 shares of Common Stock
will be issuable upon the conversion or exercise of outstanding securities or
other contractual rights, all of which are currently exercisable or convertible.
Of the Common Stock outstanding immediately following the Offering and the
Recapitalization, 5,316,117 shares will be freely tradeable without restriction
under the Securities Act or will be eligible for sale in the public market
without regard to the availability of current public information, volume
limitations, manner of sale restrictions or notice requirement under Rule 144(k)
except for any such shares held by or purchased from persons deemed to be
'affiliates' of the Company which are subject to certain resale limitations
pursuant to Rule 144 under the Securities Act. The remaining 4,647,420 shares of
Common Stock outstanding (the 'Restricted Shares') will be 'restricted
securities' within the meaning of Rule 144. As of April 25, 1997, approximately
837,415 Restricted Shares may become eligible for sale pursuant to Rule 144, or
continue to be eligible for sale under other exemptions from registration, under
the Securities Act.
Holders of an aggregate of up to 7,777,187 shares of Common Stock,
consisting of up to 4,002,822 Restricted Shares outstanding immediately
following the Offering and up to 3,774,365 Restricted Shares issuable upon the
conversion or exercise of other securities or other contractual rights then
outstanding and then convertible or exercisable, in each case depending on the
extent to which the Underwriters' over-allotment options are exercised, if at
all, will have demand and/or piggyback rights to have such Restricted Shares
registered under the Securities Act pursuant to various registration rights
agreements
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with the Company. The Company, its Directors and officers and certain of its
stockholders and holders of options, warrants, conversion or contractual rights
to acquire Common Stock, who will hold in the aggregate up to 10,141,382
Restricted Shares outright or issuable upon exercise of such rights, depending
on the extent to which the Underwriters' over-allotment options are exercised,
if at all, have agreed to certain lock-up arrangements. The Lead Representative
may from time to time in its sole discretion release some or all of the
stockholders who have agreed to such lock-up arrangements from the restrictions
thereof. See 'Shares Eligible for Future Sale.'
No prediction can be made as to the effect, if any, that future sales of
additional Common Stock or the availability of such shares for sale, either
pursuant to exercised registration rights or under Rule 144, will have on the
market price of the Common Stock prevailing from time to time. The possibility
that substantial amounts of Common Stock may be sold in the public market may
adversely affect the market price of the Common Stock prevailing from time to
time and could impair the ability of the Company to raise capital through the
sale of its equity securities.
POSSIBLE NEED FOR ADDITIONAL FINANCING
In addition to the management challenges presented by the continued
implementation of the Company's growth strategy, future growth will require
significant capital. The Company's acquisition of SD&A was financed with seller
financing and the Company's acquisition of Metro was financed with both seller
financing and equity. No assurance can be given that the Company will be able to
finance possible future acquisitions on those or any other terms. Although the
Company currently estimates that the net proceeds of the Offering, together with
cash generated from operations, will be sufficient to finance its current
operations and planned capital expenditure requirements through fiscal 1998,
there can be no assurance that the Company will not require additional capital
at an earlier date, especially in light of the Company's acquisition program.
The Company may, from time to time, seek additional funding through public or
private financing, including debt or equity financing. There can be no assurance
that adequate funding will be available as needed or, if available, on terms
acceptable to the Company. If additional funds are raised by issuing equity
securities, existing stockholders may experience dilution. Insufficient funds
may require the Company to scale back or eliminate some or a significant part of
its services or possible future acquisitions. See 'Use of Proceeds' and
'Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources.'
FLUCTUATIONS IN QUARTERLY OPERATING RESULTS
The Company's revenues and operating results are subject to significant
fluctuation between fiscal quarters. A significant portion of the Company's
quarterly revenues is derived from new projects and contracts for direct
marketing services, the timing of which is subject to a variety of factors
outside the Company's control, such as client marketing budgets and
modifications in client strategies. In part due to certain seasonal marketing
patterns and subscriptions, the Company generated net losses during the second
and third quarters of fiscal 1996 and the first quarter of fiscal 1997. Metro
(which was not acquired until October 1996) generated net losses during its
fiscal equivalents of the Company's third and fourth quarters of fiscal 1996.
The Company cannot predict the degree to which, on a consolidated basis, these
trends will continue. Additionally, the Company periodically incurs cost
increases due to both hiring and training of new employees and computer capacity
upgrades in anticipation of future growth. In addition, the size, timing and
integration of possible future acquisitions may cause substantial fluctuations
in operating results from quarter to quarter. As a result, operating results for
any fiscal quarter may not be indicative of the results that may be achieved for
any subsequent fiscal quarter or for a full fiscal year. These fluctuations
could adversely affect the market price of the Common Stock.
AMORTIZATION OF INTANGIBLE ASSETS
Approximately $16.0 million, or 56%, of the Company's pro forma total
assets as of September 30, 1996 consisted of goodwill and other intangible
assets arising from the Company's acquisitions of Metro and SD&A. Such goodwill
and other intangible assets represent the difference between the aggregate
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purchase price for the assets acquired and the amount of such purchase price
allocated to the tangible assets so acquired for purposes of the Company's pro
forma balance sheet. The goodwill is amortized over a 40-year period and the
other intangible assets are amortized over a three- or five-year period,
depending on the intangible asset, with the amounts amortized in a particular
period constituting non-cash expenses that would decrease the Company's net
income (or increase its net loss) in that period. The reduction in net income
(or increase in net loss) resulting from the amortization of goodwill as a
result of past or possible future acquisitions may have an adverse impact upon
the market price of the Common Stock prevailing from time to time.
LACK OF LONG-TERM CONTRACTS
The Company's contracts or other arrangements with its clients are
generally entered into on a project by project basis. Moreover, if the Company
were to lose a long-standing client, replacing such client with a comparable
client may require significant lead time. In addition, new client programs often
begin with a pilot project that is smaller in scale and more limited in scope
and has a smaller marketing budget than projects conducted with long-standing
clients. Although the Company believes that historically SD&A and Metro have
achieved satisfactory levels of client retention, no assurance can be given that
the Company will be able to do so in the future.
GOVERNMENT REGULATION AND PRIVACY ISSUES
The telemarketing industry has become subject to an increasing amount of
federal and state regulation during the past five years. The federal Telephone
Consumer Protection Act of 1991 (the 'TCPA') limits the hours during which
telemarketers may call consumers and prohibits the use of automated telephone
dialing equipment to call certain telephone numbers. The federal Telemarketing
and Consumer Fraud and Abuse Prevention Act of 1994 (the 'TCFAPA') broadly
authorizes the Federal Trade Commission (the 'FTC') to issue regulations
prohibiting misrepresentations in telemarketing sales. The FTC's new
telemarketing sales rules prohibit misrepresentations of the cost, terms,
restrictions, performance or duration of products or services offered by
telephone solicitation, prohibit a telemarketer from calling a consumer when
that consumer has instructed the telemarketer not to contact him or her,
prohibit a telemarketer from calling prior to 8:00 a.m. or after 9:00 p.m. and
specifically address other perceived telemarketing abuses in the offering of
prizes and the sale of business opportunities or investments. Violation of these
rules may result in injunctive relief, monetary penalties or disgorgement of
profits and can give rise to private actions for damages. While the FTC's new
rules have not caused the Company to alter its operating procedures, additional
federal or state consumer-oriented legislation could limit the telemarketing
activities of the Company or its clients or significantly increase the Company's
costs of regulatory compliance.
Several of the industries which the Company intends to serve, including the
financial services and healthcare industries, are subject to varying degrees of
government regulation. Although compliance with these regulations is generally
the responsibility of the Company's clients, the Company could be subject to a
variety of enforcement or private actions for its failure or the failure of its
clients to comply with such regulations.
In addition, the growth of information and communications technology has
produced a proliferation of information of various types and has raised many new
issues concerning the privacy of such information. Congress and various state
legislatures have considered legislation which would restrict access to, and the
use of, credit and other personal information for direct marketing purposes. The
direct marketing services industry, including the Company, could be negatively
impacted in the event any of these or similar types of legislation are enacted.
LIMITED PROPRIETARY PROTECTION
The Company holds no registered patents, trademarks or copyrights. The
Company depends in part upon its know-how and proprietary applications of
computer programs and database information systems to differentiate its services
from those of its competitors. The Company also relies on a combination of
contract rights (including non-competition agreements with key employees) and
trade
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secret laws to protect its know-how. There can be no assurance, however, that
competitors will not obtain unauthorized access to the Company's know-how or
that the Company's contractual or legal remedies will be sufficient to protect
the Company's interests.
RAPID TECHNOLOGICAL CHANGE
The market for the Company's services is characterized by rapidly changing
technology and frequent new and enhanced services. The Company believes that its
future success will be highly dependent upon its ability to enhance existing
services and to develop and introduce new services to respond to changing client
needs. There can be no assurance that the Company can successfully identify,
develop and bring new and enhanced services to market in a timely manner, that
such services will be commercially successful or that services or technologies
developed by others will not render the Company's services non-competitive.
RISK OF EQUIPMENT FAILURE
SD&A maintains a telemarketing calling center in Berkeley, California which
contributed 16.7% and 13.1% of the Company's revenues in fiscal 1996 and the
first quarter of fiscal 1997, respectively. Although SD&A maintains business
interruption insurance and has not had a major failure of equipment at its
Berkeley calling center, the risk of such failure does exist and, if the
Company's back-up procedures prove inadequate, such failure could have a
material adverse effect on the Company's business. Similarly, Metro maintains
extensive computer processing equipment at its facilities in New York City,
which equipment represents the substantial majority of its data services
capability. Although back-up client files and databases are maintained off-site
and Metro maintains business interruption insurance and has not had a major
failure of its equipment, the risk of such failure does exist and, if Metro's
back-up systems and databases prove inadequate, such failure could have a
material adverse effect on the Company's business.
CYCLICALITY
The direct marketing services industry relies upon marketing expenditures
by clients. Such expenditures are dependent upon the level of economic activity,
in general, and the specific industry of the client in respect of cyclical
effects that may bear upon that industry. Various segments of the direct
marketing industry, such as business to business or business to consumer
activity, may be affected by business cycle conditions. Insofar as marketing
budgets are related to availability of funds and general economic conditions,
product manufacturers or service providers may choose to reduce expenditures for
direct marketing services.
LACK OF UNDERWRITING HISTORY
LT Lawrence & Co., Inc. was organized in February 1992 and first registered
as a broker-dealer in 1994. Prior to this Offering, LT Lawrence & Co., Inc. has
participated as a sole or co-manager in four
public offerings. Prospective purchasers of the Common Stock offered hereby
should consider the lack of experience of LT Lawrence & Co., Inc. in being a
manager of an underwritten public offering. See 'Underwriting.'
CERTAIN ANTI-TAKEOVER PROVISIONS
The Amended and Restated Articles of Incorporation of the Company, as
amended (the 'Restated Articles'), the by-laws of the Company, as amended (the
'By-Laws'), and certain employment agreements between the Company and certain
executives may have the effect of hindering, delaying or deterring a third party
acquisition of the Company which may, in turn, adversely affect the market price
of the Common Stock. Pursuant to the terms of the Restated Articles, certain
business combinations and reclassifications involving the Company require the
approval of the holders of 75% of the outstanding Common Stock and the holders
of a majority of the outstanding Common Stock not held by the potential
acquiror. See 'Management -- Change in Control Provisions of the Restated
Articles.'
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In addition, the Restated Articles establish a classified Board of Directors and
provide that Directors may only be removed upon the affirmative vote of 75% of
the outstanding Common Stock. See 'Management -- Board of Directors.'
Furthermore, upon a change in control of the Company, each of the Company's
Chief Executive Officer and President has the right to terminate his respective
employment contract, whereupon he becomes entitled to severance payments equal
to two year's salary. See 'Management -- Executive Compensation -- Employment
Agreements.'
The Company has unissued preferred stock, which could be issued to a third
party selected by current management, or used as the basis for a stockholders'
rights plan, which could have the effect of deterring a potential acquiror.
Pursuant to the Restated Articles, shares of the Company's preferred stock may
be issued in the future without further stockholder approval and upon such terms
and conditions, and having such rights, privileges and preferences (including
the right to vote and the right to convert into Common Stock) as the Board of
Directors may determine. Furthermore, certain provisions of the By-Laws may have
the effect of limiting or delaying a change in control of the Company.
The effect of such provisions, together with certain provisions of Nevada
law limiting the voting rights of an acquiror of a controlling interest in a
Nevada corporation (such as the Company), as well as restrictions on certain
business combinations (including certain mergers and exchanges), may be to
reduce the probability of, or the premiums that stockholders would receive in
connection with, an acquisition of the Company.
RISK OF DILUTION
Purchasers of Common Stock in the Offering will experience immediate
substantial dilution in pro forma net tangible book value per share of Common
Stock offered hereby in an amount estimated at $4.39 per share of Common Stock.
See 'Dilution.'
In addition, up to 5,080,927 shares of Common Stock are issuable upon
conversion or exercise of certain securities of or other contractual rights
granted by the Company, as described in footnote (2) to 'Summary -- The
Offering.' No assurance can be given that these options, warrants or contractual
rights will or will not be exercised in whole or in part or at all. However, if
all of such options, warrants and other contractual rights having exercise
prices at or below the assumed public offering price of $5 per share were
exercised, purchasers of Common Stock in the Offering would experience immediate
substantial dilution in percentage voting power, pro forma net tangible book
value, and earnings (loss), in each case per share of Common Stock offered
hereby.
The Company's acquisitions of SD&A and Metro also involved, and possible
future acquisitions may involve, the issuance of additional Common Stock and/or
payments based on earnings formulas which could require the issuance of
additional Common Stock. See 'Management's Discussion and Analysis of Financial
Condition and Results of Operation -- Liquidity and Capital Resources.'
Moreover, certain employees and Directors of the Company have received, and may
receive, options to purchase Common Stock at the discretion of the Board of
Directors. No assurance can be given that any future share issuances will be at
a valuation that would avoid potential dilution to existing stockholders.
NO INTENTION TO PAY DIVIDENDS
The Company does not intend to pay any cash dividends on its Common Stock
for the foreseeable future. The Company has not paid cash dividends on any of
its capital stock in at least the last six years. It is anticipated that future
earnings, if any, will be used to finance future growth of the Company. In
addition, there can be no assurance that operations will generate sufficient
revenues to enable the Company to declare or pay dividends.
RELIANCE UPON SUBSIDIARIES
The parent company's assets consist primarily of the stock of its
subsidiaries. Accordingly, the Company's ability to meet its cash obligations is
partially dependent upon the ability of its subsidiaries
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to make cash distributions to the Company. No assurance can be given that any or
all of its subsidiaries will be able to make such cash distributions, or, if
made, that such distributions will be adequate to meet the Company's financial
obligations. Accordingly the Company may be dependent upon external financing to
continue its business plan.
POSSIBLE DECLINE IN EFFECTIVENESS OF TELEMARKETING
Although the telemarketing industry has grown significantly in the last
five years, advances in new forms of direct marketing, such as the development
of interactive commerce through television, computer networks, interactive media
(including the Internet) and other media, could have an adverse effect on the
demand for telemarketing as a form of direct marketing. As the industry
continues to grow, telemarketing's effectiveness as a direct marketing tool may
also decrease as a result of consumer saturation and consumer resistance to
telemarketing generally. Although the Company attempts to monitor industry
trends and to respond accordingly, the Company may not be able to anticipate and
successfully respond to such trends in a timely manner.
POSSIBLE LIMITATION ON ABILITY TO DO BUSINESS WITH CERTAIN POTENTIAL CLIENTS
The Company may determine from time to time in the exercise of its business
judgment that it is not prudent to pursue business opportunities with or accept
business from competitors of existing or potential clients or from groups which
may have interests adverse to interests of the Company's clients. Although to
date such considerations have not significantly impaired the Company's ability
to do business with new clients, no assurance can be given that these
considerations will not increase in the future and reduce opportunities that
would otherwise be available to the Company.
COMPETITION
Many of the Company's services, and service capabilities that the Company
may acquire, are sold in highly competitive markets in the United States,
including the markets for planning and developing direct marketing strategies
and the implementation of various direct marketing programs that include
gathering information and tracking and analysis of direct marketing campaigns.
In addition, many formats, including television, radio and newspapers, compete
for the marketing expenditures of the Company's clients. The Company competes
with a number of entities, or divisions of entities, many of which have more
extensive financial, technical, marketing and other resources than the Company
and may be able to respond more quickly to new or emerging technologies and
other competitive pressures. Some of these entities have growth strategies that
involve the acquisition of companies which the Company may have identified as
acquisition candidates. The Company also competes with in-house telemarketing
and direct mail operations of certain of its clients or potential clients. See
'Business -- Competition.'
DEPENDENCE ON LABOR FORCE
As is common in the telemarketing industry, the Company's
telemarketing/telefundraising services are labor-intensive and historically have
been characterized by a high level of personnel turnover. Unskilled and
semi-skilled employees typically work part-time and receive relatively modest
hourly wages; skilled employees commonly work full-time and command higher
wages. Increases in the turnover rate would result in higher recruiting and
training costs. If the Company were unable to recruit and retain a sufficient
number of employees, it would be forced to limit its growth or possibly modify
its operations. The Company may not be able to continue to hire and retain a
sufficient number of qualified personnel, which would have a material adverse
effect on the Company's business, financial condition and results of operations.
See 'Business -- Personnel and Training.'
DEPENDENCE UPON KEY PERSONNEL
The Company's decentralized management philosophy delegates day-to-day
operating decisions to the subsidiary managers. As a result, the Company is
highly dependent upon the effectiveness of a small
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group of people at the subsidiary level and a small group of people at the
corporate level. The loss of any key person could have a significant bearing
upon the Company's profitability, its ability to consummate future acquisitions
and its ability to finance, manage or develop marketing programs. The Company's
operational success is contingent upon its ability to retain and expand its
staff of qualified personnel on a timely basis. There can be no assurance that
adequate replacements could be found if the Company were to lose the services of
any key employees. The Company is also dependent upon the specialized skills of
certain other personnel and may need to hire additional skilled personnel if it
experiences growth in its business. Competition for such personnel is intense
and the inability to attract or maintain qualified employees could materially
and adversely affect the Company's business, financial condition and results of
operations.
DEPENDENCE ON RELATIONSHIPS WITH DATA COMPILERS
The Company's database management services utilize both clients'
proprietary information and information licensed by the Company from leading
data compilers. Such licenses generally have a one year term. While such
information is presently available to the Company from several sources, there
can be no assurance that the Company will be able to economically access such
information in the future. Failure to do so could have an adverse effect on the
Company's business, financial condition and results of operations. See
'Business -- Services -- Database Management Services.'
DEPENDENCE ON TELEPHONE AND POSTAL SERVICE
Certain aspects of the direct marketing services industry depend upon
services provided by various local and long distance telephone companies and the
United States Postal Service ('USPS'). Possible future modifications by the USPS
of its rate structure or increases in the rates currently paid by the Company
for local and long distance telephone service could have an adverse effect on
the Company's operating expenses which, in turn, may materially adversely affect
its operating results, to the extent that the Company is unable to pass any such
increase through to its clients. Any significant interruption or capacity
limitation in any such services could also have an adverse effect on the
Company's business, financial condition and results of operations.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain Statements in the Prospectus Summary and under the captions 'Risk
Factors,' 'Use of Proceeds,' 'Dilution,' 'Management's Discussion and Analysis
of Financial Condition and Results of Operations,' 'Business' and elsewhere in
this Prospectus constitute 'forward-looking statements' within the meaning of
the Private Securities Litigation Reform Act of 1995 (the 'Reform Act'). Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or achievements of
the Company, or industry results, to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. Such factors include, among others, the following
general economic and business conditions: industry capacity; direct marketing
and other industry trends; demographic changes; competition; the loss of any
significant customers; changes in business strategy or development plans;
availability and successful integration of acquisition candidates; availability,
terms and deployment of capital; advances in technology; quality of management;
business abilities and judgment of personnel; availability of qualified
personnel; changes in, or the failure to comply with, government regulations;
computer, telephone and postal costs; and other factors discussed in this
Prospectus. See 'Risk Factors.'
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USE OF PROCEEDS
The net proceeds to the Company from the sale of 1,750,000 shares of Common
Stock offered by the Company hereby are estimated to be $7.3 million based on an
assumed offering price of $5 per share of Common Stock, after deducting
underwriting discounts and commissions and estimated offering expenses. The
Company will not receive any of the proceeds from the sale of Common Stock by
the Selling Stockholders, the Over-Allotment Selling Stockholders or the Delayed
Selling Stockholders.
Of such net proceeds to the Company, approximately $4.0 million will be
applied to expand the Company's business by investing approximately $2.3 million
for technology (including computer systems, software and telemarketing
equipment), approximately $1.2 million for technical support, sales and
marketing personnel and approximately $0.5 million for advertising and promotion
of the Company's services. In addition, $1.0 million of such proceeds will be
used to repurchase the Series C Preferred Stock and approximately $1.0 million
of such proceeds may be used to repay the promissory notes issued to the former
shareholders of Metro in connection with the Company's acquisition of Metro.
Such promissory notes bear interest at a rate of 6% per annum, mature June 30,
1998 and are convertible at the option of the holders thereof into 185,874
shares of Common Stock. The balance will be used for general corporate purposes,
including possible future acquisitions. Pending application of such net proceeds
as described above, such net proceeds will be invested in short-term,
interest-bearing money market instruments. The foregoing represents the
Company's best estimate of the allocation of the net proceeds to the Company of
the Offering. Future events such as changes in economic or competitive
conditions may result in the Company re-allocating such proceeds. In addition,
there can be no assurance that the Company's estimates will prove to be accurate
or that unforeseen expenses will not occur.
In addition, up to 5,080,927 shares of Common Stock are issuable upon
conversion or exercise of certain securities or other contractual rights of the
Company, as described in footnote (3) to 'Summary -- The Offering.' Although no
assurance can be given that any of these options, warrants or contractual rights
will or will not be exercised in whole or in part or at all, if all of such
options, warrants and other contractual rights having exercise prices at or
below the assumed public offering price of $5 per share were exercised, the
aggregate proceeds to the Company resulting therefrom would be approximately
$12.5 million. The Company expects that it would use such proceeds, if any, for
general corporate purposes, including possible future acquisitions. The exercise
of these options, warrants and contractual rights is not required as a condition
to the sale of any of the shares of Common Stock being offered hereby pursuant
to the Offering or by the Delayed Selling Stockholders and none of such
securities is being offered either as part of the Offering or by the Delayed
Selling Stockholders.
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PRICE RANGE OF COMMON STOCK
The Common Stock is quoted on The Nasdaq SmallCap MarketSM under the symbol
'ALCM.' Prior to August 1995, when the Company changed its name to All-Comm
Media Corporation, the Common Stock was quoted under the symbol 'SPTK.' The
following table sets forth the high and low sales prices for the Common Stock
for the fiscal quarters indicated, as furnished by the National Association of
Securities Dealers, Inc. ('NASD'), adjusted to reflect a one-for-four reverse
stock split of the Common Stock effected August 22, 1995:
<TABLE>
<CAPTION>
HIGH LOW
------------ ------------
<S> <C> <C>
Fiscal 1997
Second Quarter (through November 25).................................... $5 9/16 $4 7/8
First Quarter........................................................... 6 1/8 4 5/8
Fiscal 1996
Fourth Quarter.......................................................... $6 3/8 $2 1/8
Third Quarter........................................................... 4 7/16 3
Second Quarter.......................................................... 5 1 7/8
First Quarter........................................................... 8 1/4 3 5/8
Fiscal 1995
Fourth Quarter.......................................................... $9 3/4 $6 1/2
Third Quarter........................................................... 8 5 1/4
Second Quarter.......................................................... 6 3/4 3 1/2
First Quarter........................................................... 6 3
</TABLE>
As of November 15, 1996, there were approximately 850 registered holders of
record of the Common Stock.
DIVIDEND POLICY
The Company has not paid any cash dividends on any of its capital stock in
at least the last six years. The Company intends to retain future earnings, if
any, to finance the growth and development of its business and therefore does
not anticipate paying cash dividends on the Common Stock for the foreseeable
future. See 'Risk Factors -- No Intention to Pay Dividends.'
18
<PAGE>
<PAGE>
CAPITALIZATION
The following table sets forth the capitalization of the Company: (i) at
September 30, 1996; (ii) pro forma to give effect to the acquisition of Metro as
if it had occurred on September 30, 1996; and (iii) pro forma as adjusted to
give effect to such acquisition, the Recapitalization and to the Offering and
the application of the net proceeds to the Company therefrom as if each such
event had occurred on September 30, 1996. The following table should be read in
conjunction with 'Management's Discussion and Analysis of Financial Condition
and Results of Operations' and the Company's consolidated financial statements
and the Notes thereto included elsewhere in this Prospectus.
<TABLE>
<CAPTION>
SEPTEMBER 30, 1996
-----------------------------------
PRO FORMA
ACTUAL PRO FORMA AS ADJUSTED
------- --------- -----------
(IN THOUSANDS)
<S> <C> <C> <C>
Long-term obligations to related parties less current portion(1)............. 1,342 2,262 2,262
------- --------- -----------
Stockholders' equity:
Convertible Preferred Stock, $.01 par value; 50,000 shares authorized
consisting of:
6,200 shares of Series B Convertible Preferred Stock issued and
outstanding actual and pro forma; none issued and outstanding pro
forma as adjusted; and
2,000 shares of Series C Convertible Preferred Stock issued and
outstanding actual and pro forma; none issued and outstanding pro
forma as adjusted................................................ * * --
Common Stock, $.01 par value; 36,250,000 shares authorized at September
30, 1996; 3,303,207 issued and 3,291,407 outstanding; 5,117,207 issued
and 5,105,407 outstanding pro forma; 9,975,337 issued and 9,963,537
outstanding pro forma as adjusted(2).................................. 33 51 100
Additional paid-in capital................................................... 14,901 22,139 28,512
Accumulated deficit.......................................................... (6,386) (6,386) (6,461)
Less 11,800 shares of common stock in treasury, at cost...................... (135) (135) (135)
------- --------- -----------
Total stockholders' equity.............................................. 8,412 15,668 22,015
------- --------- -----------
Total capitalization............................................... $ 9,754 $17,929 $24,277
------- --------- -----------
------- --------- -----------
</TABLE>
- ------------
* Less than $1,000.
(1) The pro forma and pro forma as adjusted data each include $1.0 million
aggregate face amount of promissory notes issued by the Company to the
former shareholders of Metro in connection with the Company's acquisition of
Metro. The promissory notes, which have a stated interest rate of 6%, were
discounted to $0.9 million to reflect an estimated effective interest rate
of 10%.
(2) Includes the following issuances: (a) pro forma -- 1,814,000 shares of
Common Stock issued to former shareholders of Metro in connection with the
Company's acquisition of Metro, (b) pro forma as adjusted -- the shares
described in clause (a) above plus the 1,750,000 shares being sold in the
Offering by the Company plus (i) the conversion of all 6,200 shares of
Series B Preferred Stock into 2,480,000 shares of Common Stock, (ii) the
exchange of 3,000,000 warrants issued in conjunction with the Series C
Preferred Stock into 600,000 shares of Common Stock and the related
repurchase of all 2,000 shares of Series C Preferred Stock for $1.0 million
in cash and (iii) the conversion of $140,652 in dividends on the Series B
Preferred Stock and the Series C Preferred Stock into 28,130 shares of
Common Stock (assuming conversion on December 16, 1996). Does not include up
to 5,080,927 shares of Common Stock issuable upon conversion or exercise of
certain securities or other contractual rights as described in footnote (2)
under 'Prospectus Summary -- The Offering.'
19
<PAGE>
<PAGE>
DILUTION
Purchasers of the Common Stock offered hereby will experience an immediate
dilution in the pro forma net tangible book value of their Common Stock from the
assumed initial public offering price of $5 per share.(1) As of September 30,
1996, after giving pro forma effect to the Metro acquisition, the Company had a
deficit in pro forma net tangible book value of $(0.3) million or $(0.06) per
share of Common Stock. The deficit in pro forma net tangible book value per
share represents the amount by which total liabilities exceed total net tangible
assets, divided by the number of outstanding shares of Common Stock. As of
September 30, 1996, after giving effect to the application of the estimated net
proceeds to the Company from the sale of the 1,750,000 shares of Common Stock by
the Company at an assumed initial offering price of $5 per share, after
deducting the estimated underwriting discounts and commissions and estimated
Offering expenses payable by the Company and after giving effect to the
Recapitalization, the pro forma as adjusted net tangible book value of the
Company would have been $6.0 million or $0.61 per share of Common Stock. This
represents an immediate increase in pro forma net tangible book value of $0.67
per share to existing stockholders and an immediate dilution of $4.39 per share
to new investors purchasing shares in the Offering. The following table
illustrates the dilution per share as described above:
<TABLE>
<S> <C> <C>
Assumed initial price to public.................................................. $5.00
Deficit in pro forma net tangible book value before the Offering................. $(0.06)
Increase attributable to new investors........................................... 0.67
------
Pro forma as adjusted net tangible book value after the Offering................. 0.61
------
Dilution in pro forma net tangible book value to new investors................... $4.39
------
------
</TABLE>
Based on the foregoing assumptions, the following table sets forth, as of
September 30, 1996, giving effect to the Offering and the Recapitalization, the
number of shares of Common Stock purchased from the Company, the total
consideration paid to the Company by the existing stockholders and the new
investors purchasing shares of Common Stock in the Offering and the average
price per share paid by each group:
<TABLE>
<CAPTION>
SHARES PURCHASED TOTAL CONSIDERATION AVERAGE
------------------ -------------------- PRICE PER
NUMBER % AMOUNT % SHARE
--------- ----- ----------- ----- ---------
<S> <C> <C> <C> <C> <C>
Existing stockholders(2)................................. 8,213,537 82.4% $18,352,056 67.7% $2.23
New investors(2)......................................... 1,750,000 17.6% $ 8,750,000 32.3% $5.00
--------- ----- ----------- ----- ---------
Total............................................... 9,963,537 100.0% $27,102,056 100.0% $2.72
--------- ----- ----------- ----- ---------
--------- ----- ----------- ----- ---------
</TABLE>
In addition, up to 5,080,927 shares of Common Stock are issuable upon the
exercise of certain options, warrants and other contractual rights. No assurance
can be given that these options, warrants or contractual rights will or will not
be exercised in whole or in part or at all. However, if all of such options,
warrants and contractual rights were exercised, purchasers of the Common Stock
in the Offering would experience immediate and substantial dilution in
percentage voting power, pro forma net tangible book value and earnings (loss),
in each case per share of Common Stock.
- ------------
(1) The Offering being made by the Company pursuant to this Prospectus is not
the Company's initial public offering.
(2) Does not include up to 5,080,927 shares of Common Stock issuable upon
conversion or exercise of certain securities or other contractual rights, as
follows: (i) warrants issued to holders of Series B Preferred Stock, which
are currently exercisable for 3,100,000 shares of Common Stock; (ii) the
Representatives' Warrants, exercisable for 210,000 shares of Common Stock;
(iii) warrants to be issued upon consummation of the Offering to certain
stockholders of the Company as consideration for their agreement to certain
lock-up arrangements, exercisable for an aggregate of up to 160,414 shares
of Common Stock, depending on the extent to which the Underwriters'
over-allotment options are exercised, if at all -- see 'Shares Eligible for
Future Sale' and 'Underwriting;' (iv) all other outstanding options,
warrants and other contractual rights, which are currently exercisable for
an aggregate of 1,245,135 shares of Common Stock; (v) the promissory notes
issued to the former shareholders of Metro in connection with the Company's
acquisition of Metro, which are currently convertible into an aggregate of
185,874 shares of Common Stock -- see 'Certain Transactions;' and (vi)
179,504 shares of Common Stock reserved for issuance but not yet issued
under the Company's 1991 Stock Option Plan. See 'Management -- Stock Option
Plan,' 'Description of Capital Stock' and 'Underwriting.'
20
<PAGE>
<PAGE>
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The following Unaudited Pro Forma Condensed Combined Balance Sheets have
been prepared based upon the unaudited interim condensed consolidated balance
sheet of the Company as of September 30, 1996 and the unaudited interim
condensed balance sheet of Metro as of September 30, 1996 and give effect to:
(i) the Company's acquisition of Metro; (ii) the Recapitalization; and (iii) the
application of the estimated net proceeds to the Company from the Offering
(after deducting underwriting discounts and commissions and estimated expenses
of the Offering payable by the Company), as if each had occurred as of September
30, 1996. The following Unaudited Pro Forma Condensed Combined Statements of
Operations for the fiscal year ended June 30, 1996 have been prepared based on
the audited historical consolidated statement of operations of the Company for
the year ended June 30, 1996 and the unaudited historical statements of
operations of Metro for the last six months of the year ended December 31, 1995
and the six months ended June 30, 1996. The following Unaudited Pro Forma
Condensed Combined Statements of Operations for the three months ended September
30, 1996 have been prepared based on the unaudited interim condensed
consolidated statement of operations of the Company for such period and the
unaudited interim condensed statement of operations of Metro for such period.
All of such Unaudited Pro Forma Condensed Combined Statements of Operations give
effect to the acquisition of Metro, the Recapitalization and the Offering as if
each such event had occurred as of July 1, 1995. Pro forma adjustments for each
such pro forma financial statement are described in the accompanying notes.
The following unaudited pro forma condensed combined financial information
is not necessarily indicative of the actual results of operations or financial
condition of the Company that would have been reported if the events described
above had occurred as of July 1, 1995 or September 30, 1996, as the case may be,
nor does such information purport to indicate either the results of the
Company's future operations or the Company's future financial condition. In the
opinion of management, all adjustments necessary to present fairly such pro
forma financial information have been made.
The pro forma condensed combined financial information should be read in
conjunction with 'Capitalization' and 'Management's Discussion and Analysis of
Financial Condition and Results of Operations' and with the financial statements
and notes thereto included elsewhere in this Prospectus.
21
<PAGE>
<PAGE>
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEETS
AS OF SEPTEMBER 30, 1996
(IN THOUSANDS)
<TABLE>
<CAPTION>
HISTORICAL
-------------------------------- PRO FORMA
ALL-COMM MEDIA METRO SERVICES -----------------------
CORPORATION GROUP, INC. ADJUSTMENTS COMBINED
-------------- -------------- ----------- --------
<S> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents....................... $ 1,180 $ 349 $ 7,263(A) $ 7,642
(150)(B)
(1,000)(D)
Accounts receivable net of allowance for
doubtful account of $6 for
All-Comm Media Corporation.................... 1,864 1,839 -- 3,704
Other current assets............................ 561 55 -- 616
-------------- ------- ----------- --------
3,606 2,243 6,113 11,961
Property and equipment at cost, net............. 494 243 -- 737
Intangible assets at cost, net.................. 7,755 -- 8,070(B) 15,976
150(B)
Other assets.................................... 36 50 -- 86
-------------- ------- ----------- --------
Total assets............................... $ 11,891 $2,536 $14,333 $28,759
-------------- ------- ----------- --------
-------------- ------- ----------- --------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term borrowings........................... $ 102 -- -- $ 102
Trade accounts payable.......................... 317 $2,189 -- 2,506
Accrued salaries and wages...................... 421 -- -- 421
Other accrued expenses.......................... 485 -- -- 485
Income taxes payable............................ -- 10 -- 10
Capital lease obligation, current portion....... -- 59 -- 59
Long-term obligations to related party, current
portion....................................... 700 -- -- 700
Related party payable........................... -- 25 -- 25
-------------- ------- ----------- --------
Total current liabilities.................. 2,026 2,283 -- 4,309
Long-term obligations to related party, less current
portion............................................ 1,342 -- $ 920(B) 2,262
Capital lease obligation less current portion........ -- 113 -- 113
Other liabilities.................................... 111 34 (84)(D) 61
-------------- ------- ----------- --------
Total liabilities.......................... 3,478 2,430 836 6,744
-------------- ------- ----------- --------
Stockholders' equity:
Convertible preferred stock..................... * -- *(D) --
Common stock.................................... 33 1 18(A) 100
18(B)
(1)(B)
31(D)
Additional paid-in capital...................... 14,901 -- 7,245(A) 28,512
7,238(B)
75(C)
(947)(D)
Accumulated deficit............................. (6,386) 105 (105)(B) (6,461 )
(75)(C)
Treasury stock.................................. (135) -- -- (135 )
-------------- ------- ----------- --------
Total stockholders' equity................. 8,412 106 13,497 22,015
-------------- ------- ----------- --------
Total liabilities and stockholders'
equity.............................. $ 11,891 $2,536 $14,333 $28,759
-------------- ------- ----------- --------
-------------- ------- ----------- --------
</TABLE>
- ------------
* Less than $1,000.
See accompanying Notes to these unaudited pro forma condensed combined balance
sheets.
22
<PAGE>
<PAGE>
NOTES TO UNAUDITED PRO FORMA CONDENSED
COMBINED BALANCE SHEETS
The Unaudited Pro Forma Condensed Combined Balance Sheets present the
historical balance sheets of All-Comm and Metro and pro forma adjustments as if
the Offering and the acquisition of Metro by the Company had taken place as of
September 30, 1996. The pro forma purchase accounting adjustments are summarized
as follows:
(A) Represents $8.8 million in cash proceeds to the Company from the
Offering of 1,750,000 shares of Common Stock at $5 per share, less
estimated offering costs of $1.5 million.
(B) Represents the purchase of Metro, which had net tangible assets of
$0.1 million, for $8.2 million (1,814,000 shares of Common Stock valued at
$4 per share and $1.0 million aggregate face amount of promissory notes
issued by the Company to the former shareholders of Metro; the promissory
notes, which have a stated interest rate of 6%, were discounted to $0.9
million to reflect an estimated effective interest rate of 10%). In
connection with the acquisition, the Company obtained three year covenants
not to compete from the former shareholders of Metro. Acquisition costs are
estimated to be $0.2 million.
The acquisition was accounted for as a purchase and assets and
liabilities were recorded at fair market values, which approximated net
book values. The purchase is summarized as follows (in thousands):
<TABLE>
<S> <C> <C>
Value of stock paid....................................................... $ 7,256
Promissory notes payable.................................................. 920
-------
Total purchase price................................................. 8,176
Acquisition costs......................................................... 150
-------
Total cost........................................................... 8,326
Less fair market value of:
Assets acquired...................................................... (2,536)
Liabilities assumed.................................................. 2,430
-------
Net tangible assets.................................................. (105)
------
Costs in excess of tangible net assets.................................... 8,220
Less estimated value of:
Covenants not to compete............................................. 650
Proprietary software................................................. 250
------
Goodwill.................................................................. $7,320
------
------
</TABLE>
(C) Represents the estimated value of warrants issued by the Company
in connection with the Offering to certain holders of Restricted Shares and
warrants having registration rights relating thereto in consideration for
such holders consent to certain modifications of their respective
registration rights. See 'Shares Eligible for Future Sale.' The expense is
non-recurring and will be charged in the fiscal quarter in which the
Offering is consummated.
(D) Represents (i) conversion of all 6,200 shares of Series B
Preferred Stock into 2,480,000 shares of Common Stock, (ii) exchange of
3,000,000 warrants issued in conjunction with the Series C Preferred Stock
for 600,000 Shares of Common Stock and the related repurchase of all 2,000
shares of Series C Preferred Stock for $1.0 million in cash and (iii)
conversion of $140,652 in dividends on the Series B Preferred Stock and the
Series C Preferred Stock into 28,130 shares of Common Stock (assuming
conversion on December 16, 1996).
23
<PAGE>
<PAGE>
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS
FOR THE FISCAL YEAR ENDED JUNE 30, 1996
AND THE THREE MONTHS ENDED SEPTEMBER 30, 1996
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SEPTEMBER 30,
YEAR ENDED JUNE 30, 1996 1996
--------------------------------------------------------------- --------------------------------
HISTORICAL HISTORICAL
-------------------------------- PRO FORMA --------------------------------
ALL-COMM MEDIA METRO SERVICES --------------------------- ALL-COMM MEDIA METRO SERVICES
CORPORATION GROUP, INC. ADJUSTMENTS COMBINED CORPORATION GROUP, INC.
--------------- -------------- ----------- --------- --------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Revenues............. $ 15,889 $8,094 -- $ 23,983 $ 3,932 $2,216
--------------- ------ ----------- --------- --------------- ------
Salaries and
benefits........... 12,712 1,978 -- 14,690 3,303 527
Direct costs......... 807 4,550 -- 5,357 145 1,256
Selling, general and
administrative..... 1,843 961 -- 2,804 545 242
Professional fees.... 626 181 -- 806 168 69
Amortization of
intangible
assets............. 362 -- $ 450 (A) 812 96 --
--------------- ------ ----------- --------- --------------- ------
Total operating
costs and
expenses....... 16,350 7,670 450 24,470 4,257 2,095
--------------- ------ ----------- --------- --------------- ------
Income (loss) from
operations......... (460) 424 (450 ) (487) (325) 121
Gain from sale of
land............... -- -- -- -- 90 --
Interest income...... 12 -- -- 12 10 --
Interest expense..... (488) -- (106 )(B) (594) (48) --
--------------- ------ ----------- --------- --------------- ------
Income (loss) before
income taxes....... (936) 424 (556 ) (1,068) (274) 121
Provision for income
taxes.............. (141) (29) -- (C) (170) (4) (5)
--------------- ------ ----------- --------- --------------- ------
Net income (loss).... $ (1,077) $ 395 $ (556 ) $ (1,238) $ (278) $ 116
--------------- ------ ----------- --------- --------------- ------
--------------- ------ ----------- --------- --------------- ------
Net income (loss)
attributable to
common
stockholders... $ (1,094) $ 395 $ (556 ) $ (1,256) $ (344) $ 116
--------------- ------ ----------- --------- --------------- ------
--------------- ------ ----------- --------- --------------- ------
Primary and fully
diluted loss
per share...... $(0.36) $(0.13) $(0.11)
Weighted average
common and common
equivalent shares
outstanding........ 3,068,278 6,672,130 (D) 9,740,408 3,214,884
--------------- ----------- --------- ---------------
--------------- ----------- --------- ---------------
<CAPTION>
PRO FORMA
--------------------------
ADJUSTMENTS COMBINED
----------- ---------
<S> <<C> <C>
Revenues............. $ 6,148
---------
Salaries and
benefits........... 3,830
Direct costs......... 1,401
Selling, general and
administrative..... 787
Professional fees.... 238
Amortization of
intangible
assets............. $ 112(A) 208
----------- ---------
Total operating
costs and
expenses....... 112 6,465
----------- ---------
Income (loss) from
operations......... (112) (317)
Gain from sale of
land............... 90
Interest income...... 10
Interest expense..... (27)(B) (75)
----------- ---------
Income (loss) before
income taxes....... (139) (292)
Provision for income
taxes.............. (C) (9)
----------- ---------
Net income (loss).... $ (139) $ (301)
----------- ---------
----------- ---------
Net income (loss)
attributable to
common
stockholders... $ (139) $ (368)
----------- ---------
----------- ---------
Primary and fully
diluted loss
per share...... $(0.04)
Weighted average
common and common
equivalent shares
outstanding........ 6,672,130(D) 9,887,014
----------- ---------
----------- ---------
</TABLE>
See accompanying Notes to these unaudited pro forma condensed combined
statements of operations.
24
<PAGE>
<PAGE>
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED
STATEMENTS OF OPERATIONS
The Unaudited Pro Forma Condensed Combined Statements of Operations for the
year ended June 30, 1996 combine the results of operations of the Company for
its fiscal year ended June 30, 1996 with the results of operations of Metro for
the year then ended. The Unaudited Pro Forma Condensed Combined Statements of
Operations for the three months ended September 30, 1996 combine the results of
operations of the Company for the three months then ended with the results of
operations of Metro for the three months then ended. The revenues and results of
operations of the combined businesses included in such pro forma financial
statements are not considered by management to be indicative of the anticipated
results of the business for the periods subsequent to the acquisition by the
Company, nor are they considered to be indicative of the results of operations
which might have been attained for the period presented.
The pro forma purchase accounting adjustments reflect the effect on the
combined results for the fiscal year ended June 30, 1996 and the three months
ended September 30, 1996 as if the Offering and the acquisition of Metro by the
Company had taken place as of July 1, 1995. The adjustments are summarized as
follows:
(A) Reflects amortization of $8.2 million in excess of costs over the
fair value of the net tangible assets acquired, including $0.7 million in
the aggregate in covenants not to compete and $0.3 million in proprietary
software. The covenants are amortized over their three year durations, the
proprietary software over its expected benefit period of five years and the
remainder of the excess of costs over fair value over its expected benefit
period of 40 years.
(B) Reflects interest expense incurred on $1.0 million aggregate face
amount of 6% promissory notes issued to former shareholders of Metro in
connection with the Company's acquisition of Metro. The promissory notes
were discounted to $0.9 million to reflect an estimated effective interest
rate of 10%.
(C) Prior to its acquisition by All-Comm, Metro had elected to be
taxed under the provisions of Subchapter S of the Internal Revenue Code of
1986, as amended (the 'Code') and, as a result, Metro's federal taxable
income or loss and tax credits were passed through to Metro's former
shareholders. Metro's provision for income taxes resulted from income taxes
due on taxable income for states which did not recognize Metro's S
corporation status. No pro forma tax provision has been made for federal
taxes in the pro forma condensed combined statements of operations due to
the availability of All-Comm's net operating loss carryforwards.
(D) Pro forma primary and fully diluted earnings per share include the
effect of issuance of (i) 1,814,000 shares of Common Stock in connection
with the Company's acquisition of Metro, (ii) 1,750,000 shares of Common
Stock in connection with the Offering and (iii) 3,108,130 shares of Common
Stock in connection with the Recapitalization, as if each such event had
occurred on July 1, 1995.
25
<PAGE>
<PAGE>
SELECTED FINANCIAL DATA
The following selected financial data of the Company as of June 30, 1996,
in the case of balance sheet data, and for the years ended June 30, 1995 and
1996, in the case of operating data, have been derived from the Company's
audited consolidated financial statements included elsewhere in this Prospectus.
The following selected financial data of the Company as of September 30, 1996,
in the case of balance sheet data, and for the three months ended September 30,
1995 and 1996, in the case of operating data, have been derived from the
Company's unaudited interim condensed consolidated financial statements included
elsewhere in this Prospectus. Operating results for the three months ended
September 30, 1996 are not necessarily indicative of the results of operations
for any subsequent period.
The following selected financial data of Metro as of December 31, 1995, in
the case of balance sheet data, and for the years ended December 31, 1994 and
1995, in the case of operating data, have been derived from Metro's audited
financial statements included elsewhere in this Prospectus. The selected
financial data of Metro presented below as of and for the nine months ended
September 30, 1995 and 1996 have been derived from Metro's unaudited financial
statements included elsewhere in this Prospectus. Metro's unaudited financial
statements include all adjustments, consisting of normal recurring accruals,
that the Company considers necessary for a fair presentation of Metro's
financial position and results of operations for those periods. Operating
results for the nine months ended September 30, 1996 are not necessarily
indicative of the results of operations for any subsequent period.
The data set forth below should be read in conjunction with 'Management's
Discussion and Analysis of Financial Condition and Results of Operations' and
the financial statements and notes thereto included elsewhere in this
Prospectus.
ALL-COMM MEDIA CORPORATION
<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEAR ENDED JUNE 30,(1) SEPTEMBER 30,(1)
------------------------ ------------------------
1995(2) 1996 1995 1996
---------- ---------- ---------- ----------
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
<S> <C> <C> <C> <C>
OPERATING DATA:(3)
Revenues............................................ $ 3,631 $ 15,889 $ 3,926 $ 3,932
Salaries and benefits............................... $ 3,139 $ 12,712 $ 3,162 $ 3,303
Direct costs........................................ $ 102 $ 807 $ 130 $ 145
Selling, general and administrative................. $ 1,121 $ 1,843 $ 387 $ 545
Professional fees................................... $ 459 $ 626 $ 145 $ 168
Amortization of intangible assets................... $ 65 $ 362 $ 90 $ 96
Total operating costs and expenses.................. $ 4,887 $ 16,350 $ 3,914 $ 4,257
Income (loss) from operations....................... $ (1,256) $ (460) $ 13 $ (325)
Total other income (expenses)....................... $ 1,200 $ (475) $ (96) $ 51
Loss from continuing operations before income
taxes............................................. $ (56) $ (936) $ (83) $ (274)
Provision for income taxes.......................... $ (75) $ (141) $ (53) $ (4)
Loss from continuing operations before discontinued
operations........................................ $ (131) $ (1,077) $ (136) $ (278)
Net gain from discontinued operations............... $ 241 $ -- $ -- $ --
Net income (loss)................................... $ 110 $ (1,077) $ (136) $ (278)
Net income (loss) attributable to common
stockholders...................................... $ 110 $ (1,094) $ (136) $ (344)
Weighted average common and common equivalent shares
outstanding....................................... 1,807,540 3,068,278 3,016,028 3,214,884
Net income (loss) per common share(4)............... $ 0.06 $ (0.36) $ (0.05) $ (0.11)
</TABLE>
26
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
JUNE 30, 1996 SEPTEMBER 30, 1996
------------- ------------------
(IN THOUSANDS)
<S> <C> <C>
BALANCE SHEET DATA:(3)
Cash and cash equivalents................................................ $ 1,393 $ 1,180
Working capital.......................................................... $ 1,651 $ 1,580
Intangible assets at cost, net........................................... $ 7,851 $ 7,755
Total assets............................................................. $13,301 $ 11,891
Long-term obligations to related party less current portion.............. $ 1,517 $ 1,342
Total stockholders' equity............................................... $ 8,251 $ 8,412
</TABLE>
- ------------
(1) SD&A had a fiscal year ending December 31 prior to its acquisition by the
Company.
(2) Reflects operations of Alliance and SD&A for the period beginning with the
Company's acquisition of Alliance on April 25, 1995.
(3) See 'Management's Discussion and Analysis of Financial Condition and Results
of Operations' for discussion of businesses discontinued and acquired in
1995.
(4) Primary and fully diluted income (loss) per common share are the same for
all periods presented. See Note 2 of Notes to Consolidated Financial
Statements of All-Comm.
METRO SERVICES GROUP, INC.
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER
YEAR ENDED DECEMBER 31,(1) 30,(1)
--------------------------- ---------------------------
1994 1995 1995 1996
------------- ------------- ------------- -------------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
OPERATING DATA:
Revenues..................................... $ 5,914 $ 8,096 $ 5,714 $ 5,769
Direct costs................................. $ 3,290 $ 4,653 $ 3,330 $ 3,175
Salaries and wages........................... $ 1,672 $ 1,792 $ 1,315 $ 1,567
Selling, general and administrative.......... $ 868 $ 899 $ 652 $ 746
Total operating expenses..................... $ 5,964 $ 7,520 $ 5,448 $ 5,662
Income (loss) before provision for income
taxes...................................... $ (50 ) $ 576 $ 266 $ 107
Provision for income taxes(2)................ $ 7 $ 35 $ 16 $ 5
Net income (loss)............................ $ (57 ) $ 541 $ 250 $ 101
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 31, 1995(1) SEPTEMBER 30, 1996
-------------------- ------------------
(IN THOUSANDS)
<S> <C> <C>
BALANCE SHEET DATA:
Cash.............................................................. $ 8 $ 349
Working capital (deficit)......................................... $ 178 $ (40)
Total assets...................................................... $2,505 $2,536
Total shareholders' equity (deficit).............................. $ 235 $ 106
</TABLE>
- ------------
(1) Metro had a fiscal year ending December 31 prior to its acquisition by the
Company.
(2) Prior to its acquisition by the Company, Metro had elected to be taxed under
the provisions of Subchapter S of the Code and, as a result, Metro's federal
taxable income or loss and tax credits were passed through to Metro's former
shareholders. Metro's provision for income taxes resulted from income taxes
due on taxable income for states which did not recognize Metro's S
corporation status.
27
<PAGE>
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with All-Comm's,
Metro's and SD&A's financial statements and notes thereto included elsewhere in
this Prospectus and the other financial and operating information included
elsewhere in this Prospectus. Certain statements under this caption
'Management's Discussion and Analysis of Financial Condition and Results of
Operations' constitute 'forward-looking statements' under the Reform Act. See
'Risk Factors -- Special Note Regarding Forward-Looking Statements.' For a more
complete understanding of the Company's operations, see 'Risk Factors' and
'Business.'
OVERVIEW
The Company acquired Alliance, which simultaneously acquired SD&A, on April
25, 1995. Accordingly, the Company's consolidated statements of operations and
consolidated statements of cash flows include the operations of Alliance and
SD&A starting on April 25, 1995. Because the Company's fiscal year ends on June
30 of each year, only approximately two months of Alliance's and SD&A's
operations were included in the Company's results of operations for fiscal 1995
but their results of operations for the entire year were included in fiscal
1996.
In addition, because the Company acquired Metro in October 1996, Metro's
operations are not included in any of the Company's historical consolidated
financial statements contained in this Prospectus, but are included separately.
See 'Index to Financial Statements.' For certain pro forma condensed combined
financial information which gives effect to the acquisition of Metro, see
'Unaudited Pro Forma Condensed Combined Financial Information.' In order to
conform with industry standards and to provide for a more meaningful comparison
between the Company's historical financial statements and such pro forma
financial information (and future financial statements), the Company has
reclassified certain accounts. See Note 2 of Notes to Consolidated Financial
Statements of All-Comm.
The Company has accounted for the acquisitions of Alliance and SD&A, and
will account for the acquisition of Metro, under the purchase method of
accounting.
During 1991, under the prior management, the Company acquired a 100%
interest in STI and changed the Company's name from Bristol Holdings, Inc. to
Sports-Tech, Inc. In 1993, the Company acquired the business of High School
Gridiron Report ('HSGR'). STI and HSGR supplied information services and
technology as well as academic, athletic and video data to high school, college
and professional coaches and student athletes. In November 1994, after a failed
business strategy, the prior management of the Company discontinued these
operations through the sale of STI and the cessation of the HSGR operation and
the Company's consolidated financial statements were reclassified to report the
net assets, operating results, gain on disposition and cash flows of these
operations as discontinued operations. In August 1995, following the
acquisitions of Alliance and SD&A, the Company again changed its name from
Sports-Tech, Inc. to All-Comm Media Corporation.
As a result of the Alliance and SD&A acquisitions and discontinued
operations, the Company's results of operations for fiscal years 1995 and 1996
are not directly comparable and the Company's historical results of operations
may not be indicative of future results.
The Company's revenues in fiscal 1995 and fiscal 1996 and for the three
months ended September 30, 1995 and 1996 consisted principally of fees earned by
the Company from telemarketing and telefundraising campaigns conducted on-site
at client locations and off-site at the Company's calling center in Berkeley,
California. Revenues from on-site campaigns are recorded when pledged cash is
received by the Company's clients. Revenues from operations at the Berkeley
calling center are recorded when the services are provided. On-site
telemarketing and telefundraising fees are generally based on an agreed upon
percentage of amounts received by a client from a campaign. Off-site fees are
typically based on an agreed upon amount per contact with a potential donor.
During fiscal 1995 and 1996 and for the three months ended September 30, 1995
and 1996, the Company's margins relating to off-site campaigns were generally
higher than margins relating to on-site campaigns.
For fiscal 1995 and 1996 and for the three months ended September 30, 1995
and 1996, salaries and benefits were the Company's principal expense category
and accounted for 86.5%, 80.0%, 80.5% and 84.0%, respectively, of revenues, and
64.2%, 77.8%, 80.8% and 77.6%, respectively, of total operating expenses.
28
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<PAGE>
Selling, general and administrative expenses were the Company's second most
significant expense category in fiscal 1995 and fiscal 1996 and for the three
months ended September 30, 1995 and 1996. Such expenses include the cost of
services the Company provides to manage its operating subsidiaries, and in
fiscal 1995 and for the three months ended September 30, 1995, its discontinued
operations. These expenses include rent, depreciation, public relations costs,
insurance premiums and costs relating to the identification and evaluation of
potential acquisitions and financing sources (excluding professional fees).
Direct costs include telephone, postage and other sales expenses relating
to the Berkeley calling center and costs associated with advertising for staff
for on-site campaigns. Professional fees include fees for outside consultants,
accountants and attorneys principally related to acquisition and financing
efforts and recurring audit and public reporting requirements.
Amortization of intangible assets relates to intangible assets acquired in
the simultaneous acquisitions of Alliance and SD&A on April 25, 1995. The
purchase prices for these acquisitions were substantially in excess of the book
value of the acquired assets. As a consequence, these acquisitions have
generated significant goodwill and have generated, and will continue to
generate, significant levels of amortization. Although amortization is a
non-cash charge, it decreases reported net income (or increases reported net
losses). Accordingly, the faster the Company expands by making such
acquisitions, the more likely it will be to incur additional amortization
charges. See Notes 2 and 3 of Notes to Consolidated Financial Statements of
All-Comm.
Interest expense for fiscal 1995 and fiscal 1996 and for the three months
ended September 30, 1995 and 1996 is principally comprised of interest on
indebtedness of the Company to the former owner of SD&A (the 'SD&A Seller
Debt'). See 'Certain Transactions -- Transactions Under Current Management After
Alliance Acquisition -- Transactions With Mr. Dunn.'
As of September 30, 1996, the Company had consolidated net operating loss
carryforwards of $2.0 million which may offset future income for U.S. federal
income tax purposes. The Company incurs state income taxes on taxable income at
the subsidiary level which cannot be reduced by losses incurred at the corporate
level.
RESULTS OF OPERATIONS
The following table sets forth for the fiscal periods indicated (i)
information derived from the Company's audited historical consolidated
statements of operations for the fiscal years ended June 30, 1995 and 1996, (ii)
information derived from the Company's unaudited interim condensed consolidated
statements of operations for the three months ended September 30, 1995 and 1996
and (iii) information derived from the unaudited historical statements of
operations of Metro for the nine months ended September 30, 1995 and 1996, in
each case expressed as a percentage of revenues.
<TABLE>
<CAPTION>
ALL-COMM MEDIA METRO SERVICES
ALL-COMM MEDIA CORPORATION GROUP, INC.
CORPORATION ---------------- ----------------
----------------
THREE MONTHS NINE MONTHS
YEAR ENDED JUNE ENDED SEPTEMBER ENDED SEPTEMBER
30, 30, 30,
---------------- ---------------- ----------------
1995 1996 1995 1996 1995 1996
----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C>
Revenues............................................. 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
----- ----- ----- ----- ----- -----
Salaries and benefits................................ 86.5 80.0 80.5 84.0 23.0 27.2
Direct costs......................................... 2.8 5.1 3.3 3.7 58.3 55.0
Selling, general and administrative.................. 30.9 11.6 9.8 13.9 11.4 12.9
Professional fees.................................... 12.7 3.9 3.7 4.3 2.7 3.0
Amortization of intangible assets.................... 1.8 2.3 2.3 2.4 -- --
----- ----- ----- ----- ----- -----
Total operating costs and expenses........... 134.6 102.9 99.7 108.3 95.4 98.2
----- ----- ----- ----- ----- -----
Income (loss) from operations........................ (34.6) (2.9) 0.3 (8.3) 4.6 1.8
Other income (expense)............................... 33.1 (3.0) 2.4 1.3 -- --
Provision for income taxes........................... (2.1) (0.9) (1.4) (0.1) (0.3) (0.1)
----- ----- ----- ----- ----- -----
Income (loss) from continuing operations before
discontinued operations............................ (3.6) (6.8) (3.5) (7.1) 4.4 1.8
Net gain from discontinued operations................ 6.6 -- -- -- -- --
----- ----- ----- ----- ----- -----
Net income (loss).................................... 3.0% (6.8)% (3.5)% (7.1)% 4.4% 1.8%
----- ----- ----- ----- ----- -----
----- ----- ----- ----- ----- -----
</TABLE>
29
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<PAGE>
ALL-COMM MEDIA CORPORATION
THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
Revenues of $3,932,000 in the three months ended September 30, 1996 (the
'Current Period') increased by $6,000 over revenues of $3,926,000 in the three
months ended September 30, 1995 (the 'Prior Period'). Revenues from on-site
telemarketing and telefundraising campaigns totaled $3,417,000 and $3,421,000,
respectively, or 86.9% and 87.1% of revenues in the Current and Prior Periods,
respectively. Revenues from off-site campaigns totaled $516,000 and $505,000,
respectively, or 13.1% and 12.9% of revenues, respectively, in the Current and
Prior Periods. During the three months ended September 30, 1995 and 1996, the
Company's margins relating to off-site campaigns were generally higher than
margins relating to on-site campaigns.
Salaries and benefits of $3,303,000 in the Current Period increased by
$142,000 over the Prior Period total of $3,161,000. Salaries and benefits also
increased as a percentage of revenues, from 80.5% in the Prior Period, to 84.0%
in the Current Period. Telemarketing sales labor expense increased by $152,000
in the Current Period. This increase was largely due to the commencement of
on-site campaigns for new clients in the Current Period (which generally require
a higher labor expense in the early years). Off-site and administrative salaries
at SD&A increased by $58,000, the majority of which, $32,000, was attributable
to salaries of newly-hired telemarketing sales representatives to staff the
relocated and expanded Berkeley calling center, and the balance of which
included the salary of a newly-hired human resources director. These increases
were partially offset by a $68,000 reduction in parent company administrative
salaries in the Current Period as compared to the Prior Period.
Direct costs of $145,000 in the Current Period increased by $15,000 over
direct costs of $130,000 in the Prior Period, primarily attributable to higher
telephone costs incurred for off-site campaigns.
Selling, general and administrative expenses of $545,000 in the Current
Period increased by $158,000, or 41%, over comparable expenses of $387,000 in
the Prior Period. Of the increase, $101,000 was attributable to SD&A and $57,000
to corporate administration. At SD&A, travel expense increased by $47,000 in the
Current Period principally as a result of bringing campaign managers to Los
Angeles for training on SD&A's new on-site software. Of the SD&A increase,
$11,000 was a one-time moving and additional rent expense due to relocating the
off-site calling center in August 1996 and the remaining increase of $43,000
resulted principally from an increase in printing, promotion and advertising
expenses. At the parent company level, public relations expenses increased by
$41,000 due to the hiring of a new firm in the Current Period. Parent company
travel expenses increased by $12,000 due to increased acquisition and financing
efforts. Directors fees of $9,000 were incurred for a September 1996 meeting; no
such meeting was held in the Prior Period. Net decreases of $5,000 resulted from
reductions in director and officer insurance premiums and other miscellaneous
items.
Professional fees of $168,000 in the Current Period increased by $23,000
over professional fees of $145,000 in the Prior Period. The Current Period
included a non-recurring charge of approximately $76,000 in consulting fees
attributable to the value of warrants acquired by former consultants during the
period. The Prior Period included accounting and legal fees incurred for
finalization of issues related to prior operations of the Company.
Amortization of intangible assets of $96,000 in the Current Period
increased by $6,000 over amortization of $90,000 in the Prior Period.
Amortization of the goodwill and a covenant-not-to-compete associated with the
Alliance and SD&A acquisitions on April 25, 1995 increased in the Current Period
due to an increase in goodwill of $850,000 as of June 30, 1996 resulting from
payments made to the former owner of SD&A based on the achievement of defined
results of operations of SD&A for the year then ended.
The Company recorded a net gain of $90,000 from the sale of its undeveloped
parcel of land in Laughlin, Nevada in August 1996, which gain was recorded net
of commissions and related selling expenses.
Interest expense of $48,000 in the Current Period decreased by $51,000
compared to $99,000 in the Prior Period due to principal payments on the SD&A
seller debt and reductions in the interest rate.
The provision for income taxes of $4,000 in the Current Period decreased by
$49,000 compared to $53,000 in the Prior Period. Despite consolidated losses
from continuing operations, the provision resulted from state and local taxes
incurred on taxable income at the operating subsidiary level which
30
<PAGE>
<PAGE>
could not be offset by losses incurred at the parent company level. As a result
of the foregoing factors, the Company's net loss increased from $136,000 (or
$0.05 per share) in the Prior Period to $278,000 ($344,481 (or $0.11 per share)
after preferred dividends attributable to common stockholders) in the Current
Period.
ALL-COMM MEDIA CORPORATION
FISCAL YEARS ENDED JUNE 30, 1996 AND 1995
Revenues of $15.9 million in fiscal 1996 increased by $12.3 million over
fiscal 1995 revenues, principally due to the inclusion of a full year of
operations of SD&A in fiscal 1996 as compared with the period from the date of
acquisition (April 25, 1995) to June 30, 1995 in fiscal 1995. Fiscal 1996
revenues from off-site campaigns totaled $2.7 million (16.7% of revenues) and
revenues from on-site telemarketing and telefundraising campaigns totaled $13.2
million (83.3% of revenues). During fiscal 1995 and 1996, the Company's margins
relating to off-site campaigns were generally higher than margins relating to
on-site campaigns.
Salaries and benefits of $12.7 million in fiscal 1996 increased by $9.6
million over salaries and benefits of $3.1 million in fiscal 1995, principally
due to the inclusion of a full year of operations of SD&A in fiscal 1996. As a
percentage of revenues, however, salaries and benefits declined from 86.5% to
80.0% because, in fiscal 1995 and fiscal 1996, the Company had a full year of
administrative salaries and benefits at the corporate level but only
approximately two months of revenues from the operations of SD&A in fiscal 1995.
Direct costs of $0.8 million in fiscal 1996 increased by $0.7 million over
direct costs of $0.1 million in fiscal 1995, principally due to the inclusion of
costs associated with the Berkeley calling center operations for all of fiscal
1996 as well as $0.2 million in costs associated with advertising for staff for
on-site campaigns in fiscal 1996.
Selling, general and administrative expenses of $1.8 million in fiscal 1996
increased by $0.7 million, or 64.4%, over $1.1 million of such expenses in
fiscal 1995, principally due to the inclusion of a full year of operations of
SD&A in fiscal 1996. Professional fees of $0.6 million in 1996 increased by
approximately $0.2 million, or 36.2%, over professional fees of $0.5 million in
fiscal 1995, principally due to legal and accounting fees incurred in connection
with the evaluation of potential acquisitions and financing sources.
Amortization of intangible assets of $0.4 million in fiscal 1996 increased
by $0.3 million over amortization of approximately $65,000 in fiscal 1995, due
to the amortization of the goodwill and a covenant-not-to-compete associated
with the Alliance and SD&A acquisitions on April 25, 1995.
The Company had other expense of $0.5 million in fiscal 1996 compared to
other income of $1.2 million in fiscal 1995, a decrease of $1.7 million,
principally due to increases in fiscal 1996 interest expense related to the SD&A
Seller Debt. In fiscal 1995, the Company had nonrecurring net gains from sales
of securities of $1.6 million, which were partially offset by a loan commitment
fee of $0.3 million in connection with the original purchase of such securities.
See 'Certain Transactions -- Transaction Under Former Management Prior to
Alliance Acquisition -- Florida Gaming Corporation Loan.'
The provision for income taxes in fiscal 1996 of $141,000 increased by
approximately $66,000, or 88.1%, over the provision for income taxes of $75,000
in 1995. The provision for income taxes increased, despite losses from
continuing operations, as a result of state and local taxes incurred on taxable
income at the operating subsidiary level. Under applicable tax law, such taxes
at the operating subsidiary level could not be offset by losses incurred at the
corporate level.
The gain on sale of, and loss from, discontinued operations in fiscal 1995
relates to the STI and HSGR operations which were either sold or closed in
fiscal 1995 as a condition precedent to the acquisition of Alliance. No amounts
related to discontinued operations were incurred in fiscal 1996.
As a result of the foregoing factors, the Company had a net loss of $1.1
million in fiscal 1996 as compared to net income of $0.1 million in 1995.
31
<PAGE>
<PAGE>
METRO SERVICES GROUP, INC.
NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
Metro generates revenues from the development and marketing of
information-based services used primarily in direct marketing programs and
fundraising campaigns. These services, which are usually integrated, include:
(i) database management, which includes updating and maintaining client
databases; (ii) data processing; (iii) list services; and (iv) as an ancillary
service (through outsourcing), creating, printing and mailing of brochures. See
'Business -- Services.' Metro recognizes revenues as services are performed.
Revenues of $5.8 million for the first nine months of 1996 increased by $55,000,
or 1.0%compared to $5.7 million for the first nine months of the prior year,
notwithstanding the loss of Metro's two largest clients. Such clients were to be
acquired by other firms during the first quarter of 1996 and, as a result, no
longer required Metro's services. On a combined basis, those two clients
accounted for 17.0%, 13.1% and 2.0% of Metro's revenues for the year ended
December 31, 1995 and the nine months ended September 30, 1995 and 1996,
respectively. The loss of such revenues in the first nine months of 1996 was
offset by $0.8 million in revenues from new clients during the same period.
Subsequent to June 30, 1996, one such client resumed business with Metro after
its proposed acquisition was not consummated.
Salaries and benefits of $1.6 million for the nine months ended September
30, 1996 increased by approximately $0.3 million, or 19.2%, compared to $1.3
million for the first nine months of the prior year. The increase was primarily
due to staffing increases in the 1996 period in connection with anticipated
client activity as well as the opening of a Los Angeles sales office.
Direct costs for Metro are principally the costs of lists and other data
purchased for clients from third parties. Direct costs for Metro also include
commissions payable to third party list owners for lists rented to clients, as
well as printing and fulfillment costs incurred on behalf of clients. Direct
costs of $3.2 million for the first nine months of 1996 decreased by $0.2
million, or 4.7%, from direct costs of $3.3 million for the comparable period in
1995 reflecting the approximately equal revenues in both years. As a percentage
of revenues, direct costs decreased from 58.3% to 55.0%, which levels are
consistent with historical patterns.
Selling, general and administrative expenses for Metro are principally
comprised of rent, promotion, insurance, utilities, and postage and delivery.
Selling, general and administrative expenses of $0.8 million for the first nine
months of 1996 increased by approximately $95,000, or 14.5%, from $0.7 million
for the first nine months of 1995. The increase was principally the result of
increases in promotional expenses relating to advertising and depreciation
expenses related to fixed asset additions, partially offset by a decrease in
rent expense relating to the expiration of a lease for the Company's former
facilities which the Company had sublet at a loss.
Prior to its acquisition by All-Comm, Metro had elected to be taxed under
the provision of Subchapter S of the Code and, as a result, Metro's federal
taxable income or loss and tax credits were passed through to Metro's former
shareholders. Metro's provision for income taxes resulted from income taxes due
on taxable income for states which did not recognize Metro's S corporation
status.
Primarily as a result of the foregoing factors, the Company had net income
of approximately $80,000 for the first nine months of 1996 compared to net
income of approximately $0.2 million for the first nine months of 1995.
METRO SERVICES GROUP, INC.
YEARS ENDED DECEMBER 31, 1995 AND 1994
Revenues of $8.1 million in 1995 increased by $2.2 million, or 36.9%, over
revenues of $5.9 million in 1994, principally due to increases in revenues from
database management and list brokerage, and increasing penetration of the
financial services sector. In 1995, 17.0% of Metro's revenues were generated by
two clients as compared to 10.9% in 1994.
Salaries and benefits of $1.8 million in 1995 increased by $0.1 million, or
7.2%, over $1.7 million in 1994, principally due to merit pay increases in 1995.
As a percentage of revenues, however, salaries and benefits decreased from 28.3%
in 1994 to 22.1% in 1995, principally due to Metro's limiting its hiring
activities in 1995 to active projects rather than hiring in anticipation of
growth as had been done in 1994.
32
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<PAGE>
Direct costs of $4.7 million in 1995 increased by $1.4 million, or 41.4%,
from direct costs of $3.3 million in 1994, principally as a result of the
related increases in revenues. As a percentage of revenues, however, direct
costs increased from 55.6% in 1994 to 57.5% in 1995, which levels are consistent
with historical patterns.
Selling, general and administrative expenses of $0.9 million in 1995
increased by approximately $31,000, or 3.6%, compared to the 1994 level, due in
part to increased travel and entertainment expenses associated with the growth
of Metro's out-of-state business.
Prior to its acquisition by All-Comm, Metro had elected to be taxed under
the provision of Subchapter S of the Code and, as a result, Metro's federal
taxable income or loss and tax credits were passed through to Metro's former
shareholders. Metro's provision for income taxes resulted from income taxes due
on taxable income for states which did not recognize Metro's S corporation
status.
Principally as a result of the foregoing factors, the Company had net
income of $0.5 million in 1995 compared to a net loss of approximately $57,000
in 1994.
LIQUIDITY AND CAPITAL RESOURCES
ALL-COMM MEDIA CORPORATION
The parent company's assets consist primarily of the stock of its
subsidiaries. At September 30, 1996 and June 30, 1996, on a consolidated basis,
the Company had cash and cash equivalents of $1.2 million and $1.4 million,
respectively, and accounts receivable, net of allowances for doubtful accounts,
of $1.9 million and $2.7 million, respectively. On August 16, 1996, the Company
sold its land in Laughlin, Nevada for $1.0 million in cash.
The Company generated losses from operations of $1.3 million in fiscal
1995, $0.5 million in fiscal 1996, and $0.3 million in the Current Period. In
April 1996, at the parent company level, the Company experienced a liquidity
crisis and was unable to satisfy its payroll and other compensation obligations
as a result of the prohibition on the upstreaming of cash from SD&A contained in
the operating covenants agreement, now terminated, with Mr. Dunn, the seller of
SD&A. The Company met its liquidity requirements in fiscal 1995 and 1996,
including during its liquidity crisis in April 1996, and the Current Period
principally through financing activities in the form of private placements of
Common Stock, preferred stock and warrants. In the Current Period, $0.5 million
was used in the Company's financing activities. In fiscal 1996, the Company's
financing activities provided $1.6 million. See Note 13 of Notes to Consolidated
Financial Statements of All-Comm. At June 30, 1996, SD&A had a $0.5 million line
of credit with a bank, which was fully drawn at such date. During the Current
Period, the Company repaid $0.4 million on the line. The Company is exploring
the possible replacement of such line of credit with a larger credit facility
with a different institution. No assurance can be given that the Company will be
able to obtain such a replacement credit facility, or that any such replacement
credit facility will be larger than the existing facility.
The Company used $0.4 million in cash for operating activities in the
Current Period. Due to seasonal decreases in revenues and certain related
expenses between the fourth and first fiscal quarters, at September 30, 1996,
accounts receivable relating to the SD&A operation decreased $0.8 million and
trade accounts payable and accrued liabilities decreased $0.9 million compared
to levels at June 30, 1996. In part due to certain seasonal marketing patterns
and subscriptions, revenues are expected to decrease during the second and third
fiscal quarters. However, starting in October 1996, the Company will recognize
the results of operations of Metro. The fourth calendar quarter, which is the
Company's second fiscal quarter, has historically been Metro's strongest. The
Company cannot predict the degree to which, on a consolidated basis, these
trends will continue.
In fiscal 1996, the Company used $0.9 million in cash for operating
activities, principally due to net losses incurred during the first full year
following the acquisition of SD&A. While the SD&A operations generated both
income from operations and net income during fiscal 1996, such amounts were
offset by legal, accounting and other expenditures of approximately $1.4 million
incurred by the parent company in connection with the implementation of the
Company's business strategy, including identification and evaluation of
potential acquisitions and financing sources, and obligations associated with a
prior registration statement and other remaining obligations associated with the
activities of the prior management. The Company's management has satisfied
substantially all known remaining
33
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<PAGE>
payment obligations arising from activities of the prior management. Additional
cash used in fiscal 1996 resulted from an increase in accounts receivable at
SD&A of $0.6 million due to increases in sales.
In the Current Period, net cash of $0.6 million was provided from investing
activities. In fiscal 1996, the Company used $0.6 million in investing
activities, most of which ($0.5 million) was a contingent cash payment to Mr.
Stephen Dunn, the former shareholder and current President of SD&A, as a result
of SD&A's meeting specified financial targets with respect to such fiscal year.
Capital expenditures in fiscal 1996 of $0.1 million were principally leasehold
improvements to increase the usable space at SD&A's offices. The Company moved
its Berkeley calling center in August 1996 at a cost of approximately $0.1
million. Purchases of property and equipment of $0.2 million resulted primarily
from the Company's relocation and expansion of its Berkeley calling center in
August 1996. The Company intends to refinance approximately $.14 million of the
expansion and relocation costs through bank borrowings under SD&A's credit
facility.
On April 25, 1995, Alliance and SD&A were acquired for 1,025,000 shares of
Common Stock valued at $2.7 million plus approximately $0.5 million of
acquisition costs. Liabilities assumed as a result of such acquisitions totaled
$6.7 million including the SD&A Seller Debt in the original aggregate principal
amount of $4.5 million, payable with interest at prime over a four year period.
Payments due in fiscal 1996 on the SD&A Seller Debt originally totaled $1.5
million, payable in quarterly installments. Additional contingent payments of up
to $0.85 million per year over the three year period ending June 30, 1998 may be
required to be made to Mr. Dunn based on achievement of defined results of
operations of SD&A. At the Company's option, up to one half of the additional
contingent payments may be made with restricted Common Stock of the Company
subject to certain registration rights. SD&A achieved its defined results of
operations during fiscal 1996 and $0.425 million was paid in cash and $0.425
million accrued in stock, as of June 30, 1996. See 'Certain
Transactions -- Transactions Under Current Management After Alliance
Acquisition -- Transactions with Mr. Dunn.'
In October 1995, the Company increased its cash balances by entering into
an option agreement whereby, in consideration of a cash payment to the Company
of $.15 million, an unaffiliated third party was granted an option to purchase
the Company's undeveloped land in Laughlin, Nevada, for $2.0 million. The option
agreement expired on April 8, 1996, and was extended until July 8, 1996. The
Company bought back the option in July 1996 for $0.15 million, pursuant to a put
provision in the option agreement. On August 16, 1996 the land was sold to
another unaffiliated third party, by auction, for $1.0 million in cash. The
Company received proceeds of $0.9 million from the sale, net of commissions and
related selling expenses.
In June 1996, the Company completed a private placement with certain
accredited investors of 6,200 shares of Series B Preferred Stock for $3.1
million and 2,000 shares of Series C Preferred Stock for $1.0 million.
In addition, the Company issued warrants to the holders of the Series B
Preferred Stock to purchase a total of 3,100,000 shares of Common Stock at an
exercise price of $2.50 per share exercisable for three years, starting with and
subject to the availability of shares following stockholder authorization of
additional common shares. The Company also issued warrants to holders of the
Series C Preferred Stock to purchase 3,000,000 shares of Common Stock at an
exercise price of $3.00 per share exercisable for three years, starting with and
subject to the availability of shares following stockholder authorization of
additional common shares.
The proceeds of the sale of Series B Preferred Stock and the Series C
Preferred Stock were used by the Company to pay approximately $2.0 million on
account of the SD&A Seller Debt. The remaining $2.1 million of long-term
obligations to Mr. Dunn are payable in 36 monthly principal payments of $58,333
plus interest at 8%, beginning September 19, 1996. In June 1996, the Company
paid $0.8 million in connection with the repurchase of 10,000 shares of
previously outstanding Series A Preferred Stock issued in the private placement
in May 1996. The balance of the proceeds are being used for working capital and
general corporate purposes.
In connection with the Metro acquisition, the Company issued promissory
notes to the former shareholders of Metro in an aggregate face amount of $1.0
million. Such notes bear interest at 6% per annum, are scheduled to mature June
30, 1998 and are convertible at the option of the holders thereof into 185,874
shares of Common Stock.
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Due to contingent payments earned as of June 30, 1996 based on SD&A's
earnings, amortization expense will increase by $22,000 in fiscal 1997.
Additional contingent payments may be due at the end of fiscal 1997 and 1998,
which will continue to increase amortization expense in subsequent years. Also,
the acquisition of Metro in October 1996 will result in increased amortization
expense during fiscal 1997, currently estimated to be $0.3 million in fiscal
1997.
Due to prepayment and restructuring in June 1996, interest on the SD&A
Seller Debt will decrease significantly in fiscal 1997. See 'Certain
Transactions -- Transactions Under Current Management After Alliance
Acquisition -- Transactions with Mr. Dunn.'
In July 1996, All-Comm publicly announced the proposed acquisition of
Metro. The announcement contained a forward-looking statement that the Company
expected Metro's revenues 'to be comfortably in excess of $10.0 million for the
fiscal year ending June 30, 1997.' Such forward-looking statement is only an
estimate and is not a guarantee of future results. Metro's revenues for such
year may vary from the estimate and such variations may be material. Numerous
factors, many of which are beyond the Company's control, could cause Metro's
actual revenues for such year to be materially different from those expected at
the time of the public announcement. Such factors include those listed under the
heading 'Risk Factors,' in particular those under the subheadings 'Limited
Operating History; Absence of Combined Operating History; Lack of Consolidated
Profitable Operations,' 'Risks Associated with Acquisition and Growth Strategy,'
'Lack of Long-Term Contracts,' 'Government Regulation and Privacy Issues,'
'Rapid Technological Change,' 'Risk of Equipment Failure,' 'Cyclicality,'
'Competition,' 'Dependence upon Key Personnel' and 'Dependence on Relationships
with Data Suppliers.'
The Company believes that the net proceeds of the Offering and funds
available from operations, including the operations of Metro, and from the
August 1996 sale of the Laughlin, Nevada land should be adequate to finance its
operations and enable the Company to meet interest and debt obligations through
its fiscal year ending June 30, 1998. In conjunction with the Company's
acquisition and growth strategy, additional financing may be required to
complete such acquisitions and to meet potential contingent acquisition
payments. There can be no assurance, however, that such capital, if required,
will be available on terms acceptable to the Company, if at all. See 'Risk
Factors -- Possible Need for Additional Financing.'
The Company generated losses due, in part, to costs in fiscal 1995 and 1996
and in the first quarter of fiscal 1997 associated with increased legal,
accounting and administrative expenses related to identifying, evaluating and
negotiating potential acquisitions consistent with the Company's growth strategy
and with the obtaining of financing for such acquisitions, some of which
acquisitions were never consummated. Although expenses related to the Company's
growth strategy are likely to continue as the Company pursues new acquisitions
in furtherance thereof, the Company believes that by implementing a plan to
reduce overhead and administrative expenses and by including earnings generated
by Metro and increasing earnings generated by SD&A, which reported net income of
$0.4 million and $1.2 million, respectively, for the year ended June 30, 1996
(which in the case of Metro is unaudited), the Company has the ability to become
profitable. No assurance can be given as to whether or when the Company will be
able to attain profitability.
The Company will incur a non-recurring non-cash charge estimated to be
$75,000 in the fiscal quarter in which the Offering is consummated, as a result
of the issuance by the Company of warrants exercisable for an aggregate of up to
160,414 shares of Common Stock to certain stockholders of the Company as
consideration for the agreement of such stockholders to certain lock-up
arrangements. The estimated charge is based on the estimated fair value of such
warrants. Such warrants are exercisable at an exercise price equal to the
initial price to public of the Common Stock in the Offering (except in the case
of warrants exercisable for an aggregate of up to 9,386 shares of Common Stock
to be issued to two stockholders, the exercise price of which is $1.00 above
such initial price to public). In addition, up to 5,080,927 shares of Common
Stock are issuable upon exercise of certain options, warrants or other
contractual rights, depending on the extent to which the Underwriters'
over-allotment options are exercised, if at all. Although no assurance can be
given that any of such options, warrants or other contractual rights will or
will not be exercised in whole or in part or at all, if all of such options,
warrants and other contractual rights having exercise prices at or below the
assumed public offering price for the Common Stock of $5 per share were
exercised, the aggregate proceeds to the Company
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resulting therefrom would be approximately $12.5 million. The Company expects
that it would use such proceeds, if any, for general corporate purposes,
including possible future acquisitions.
METRO SERVICES GROUP, INC.
Metro's primary source of working capital is cash provided by operating
activities. In the year ended December 31, 1995 and the first nine months of
1996, Metro generated cash from operating activities of approximately $39,000
and $0.7 million, respectively. The cash provided by operating activities in the
first nine months of 1996 was generated largely from increases in collections of
accounts receivable. Metro's days revenue in accounts receivable, which
typically ranges from 70 days to 100 days, is expected to continue and is not
expected to significantly impact the Company's liquidity. Cash at September 30,
1996 was approximately $0.3 million. Metro had no committed lines of credit at
such date and does not have any current plans to obtain any such commitment.
Metro's capital expenditures consist primarily of computer hardware,
software and related equipment and office equipment. Investments in such fixed
assets in 1995 and the first nine months of 1996 were approximately $43,000 and
$0.2 million, respectively, including a purchase of computer equipment under a
capital lease obligation. Metro expects to receive from All-Comm between $1.7
million and $2.0 million of the net proceeds of the Offering for investments in
such fixed assets, principally computer hardware and software.
Prior to its acquisition by All-Comm, Metro had elected to be taxed under
the provisions of Subchapter S of the Code and, as a result, Metro's federal
taxable income or loss and tax credits were passed through to Metro's former
shareholders. Metro's provision for income taxes resulted from income taxes due
on taxable income for states which did not recognize Metro's S corporation
status. In addition, in order to permit its shareholders to meet their tax
obligations resulting from Metro's 1995 operations, during the first nine months
of 1996 Metro paid dividends of approximately $0.2 million to its shareholders.
As a result of All-Comm's acquisition of Metro, Metro is no longer an S
corporation. During the first nine months of 1996, Metro advanced $50,000 to one
of its shareholders. In addition, during the first nine months of 1996, Metro
repaid a loan from a related party of $6,797. See 'Certain
Transactions -- Transactions Under Current Management After Alliance
Acquisition.'
NEW ACCOUNTING PRONOUNCEMENTS
Financial and Accounting Standards Board ('FASB') Statement of Financial
Accounting Standards No. 121, 'Accounting for the Impairment of Long-Lived
Assets for Long-Lived Assets to be Disposed of,' which is effective for
financial statements for fiscal years beginning after December 15, 1995, is not
anticipated to have a material effect on the Company's consolidated financial
statements.
Statement of Financial Accounting Standards No. 123, 'Accounting for
Stock-Based Compensation' ('SFAS 123'), which is effective for financial
statements for fiscal years beginning after December 15, 1995, establishes new
financial accounting and reporting standards for stock-based compensation plans.
Entities will be allowed to measure compensation cost for stock-based
compensation under SFAS 123 or APB Opinion No. 25, 'Accounting for Stock Issued
to Employees.' The Company has elected to continue the accounting treatment of
such compensation pursuant to APB Opinion No. 25. However, effective for fiscal
1997 the Company is required to make pro forma disclosure of net income and
earnings per share as if the provisions of SFAS 123 had been applied.
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BUSINESS
All-Comm provides database management services, custom
telemarketing/telefundraising services and other direct marketing services to a
diverse group of approximately 600 clients located throughout the United States.
These services include customer and market data analysis, database creation and
analysis, data warehousing, merge/purge, predictive behavioral modeling, list
processing, brokerage and management, data enhancement, other direct marketing
information services and custom outbound telemarketing/telefundraising services.
Through this combination of services, the Company assists its clients in
defining target markets and uses sophisticated data analysis to support and
track the results of clients' direct marketing campaigns. The Company believes
its expertise in applying these direct marketing tools increases the
productivity of its clients' marketing expenditures.
The Company's value-added premium services have enabled it to become a
leading provider of database management services, custom
telemarketing/telefundraising services and other direct marketing services to
performing arts and cultural institutions in the United States. The Company's
clients include Lincoln Center for the Performing Arts, Kennedy Center for the
Performing Arts, Art Institute of Chicago, Dallas Symphony, Carnegie Hall, New
York Philharmonic, Los Angeles Philharmonic, Boston Symphony, Atlanta Opera,
Detroit Symphony, New York University, UCLA and numerous public broadcasting
stations. In addition, the Company renders database management and direct
marketing services to such commercial clients as The Shubert Organization, Crain
Communications, The CIT Group, 3Com Corporation, Mitsubishi Electronics and
UNOCAL. Since January 1996, the Company has begun providing services to new
clients including Seattle Art Museum, Walt Disney Company, Avery Dennison,
Countrywide Insurance and Nomura Asset Capital Corporation.
The Company utilizes industry specific knowledge and proprietary database
software applications developed at its data center in New York City to produce
customized data management and direct marketing solutions for its clients. The
Company's custom telemarketing/telefundraising services are conducted both
on-site at client-provided facilities and also at the Company's calling center
in Berkeley, California. By providing these services, the Company seeks to
become an integral part of its clients' marketing programs which the Company
believes fosters long-term client relationships and provides opportunities for
recurring revenues and business growth.
THE DIRECT MARKETING INDUSTRY
Overview. Direct marketing is used for a variety of purposes including
lead-generation and prospecting for the acquisition of new customers, enhancing
existing customer relationships, exploring the potential for new products and
services and establishing new products. Unlike traditional mass marketing, which
aims at a broad audience and focuses on creating image and general brand or
product awareness, successful direct marketing requires the identification and
sophisticated analysis of relationships between customers and their purchasing
patterns. Such patterns enable businesses to more easily identify and create a
customized message aimed at a highly defined audience. This communication is
intended to produce more favorable responses from customers or prospects who
have been approached in a more individualized manner as compared to mass
marketing. Previously, direct marketing activity consisted principally of direct
mail, but now has expanded into the use of multiple mediums including
telemarketing, print, television, radio, video, CD-ROM, on-line services, the
Internet and a variety of other interactive marketing formats.
The analysis, enhancement and management of customer information and
related marketing data are integral to the successful implementation of a direct
marketing program. Database management capabilities allow for the creation of
lists of customers with specific, identifiable attributes. Direct marketers
utilize such lists to customize messages and marketing programs that generate
new customers whose purchasing patterns can be statistically analyzed to isolate
key determinants. In turn, this enables direct marketers to continually evaluate
and adjust their marketing programs, and to measure customer response rates in
order to assess returns on marketing expenditures, which the Company believes
increases the effectiveness of such marketing programs.
Database management covers a range of services, including general marketing
consultation, execution of marketing programs and the creation and development
of customer databases and sales tracking and data analysis software. Data
analysis software consolidates and analyzes customer profile
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information to find common characteristics among buyers of certain products. The
results of such tracking and analysis are used to define and match customer and
product attributes from millions of available database files for future direct
marketing applications. The process is one of continual refinement, as the
number of points of contact with customers increases, together with the
proliferation of mediums available to reach customers.
Telemarketing/telefundraising projects generally require significant
amounts of customer information supplied by the client or third party sources.
Custom telemarketing/ telefundraising programs seek to maximize a client's
direct marketing project results by utilizing appropriate databases to
communicate with a highly specific audience having identifiable demographics.
This customization is often achieved through sophisticated and comprehensive
data analysis which identifies psychographic, cultural and behavioral patterns
and preferences, in specific geographic markets.
Industry Growth. The use of direct marketing by businesses has increased
over the last few years due in part to the relative cost efficiency of direct
marketing compared to mass marketing, as well as the rapid development of more
powerful and more cost-effective information technology and data capture
capabilities. According to industry sources, over the next decade, demographic
shifts and changes in lifestyle, combined with a proliferation of new marketing
mediums, are expected to create higher demand for marketing information and
services that provide businesses with direct access to their customers and a
more efficient means of targeting specific audiences and developing long-term
customer relationships. According to the DMA, expenditures for direct marketing
services in 1995 were approximately $134.0 billion, the largest component of
which, $54.1 billion, was attributable to telemarketing. The DMA has estimated
that annual telemarketing expenditures may grow to $78.9 billion by the year
2000. According to other industry sources, total expenditures for database
management services in the United States, including services used by direct
marketing and other industries, were estimated to have been $3.2 billion in 1993
and are projected to grow at a compound annual rate of 29% through 1998.
The Company believes that more businesses will seek to utilize marketing
information systems and data analysis, enhancement and management to identify
customer attributes and behaviors, in order to apply direct marketing
methodologies to a wider range of marketing and media applications. Corporate
marketing departments often lack the technical expertise to create, manage and
control these aspects of the direct marketing process. As a result, the Company
believes that there is a growing trend among direct marketers to utilize or rely
on service providers to implement direct marketing programs.
Industry Consolidation. The direct marketing industry is extremely
fragmented. According to industry sources, there are almost 11,000 direct
marketing service and database service businesses in the United States. The
Company believes that most of such businesses are small, specialized companies
which offer limited services and/or limited expertise and industry
specialization. However, industry consolidation has increased in the last few
years resulting in a greater number of large companies providing services
similar to those provided by the Company. See ' -- Competition.' The Company
believes that much of this consolidation is due to: (i) the economies of scale
expected to be obtained by direct marketing service providers in hardware,
software and other marketing resources; (ii) the objective of direct marketing
service providers to cross-sell services; and (iii) the growing need to
coordinate various components of direct marketing and media programs within a
single, reliable environment. The Company believes these trends are likely to
continue due in part to client demand for more cost-effective service to perform
increasingly complex functions that support such marketing and media programs.
GROWTH STRATEGY
As the markets for the Company's services continue to demand increasingly
sophisticated database management services, custom telemarketing/telefundraising
services and other direct marketing services, the Company believes that there
are significant growth opportunities to continue to expand its business. The
Company seeks to become a leading provider of these services by providing a more
comprehensive approach to servicing the needs of its clients' marketing
programs. Accordingly, the key elements of the Company's growth strategy are as
follows:
Increase Revenues by Expanding the Range of Services Offered and by
Cross-Selling. The Company intends to generate additional revenues from existing
clients by offering a wider range of direct
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marketing services while maintaining its current level of quality and
performance. To effect this strategy, the Company is focused on assembling a
sophisticated spectrum of direct marketing services, including enhancing and
expanding outbound custom telemarketing/telefundraising services, market
research, training, marketing, consulting, and database management services and
making available to its clients an array of ancillary services that include
electronic and other multimedia mediums, including the Internet and other
on-line services, for inclusion within their marketing programs. In particular,
the Company will utilize its technological and industry expertise to provide
flexible solutions designed to meet its clients' specialized requirements
through an integrated approach to direct marketing programs and improved
coordination between its database capabilities and its value-added premium
telemarketing services.
Deepen Market Penetration. The Company intends to capitalize on its areas
of core competencies and industry specific expertise, particularly in the
performing arts and cultural markets, which it believes will enable it to
maintain a competitive advantage within these markets. For example, the live
entertainment and events marketing industry spends substantial amounts on
advertising and direct marketing programs which utilize many of the Company's
services, such as audience analysis, customer profiling, database creation and
management, list processing services, telemarketing for products and ticket
sales, and direct marketing support for media events, retail and catalog sales.
The Company believes its expertise in database management and custom
telemarketing will permit it, over time, to gain an increasing share of the
industries which it currently serves.
The Company also intends to apply its expertise and know-how with respect
to industries served to a more limited extent by the Company. The Company
believes that its broad and well-known client base, and its quality service and
performance, will enable the Company to gain further acceptance in such
industries as publishing, live entertainment and events marketing, public
broadcasting, financial services (including credit card, home mortgage and home
equity services), education, travel and leisure and healthcare, all of which
have been identified by the Company as potential growth areas for the Company's
direct marketing services.
Further Develop Existing and Create New Proprietary Software and Database
Management Applications. The Company intends to continue to develop existing and
new proprietary software products and services that allow customized data
processing and enhancement of a client's direct marketing databases. These
software products and services also improve the effectiveness of telemarketing
programs and the management of client information. The Company intends to
continue to expand its direct marketing service offerings, particularly with
software designed to create and manage large relational and/or multidimensional
databases, and its ability to integrate such data with different marketing
programs developed in collaboration with its clients.
Increase Capacity for Telemarketing/Telefundraising Services and Enhance
On-Site Data and Calling Systems. The Company has recently expanded its calling
center facilities in Berkeley, California to accommodate more calling stations
and upgraded technology in order to increase revenues, improve margins and
afford greater efficiency in client direct marketing programs. The Company
intends to implement similar technological improvements at its on-site locations
through new technology configurations and software systems that link information
with client databases and direct marketing programs and to further upgrade both
the Berkeley calling center and these on-site locations as needed.
Pursue Strategic Acquisitions, Joint Ventures and Marketing Alliances. The
Company believes that as the direct marketing industry consolidates, breadth of
skills, industry knowledge and size will be increasingly critical to providing
value-added premium services. As a result, the Company intends to expand its
direct marketing service capabilities to increase its breadth of skills and
industry knowledge and help clients to improve their returns on marketing
expenditures. Although the Company is not seeking to enter any specific
geographic market, the Company believes that it can enter new geographic markets
and increase its penetration of its targeted industries by acquiring companies
with clients in such new geographic markets and targeted industries and whose
business focus will complement and/or expand the Company's current range of
direct marketing services. As a result, the Company seeks and is considering
acquisitions in order to enlarge its core competencies in database management
and custom telemarketing/telefundraising services and to increase its potential
for cross-selling and providing other direct marketing services in such areas as
customer response and fulfillment, direct mail and electronic and on-line and
Internet marketing services. No agreement, definitive or otherwise, has been
reached
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with respect to any acquisition currently being considered and no assurance can
be given that the Company will complete either the acquisitions under
consideration or any other acquisition, or that any acquisition, if completed,
will be successful. See 'Risk Factors -- Risks Associated with Acquisition
Strategy.'
The Company also intends to continue to grow internally by investing in
systems, technology and personnel development to enable its clients to utilize,
within a single environment, various services such as database creation, data
warehousing, database management and decision support capabilities, list
processing, modeling, and response measurement and analysis. Because these
services provide the fundamental support systems for the direct marketing and
media selection processes, the Company will seek to expand its base of
technology and know-how, and its telemarketing services, often in conjunction
with direct mail, television, print and various electronic mediums.
SERVICES
The Company's operating businesses provide comprehensive database
management services, custom telemarketing/telefundraising services and other
direct marketing services. The principal advantages of these customized services
include: (i) the ability to expand and adapt a database to the client's changing
business needs; (ii) the ability to have these services operate on a flexible
basis consistent with the client's goals; and (iii) the integration with other
direct marketing services of database management services and list processing
services, which is necessary to keep a given database current. Some of the
services offered by the Company are described below.
Database Management Services. The Company's broad range of database
management services begins with the Company's approach to database creation and
development. This includes several planning stages and analytical processes by
which all of the client's customer and operational files are analyzed. Utilizing
both proprietary applications and commercial software, the Company consolidates
all of the separate information and relationships across multiple files and
converts the client's raw information into a consolidated format. Once the
client's customer data is consolidated and the database created, the Company
enhances the data by utilizing a wide selection of demographic, geographic,
census (age, approximate income level, education level and household
composition) and lifestyle information for over 95 million households and 153
million individuals to identify patterns and probabilities of behavior. The
Company licenses this information from a variety of leading data compilers. See
'Risk Factors -- Dependence on Relationships with Data Compilers.'
The combination of each client's proprietary customer information with
these external data files provides a customized profile of a client's customer
base, enabling the client, through the use of the Company's behavior modeling
and analysis services, to design a direct marketing program for its customers.
Through the development of a scoring model, the client can segment its database
and determine its best customers and prospects in each marketplace. The entire
process results in a customized direct marketing program that can be targeted to
distinct audiences with a high propensity to buy the client's products or
services. Because of the dynamic nature and complexity of these databases,
clients frequently request that the Company update such databases with the
results of recent marketing programs and periodically perform list processing
services as part of the client's ongoing direct marketing efforts.
Data Processing. The Company's primary data processing service is to
manage, on a cost-effective basis from the Company's data center, all or a
portion of a client's marketing information processing needs. After migrating a
client's raw data to the Company's data center, the Company's technology allows
the client to continue to request and access all available information from
remote sites. Further, the database can be verified for accuracy and overlayed
with external data elements to further identify specific consumer behavior.
Other data processing services provided include migration (takeover and
turnover) support for database maintenance or creation, merge/purge, data
overlay and postal qualification. The Company also offers on-line and batch
processing capacity, technical support, and data back-up and recovery.
List Services. List processing includes the preparation and generation of
comprehensive name and address lists which are used in direct marketing
promotions. The Company's state-of-the-art data center in New York City and
large volume processing capabilities allow the Company to meet the list
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processing needs of its clients through its advanced list processing software
applications, list brokerage and list management operations. The Company
customizes list processing solutions by utilizing a variety of licensed software
products and services, such as Address Conversion and Reformat, Address
Standardization and Enhanced Merge/Purge, as well as National Change of Address
(NCOA), Delivery Sequence File and Locatable Address Conversion System. Other
licensed products include databases used for suppressions such as the DMA Mail
Preference File and the American Correctional Association Prison Suppress File.
The Company also offers an array of list acquisition techniques.
Approximately 12,000 lists are available for rental in the list industry. The
Company's account managers, most of whom are hired from existing Company
accounts, use their industry experience as well as sophisticated computer
profiles to recommend particular lists for customer acquisition campaigns. The
Company acquires hundreds of millions of records annually for customer
acquisition campaigns. The Company also manages over 75 lists for rental
purposes on behalf of list owners.
Database Product Development. To further leverage its database management
and list processing services, the Company has developed a new product using
client/server technology. The product is a scalable, three-tiered client/server
data warehouse system that provides desktop, real-time decision support and
marketing analysis to a non-technical user. This application is an intuitive,
graphical user interface tool that offers both flexibility and the ability to
access and analyze large customer files exceeding 100 million records. The
incorporation of third-party software, relational and multidimensional database
technology in an open system environment is intended to allow the Company's
clients to take advantage of the latest developments in high-speed computing,
utilizing both single and multi-processor hardware, as well as the Company's
experience in the development and integration of database marketing systems
applications. See 'Risk Factors -- Rapid Technological Change.'
Custom Telemarketing/Telefundraising Services. Custom
telemarketing/telefundraising services are designed according to the client's
existing database and any other databases which may be purchased or rented on
behalf of the client to create a direct marketing program or fundraising
campaign to achieve specific objectives, such as renewing annual memberships,
season ticket purchases, enlarging the general constituency of an institution,
capital projects financing, establishing a new donor pledge base, soliciting
donations and other programs which may be annually recurring or limited in
duration. After designing the program according to the marketing information
derived from the database analysis, it is conceptualized in terms of message
content and values to be contained in the offer or solicitation, and an
assessment is made of other supporting elements, such as the use of a direct
mail letter campaign, to precede the initial contact call.
Typically, a campaign is designed in collaboration with a client, tested
for accuracy and responsiveness and adjusted accordingly, after which the full
campaign is commenced. The full campaign runs for a mutually agreed period,
which can be shortened or extended depending on the results achieved.
A distinguishing feature of the custom telemarketing/telefundraising
campaign is that it can be implemented either on-site at a client-provided
facility or at the Company's calling center in Berkeley, California. On-site
campaigns are generally based on what is called a 'relationship' or 'affinity'
sale. Telemarketing campaigns often require multiple calls whereby a caller must
be knowledgeable about the organization and the subject matter and will seek to
engage a prospect selected from the client's database in an extended
conversation which serves to: (i) gather information; (ii) convey the offer,
describe its merits and cost, and solicit gifts or donations; and (iii) conclude
with a purchase, donation or pledge. Telefundraising from the Company's calling
center usually involves campaigns that do not use the multiple call format, but
instead use computer driven predictive dialing systems which are designed to
maximize the usage rate for all telephones as the system works through the
calling database.
Market Analysis. The Company's market research services include problem
conceptualization, program design, data gathering from relational databases and
data tabulation and results analysis, conducted through telephone, mail and
focus groups. Through the use of data capture technology, the Company is also
able to obtain data from a statistically projectable sample of market survey
contacts. The Company then tabulates and analyzes fielded data using
multi-variate statistical techniques, and produces detailed reports that can
answer clients' marketing questions and suggest further avenues of inquiry where
appropriate.
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Direct Mail Support Services. The Company's direct mail support services
include preparing and coordinating direct marketing database services and custom
telemarketing/telefundraising services for use in addressing and mailing
materials to current and potential customers of the Company's clients. The
Company obtains name and address data from clients and other external sources,
processes the data to eliminate duplicates, corrects errors, sorts for postal
discounts and electronically prepares the data for other vendors who will
address pre-printed materials, in some cases with personalized greetings and
messages.
Custom Value-Added Premium Services. The Company offers additional
value-added premium services, such as strategic marketing, planning and
consulting services, and management training to complement its core database
management services, custom telemarketing/telefundraising services and other
direct marketing services.
MARKETING AND SALES
The Company's marketing strategy is to offer customized value-added
solutions to its clients' database management, telemarketing/telefundraising and
other direct marketing requirements. Historically, the Company's operating
businesses have acquired new clients and marketed their services primarily by
attending trade shows, advertising in industry publications, responding to
requests for proposals, pursuing client referrals and cross-selling to existing
clients. The Company targets those companies that it believes have the greatest
propensity to generate recurring revenues because of their ongoing direct
marketing needs, and also those companies which have large customer bases that
can benefit from targeted direct marketing database services and customized
telemarketing/telefundraising services.
The Company markets its database management services, custom
telemarketing/telefundraising services and other direct marketing services
through a sales force consisting of both salaried and commissioned sales
persons. In many instances, account representatives, when servicing the same
client, will coordinate such client's database management, custom
telemarketing/telefundraising and/or other direct marketing needs in an effort
to provide the highest performance possible and to identify cross-selling
opportunities.
Account representatives are responsible for keeping existing and potential
clients informed of the results of recent marketing campaigns, industry trends
and new developments in the Company's technical database resources. Often, the
Company develops an initial pilot program for new or potential clients to
demonstrate the Company's abilities and the effectiveness of its services.
Access to data captured during such pilot programs allows the Company and its
clients to identify previously unrecognized target market opportunities and to
modify or enhance the client's marketing effort on the basis of such
information. Additionally, the Company is able to provide its clients with
current updates on the progress of ongoing direct marketing programs.
Pricing for database management services, custom
telemarketing/telefundraising services and other direct marketing services is
dependent upon the complexity of the services required. In general, the Company
establishes pricing for clients by detailing a broad range of service options
and quotation proposals for specific components of a direct marketing program.
These quotes are based in part on the volume of records to be processed and the
level of customization required. Additionally, if the level of up-front
customization is high, the Company charges a one-time development fee. Pricing
for data processing services is dependent upon the anticipated range of computer
resource consumption. Typically, clients are charged a flat or stepped-up rate
for data processing services provided under multi-year contracts. If the
processing time, data storage, retrieval requirements and output volume exceed
the budgeted amounts, the client may be subject to an additional charge. Minimum
charges and early termination charges are typically included in contracts or
other arrangements between the Company and the client.
On-site telemarketing and telefundraising fees are generally based on a
mutually agreed percentage of amounts received by the Company's clients from a
campaign. Off-site fees are typically based on a mutually agreed amount per
contact with a potential donor.
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PERSONNEL AND TRAINING
The Company believes that the quality and training of its employees is a
key element of client satisfaction. The Company further believes that its
strategy of recruiting personnel with industry specific experience, technical
knowledge or particular affinities or experience related to the client's purpose
or activities, particularly with respect to its custom
telemarketing/telefundraising on-site calling services, attracts a high-quality,
effective and dedicated work force. The Company offers extensive in-house and
on-the-job training programs for its personnel, including instruction on the
nature and purpose of the specific database management projects or
telemarketing/telefundraising campaigns, as well as regular briefings concerning
regulatory matters relating to privacy issues and proper telemarketing and data
capture techniques. With respect to telemarketing projects, calls are typically
made from a lead provided by the client or other third party sources. Callers
are always required to identify themselves and the institution they represent,
in advance of any dialogue. Since calls are meant to be non-intrusive and
friendly, it often takes two or more calls to a customer to confirm a purchase,
renewal, new subscription or contribution.
In addition, as is typical in the telemarketing industry as a whole,
approximately 80% of the Company's service representatives are part-time
employees who are compensated on an hourly basis with a commission and/or
performance bonus. The Company's decision to use calling facilities provided by
a client relates in part to the Company's high level of dedication to customer
service and to the localized talent pool found by the Company to be most
effective for promoting employee retention. As of September 30, 1996, the
Company had approximately 100 full-time employees. In addition, during peak
periods, the Company has employed as many as 1,000 part-time or temporary
employees. None of the Company's employees is represented by a labor union and
the Company believes it has satisfactory relations with its employees.
CLIENT BASE
The Company believes that its large and diversified client base is a
primary asset which contributes to stability and the opportunity for growth in
revenues. The Company has approximately 600 clients who utilize various database
management services, custom telemarketing/telefundraising services and other
direct marketing services. These clients are comprised of leading arts and
cultural institutions, advocacy groups, and commercial companies in the
publishing, live entertainment and events marketing, public broadcasting,
financial services (including credit card, home mortgage and home equity
services), education, travel and leisure and healthcare industries. No single
client accounted for more than 8% of such total revenue in fiscal 1996 or in the
three months ended September 30, 1996 on a pro forma basis.
QUALITY ASSURANCE
Each of the Company's operating businesses has consistently emphasized
quality service and extensive employee training. In particular, the Company's
quality assurance program with respect to its telemarketing/telefundraising
services includes the selection and training of qualified calling
representatives, the training and professional development of call center
management personnel, monitoring of calls and sales verification and editing.
Both the Company and its clients are able to perform real time on-site and
remote call monitoring to maintain quality and efficiency. Sales confirmations
may be recorded (with customer consent), and calls may also be monitored by
management personnel to verify the accuracy and authenticity of transactions.
The Company diligently pursues its policies of good practice and has had
satisfactory experience with regulators concerning its activities. Although the
telemarketing industry has had, in certain instances, a history of abusive
practices, many of which have been targeted at the elderly or uneducated
segments of the population, the individuals targeted by the Company generally
consist of affinity group members who are receptive to the calls, often
volunteering valuable marketing information to the institution for which the
representative is calling.
COMPETITION
The direct marketing services industry in which the Company operates is
highly competitive and fragmented, with no single dominant competitor. The
Company regularly competes with companies that have more extensive financial,
marketing and other resources and substantially greater assets than those
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of the Company, thereby enabling such competitors to have an advantage in
obtaining client contracts where sizable asset purchases or investments are
required. The Company also competes with in-house database management,
telemarketing/telefundraising and direct mail operations of certain of its
clients or potential clients.
Competition is based on the quality and reliability of products and
services, technological expertise, historical experience, ability to develop
customized solutions for clients, technological capabilities and price. Based on
these factors, together with its extensive list of nationally known clients and
the longevity of the Company's relationships with many of such clients, the
Company believes that it competes favorably, especially in the performing arts,
and cultural sectors. The Company's principal competitors in the database
management services field are Acxiom, Inc., Dimac Corporation, Direct Marketing
Technology, Fair - Isaac, Inc., Harte-Hanks Communications, Inc. and May & Speh,
Inc. The Company's principal competitors in the custom
telemarketing/telefundraising field are Arts Marketing, Inc. and Ruffalo, Cody &
Associates, and, with respect to the operation of calling centers, The Share
Group and Great Lakes Communications.
COMPETITIVE STRENGTHS
Customized Value-Added Premium Services. The Company believes that many of
its services can be distinguished from those of its competitors because of the
custom nature and value-added component it provides within the client's overall
marketing process. This customization and value-added component arises from
enhancing and integrating data provided by or generated for clients to achieve
the most productive and cost-effective marketing program for the client's
particular goals and target audience. The Company, as a value-added custom
service provider, not only collaborates on message content but also assists its
client in identifying which medium or mix of mediums, such as print, mail,
telephone, television, on-line computer network or other media, is best suited
to implement the client's marketing program.
Large Number of Long-Term Client Relationships and Recurring Revenue
Streams. The Company has approximately 600 clients and believes that the reason
a substantial majority of its clients have been clients for many years is
because of its ability to continue to provide quality service with added value
on a customized basis, and because such services produce satisfying results for
such clients. This relationship has benefited the Company in its ability to gain
knowledge of and experience with a client's customer base and market dynamics as
well as in-depth knowledge of the industry in which the client participates. The
Company seeks recurring revenues by becoming an integral part of such clients'
marketing programs by offering a wide breadth of ongoing interrelated services.
Although many of the Company's arrangements with clients are entered into on a
project by project basis, it has been the Company's experience that its database
management clients cannot easily change service providers due to the breadth and
nature of the ongoing services provided by the Company, largely because these
services often become a key element of the clients' marketing operations and
there are significant costs associated with making such a change. See 'Risk
Factors -- Lack of Long-Term Contracts.'
Continuity of Management, Industry Specific Expertise and Investment in
Technical Personnel. The Company believes that its industry focused approach
creates a competitive advantage over other providers of database management,
custom telemarketing/telefundraising services and other direct marketing
services who have a more generalized approach. The Company has hired and seeks
to hire many individuals with extensive industry specific experience who
understand the nature of the clients' customers and donors and the dynamics of
the marketplace in which the clients operate. The Company considers such
personnel better able to apply the Company's proprietary know-how and software
programs to meet the client's direct marketing and data processing needs.
State-of-the-Art Technology. The Company's investment in state-of-the-art
technology has enabled it to provide premium quality service to its clients to
whom the use of timely, accurate data is critical for the success of their
direct marketing programs. This is particularly true with respect to the
Company's database management services that are designed to drive higher
response rates within the specific time period allotted for a marketing program.
In addition, much of the data processing which is outsourced to the Company by
its clients requires prompt turnaround time for marketing decisions to be made
in the development and application of time sensitive customer information.
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TECHNOLOGICAL RESOURCES AND FACILITIES
The Company maintains a state-of-the-art outbound
telemarketing/telefundraising calling center in Berkeley, California. The
Berkeley calling center increases the efficiency of its outbound calling by
using an EIS Systems predictive dialing system supported by a UNIX-based call
processing server system and networked computers. The predictive dialing system,
using relational database software, supports 72 outbound telemarketers and
maximizes calling efficiency by reducing the time between calls for each calling
station and reducing the number of calls connected to wrong numbers, answering
machines and electronic devices. The system provides on-line real time reporting
of caller efficiency and client program efficiency as well as flexible and
sophisticated reports analyzing caller sales results and client program results
against Company and client selected parameters. The Berkeley calling center has
the capacity to serve up to 15 separate clients or projects simultaneously and
can produce 27,000 valid contacts per week (1,400,000 per year) or 3,400 calling
hours per week (176,800 per year) on a single shift basis. A valid contact
occurs when the caller speaks with the intended person and receives a 'yes,'
'no' or 'will consider' response. The existing platform can be expanded to
accommodate 100 predictive dialing stations with a single shift capacity of
approximately 1,900,000 valid contacts per year.
The Company leases all of its real property. The Company leases facilities
for its headquarters in Culver City, California. The Company also maintains
sales and service offices in New York City and Los Angeles, California, its data
center in New York City and its telemarketing calling center in Berkeley,
California. The Company's administrative office for its
telemarketing/telefundraising operations in Los Angeles, California is located
in office space leased from Mr. Dunn, which lease the Company believes is on
terms no less favorable than those that would be available from independent
third parties. See 'Certain Transactions -- Transactions Under Current
Management After Alliance Acquisition -- Transactions with Mr. Dunn.' The
Company believes that all of its facilities are in good condition and are
adequate for its current needs through fiscal 1998. However, further increases
in off-site telemarketing/telefundraising activities could necessitate the
leasing of additional space for calling center expansion. The Company also
believes that its technological resources, including the mainframe computer and
other data processing and data storage computers and electronic machinery at its
data center in New York City, as well as its related operating, processing and
database software, are all adequate for its current needs through fiscal 1998.
Nevertheless, the Company intends to expand its technological resources,
including computer systems, software, telemarketing equipment and technical
support with proceeds from the Offering. See 'Use of Proceeds.' Any such
expansion may require the leasing of additional operating office space.
INTELLECTUAL PROPERTY RIGHTS
The Company relies upon its trade secret protection program and
non-disclosure safeguards to protect its proprietary computer technologies,
software applications and systems know-how. In the ordinary course of business,
the Company enters into license agreements and contracts which specify terms and
conditions prohibiting unauthorized reproduction or usage of the Company's
proprietary technologies and software applications. In addition, the Company
generally enters into confidentiality agreements with its employees, clients,
potential clients and suppliers with access to sensitive information and limits
the access to and distribution of its software documentation and other
proprietary information. No assurance can be given that steps taken by the
Company will be adequate to deter misuse or misappropriation of its proprietary
rights or trade secret know-how. The Company believes that there is rapid
technological change in its business and, as a result, legal protections
generally afforded through patent protection for its products are less
significant than the knowledge, experience and know-how of its employees, the
frequency of product enhancements and the timeliness and quality of customer
support in the usage of such products.
GOVERNMENT REGULATION AND PRIVACY ISSUES
The telemarketing industry has become subject to an increasing amount of
federal and state regulation during the past five years. The TCPA limits the
hours during which telemarketers may call consumers and prohibits the use of
automated telephone dialing equipment to call certain telephone numbers. The
TCFAPA broadly authorizes the FTC to issue regulations prohibiting
misrepresentations in telemarketing sales. The FTC's new telemarketing sales
rules prohibit misrepresentations of the cost,
45
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terms, restrictions, performance or duration of products or services offered by
telephone solicitation, prohibit a telemarketer from calling a consumer when
that consumer has instructed the telemarketer not to contact him or her,
prohibit a telemarketer from calling prior to 8:00 a.m. or after 9:00 p.m. and
specifically address other perceived telemarketing abuses in the offering of
prizes and the sale of business opportunities or investments. Violation of these
rules may result in injunctive relief, monetary penalties or disgorgement of
profits and can give rise to private actions for damages.
While the FTC's new rules have not caused the Company to alter its
operating procedures, additional federal or state consumer-oriented legislation
could limit the telemarketing activities of the Company or its clients or
significantly increase the Company's costs of regulatory compliance.
Several of the industries which the Company intends to serve, including the
financial services, and healthcare industries, are subject to varying degrees of
government regulation. Although compliance with these regulations is generally
the responsibility of the Company's clients, the Company could be subject to a
variety of enforcement or private actions for its failure or the failure of its
clients to comply with such regulations.
In addition, the growth of information and communications technology has
produced a proliferation of information of various types and has raised many new
issues concerning the privacy of such information. Congress and various state
legislatures have considered legislation which would restrict access to, and the
use of, credit and other personal information for direct marketing purposes. The
direct marketing services industry, including the Company, could be negatively
impacted in the event any of these or similar types of legislation are enacted.
Currently the Company trains its service representatives and other
personnel to comply with the regulations of the TCPA, the TCFAPA and the FTC and
the Company believes that it is in substantial compliance with all such
regulations.
LEGAL PROCEEDINGS
The Company is, and, from time to time may be, a party to routine legal
proceedings incidental to its business. The outcome of these legal proceedings
are not expected to have a material adverse effect on the consolidated financial
condition or operating results of the Company, based on the Company's current
understanding of the relevant facts and law.
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MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS
The Company's executive officers, Directors and significant employees and
their positions with the Company are as follows:
<TABLE>
<CAPTION>
NAME AGE POSITION
- ------------------------------------ --- -----------------------------------------------------------
<S> <C> <C>
Barry Peters........................ 56 Chairman of the Board of Directors and Chief Executive
Officer
E. William Savage................... 54 Director, President, Chief Operating Officer, Secretary and
Treasurer
S. James Coppersmith................ 63 Director
Seymour Jones....................... 65 Director
C. Anthony Wainwright............... 63 Director
J. Jeremy Barbera................... 40 Director and Vice President of All-Comm and President and
Chief Executive Officer of Metro
Stephen Dunn........................ 46 Vice President of All-Comm and President and Chief
Executive Officer of SD&A
Robert M. Budlow.................... 35 Vice President of All-Comm and Executive Vice President and
Chief Operating Officer of Metro
Scott A. Anderson................... 39 Chief Financial Officer
Thomas Scheir....................... 43 Vice President and Chief Operating Officer of SD&A
</TABLE>
Mr. Peters has been Chairman of the Board and Chief Executive Officer of
the Company since the acquisition of Alliance in April 1995 and has 26 years of
experience in business development and corporate finance. Prior thereto, Mr.
Peters served as Chairman and Chief Executive Officer of Alliance, which he
co-founded, since its formation in 1994. Prior to the formation of Alliance,
from 1972 to 1993, Mr. Peters served as the Managing Director of Vector
Holdings, Inc. and its predecessor companies, an investment concern which
specialized in sponsoring management groups for buyouts and restructurings of
companies including: ESB Ray-O-Vac Corp., Time, Inc., Avco/Embassy Pictures
Corp., Signal Companies, Inc., ITT Corporation, Borg-Warner Corporation and F.
Schumacher & Co., Inc.
Mr. Savage has been a Director and President, Chief Operating Officer,
Secretary and Treasurer of the Company since the acquisition of Alliance in
April 1995 and has 27 years of executive business experience with emphasis on
operations, marketing and business development. Prior thereto, he served as
President of Alliance, which he co-founded, since its formation in 1994. In
addition, Mr. Savage has been serving since 1991 as a director and as President
of Movie Theatre Associates, Inc. and Movie Theatre Holdings, Inc., a general
partner and a limited partner, respectively, of Movie Theatre Investors Ltd., an
investment partnership that owns and operates movie theatres.
Mr. Coppersmith has been a Director of the Company since June 1996. Since
1994, Mr. Coppersmith has been Chairman of the Board of Trustees of Boston's
Emerson College. Until his retirement in 1994, he held various senior executive
positions with Metromedia Broadcasting where he managed its television
operations in Los Angeles, New York, and Boston, and served as President and
General Manager of Boston's WCVB-TV, an ABC affiliate owned by The Hearst
Corporation. Mr. Coppersmith also serves as a director for WABAN, Inc., Sun
America Asset Management Corporation, Chyron Corporation, Uno Restaurant Corp.,
Kushner/Locke, Inc., and The Boston Stock Exchange.
Mr. Jones has been a Director of the Company since June 1996. Since
September 1995, Mr. Jones has been a professor of Accounting at New York
University. Prior thereto, from April 1974 to September 1995, Mr. Jones was a
senior partner of the accounting firm of Coopers & Lybrand L.L.P. Mr. Jones has
over 35 years of accounting experience and over 10 years of experience as an
arbitrator and as an expert witness, particularly in the area of mergers and
acquisitions.
Mr. Wainwright has been a Director of the Company since August 1996 and
also served as a Director of the Company from the acquisition of Alliance until
May 1996. Prior thereto, he was a director of Alliance. Mr. Wainwright also has
been Chairman and Chief Executive Officer of the advertising firm Harris Drury
Cohen, Inc. since 1995. Prior thereto, from 1994 to 1995, he served as a
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senior executive with Cordiant P.L.C.'s Compton Partners, a unit of the
advertising firm Saatchi & Saatchi World Advertising, and, from 1989 to 1994, as
Chairman and Chief Executive Officer of Campbell Mithun Esty, a unit of the
advertising firm Saatchi & Saatchi World Advertising, in New York. Mr.
Wainwright also serves as a director of Gibson Greeting, Inc., Del Webb
Corporation, American Woodmark Corporation and Specialty Retail Group, Inc.
Mr. Barbera has been a Director and Vice President of the Company since
October 1996 and President and Chief Executive Officer of Metro since its
formation in 1987. Mr. Barbera has 15 years of experience in data management
services, and over 20 years of experience in the entertainment marketing area.
Mr. Dunn has been Vice President of the Company since September 1996 and
has also been President and Chief Executive Officer of SD&A, which he
co-founded, since its formation in 1983. Previously, Mr. Dunn served as a
consultant for the Los Angeles Olympic Organizing Committee for the Olympic Arts
Festival, as Director of Marketing for the New World Festival of the Arts, and
as Director of Marketing for the Berkeley Repertory Theater.
Mr. Budlow has been Vice President of the Company since October 1996 and
Executive Vice President and Chief Operating Officer of Metro since 1990. He has
10 years of experience in database management services and subscription,
membership and donor renewal programs.
Mr. Anderson has been Chief Financial Officer of the Company since May 1996
and was Controller from May 1995 to May 1996 and a Director of the Company from
May 1996 to August 1996. Prior thereto, from December 1994 to April 1995, he was
associated with the accounting firm of Coopers & Lybrand L.L.P., and, from 1988
to 1994, he was a manager in the assurance department of an affiliate of the
accounting firm of Deloitte & Touche, LLP. Mr. Anderson is a Certified Public
Accountant.
Mr. Scheir has been Vice President and Chief Operating Officer of SD&A
since September 1996. Prior thereto, from 1990 to September 1996, he was Chief
Financial Officer of SD&A, and from 1983 to 1990, he served as Business Manager
of SD&A. Prior to joining SD&A, Mr. Scheir was List Manager with the San
Francisco Symphony's marketing department.
BOARD OF DIRECTORS
Classification of Board
The Board of Directors of the Company currently consists of six members and
is divided into three classes (designated Class I, Class II and Class III).
Class I consists of Messrs. Peters and Savage, Class II consists of Messrs.
Jones and Barbera and Class III consists of Messrs. Coppersmith and Wainwright,
each of whom will serve until the annual meetings of the Company to be held in
1996, in the case of the Class I and Class II Directors, and 1997, in the case
of the Class III Directors. At the 1996 annual meeting of the Company, each of
the Class I and Class II Directors will stand for re-election for terms which
will expire in 1998, in the case of the Class I Directors, and 1999, in the case
of the Class II Directors. At each annual stockholders' meeting, Directors
nominated to the class of Directors whose term is expiring at that annual
meeting will be elected for a term of three years, and the remaining Directors
will continue in office until their respective terms expire. Accordingly, at
each annual meeting at least two of the Company's six Directors will be elected,
and each Director will be required to stand for election once every three years.
In addition, the Restated Articles provide that Directors may only be removed
upon the affirmative vote of 75% of the outstanding Common Stock.
Compensation of Directors
Directors who are not employees of the Company currently receive an annual
retainer fee of $10,000 for serving on the Board of Directors and an annual
retainer fee of $1,500 for serving as a member of any committee thereof. Such
Directors will also be reimbursed for their reasonable expenses for attending
board and committee meetings. Any Director who is also an employee of the
Company is not entitled to any compensation or reimbursement of expenses for
serving as a Director of the Company or a member of any committee thereof.
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Committees
The Board of Directors has established two directorate committees -- an
audit review committee (the 'Audit Committee'), comprised of Messrs. Coppersmith
and Jones, and a compensation committee (the 'Compensation Committee'),
comprised of Messrs. Coppersmith and Wainwright, all of whom are independent
Directors and are not eligible to receive options or other rights under any
employee stock or other benefit plan for so long as such Director is a member of
the Compensation Committee (other than the right of each such Director to
receive options exercisable for 15,000 shares of Common Stock granted in April
of each year, if such Director is then serving in such capacity, pursuant to a
resolution adopted by the Board of Directors). The functions of the Audit
Committee are to recommend annually to the Board of Directors the appointment of
the independent public accountants of the Company, discuss and review the scope
and the fees of the prospective annual audit, review the results thereof with
the Company's independent public accountants, review compliance with existing
major accounting and financial policies of the Company, review the adequacy of
the financial organization of the Company, review management's procedures and
policies relative to the adequacy of the Company's internal accounting controls
and compliance with federal and state laws relating to accounting practices, and
review and approve (with the concurrence of a majority of the independent
Directors of the Company) transactions, if any, with affiliated parties. The
functions of the Compensation Committee are to formulate the Company's policy on
compensation of executive officers, to review and approve annual salaries and
bonuses for all officers, to review, approve and recommend to the Board of
Directors the terms and conditions of all employee benefit plans or changes
thereto, and to administer the Company's stock option plans.
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table (the 'Summary Compensation Table') provides information
relating to compensation for the fiscal years ended June 30, 1996 and June 30,
1995 for the Chairman of the Board and Chief Executive Officer and each of the
other executive officers of the Company whose compensation is required to be
disclosed by the rules and regulations of the Commission during such years as
shown in the table (collectively, the 'Named Executive Officers').
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
-----------------------
AWARDS
-----------------------
FISCAL ANNUAL COMPENSATION SECURITIES
YEAR ---------------------------------------- RESTRICTED UNDERLYING
ENDED OTHER ANNUAL STOCK OPTIONS/
NAME AND PRINCIPAL POSITION JUNE 30,(1) SALARY($) BONUS($) COMPENSATION($) AWARDS($) SARS(#)
- ---------------------------------- ----------- --------- -------- --------------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
Barry Peters ..................... 1996 100,626 -- -- 32,058 150,000
Chairman of the Board and Chief 1995 26,442 -- -- -- --
Executive Officer
E. William Savage ................ 1996 100,626 -- -- 32,058 150,000
President, Chief Operating 1995 26,442 -- -- -- --
Officer, Secretary and Treasurer
Stephen Dunn ..................... 1996 228,462 -- -- -- 5,000
Vice President of All-Comm and 1995 42,308 -- -- -- --
President and Chief Executive
Officer of SD&A
Thomas Scheir .................... 1996 128,461 -- -- -- 12,500
Executive Vice President of SD&A 1995 21,635 -- -- -- --
<CAPTION>
PAYOUTS
----------
LTIP ALL OTHER
NAME AND PRINCIPAL POSITION PAYOUTS($) COMPENSATION($)
- ---------------------------------- ---------- ---------------
<S> <C> <C>
Barry Peters ..................... -- --
Chairman of the Board and Chief -- --
Executive Officer
E. William Savage ................ -- --
President, Chief Operating -- --
Officer, Secretary and Treasurer
Stephen Dunn ..................... -- --
Vice President of All-Comm and -- --
President and Chief Executive
Officer of SD&A
Thomas Scheir .................... -- --
Executive Vice President of SD&A -- --
</TABLE>
- ------------
(1) Prior to the acquisition of Alliance in April 1995, none of the Named
Executive Officers was an officer or employee of the Company. Therefore,
compensation for each of the Named Executive Officers is shown only for the
prior two fiscal years. In addition, because the acquisition of Alliance
took place in April 1995, the compensation shown for each of the Named
Executive Officers for the fiscal year ended June 30, 1995 reflects only two
months of compensation in such fiscal year.
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<PAGE>
In October 1996, the Company acquired Metro. Based on their current
arrangements with the Company, if Messrs. Jeremy Barbera, Vice President of the
Company and President and Chief Executive Officer of Metro, and Robert Budlow,
Vice President of the Company and Executive Vice President of Metro, had been
executive officers of the Company at the beginning of fiscal 1996, they would
have been among the most highly compensated executive officers of the Company
for such fiscal year. Based on their current arrangements with the Company, the
Company expects that Messrs. Barbera and Budlow will be among the Company's most
highly compensated executive officers for fiscal 1997. See
'Management -- Executive Compensation -- Employment Contracts.'
Stock Option Grants
The table below provides information relating to stock options granted to
the Named Executive Officers during the fiscal year ended June 30, 1996.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS(1) POTENTIAL REALIZABLE
-------------------------------------------------------------- VALUE AT ASSUMED ANNUAL
NUMBER OF % OF TOTAL RATES OF STOCK
SECURITIES OPTIONS/SARS PRICE APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OR OPTION TERM(2)
OPTIONS/SARS EMPLOYEES IN BASE PRICE($) EXPIRATION ---------------------------
NAME GRANTED(#) FISCAL YEAR(3) (PER SHARE(4)) DATE 5% 10%
- ---------------------------------- ------------ -------------- -------------- ---------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
Barry Peters...................... 150,000 29% $ 2.00 12/01/02 $122,130 $ 284,615
E. William Savage................. 150,000 29% 2.00 12/01/02 122,130 284,615
Stephen Dunn...................... 5,000 1% 3.38 01/08/99 2,660 5,586
Thomas Scheir..................... 12,500 2% 2.00 12/01/02 10,178 23,718
</TABLE>
- ------------
(1) Since June 30, 1996 through the date hereof, options currently exercisable
for 300,000 shares of Common Stock have been granted to each of Mr. Peters
and Mr. Savage. In connection with the Recapitalization, options covering
150,000 of each such 300,000 shares will be cancelled at no cost to the
Company. No other additional options have been granted during this period to
any of the Named Executive Officers.
(2) Potential realizable value was calculated using an assumed annual compounded
growth rate over the term of the option of 5% and 10%, respectively. Use of
this model should not be viewed in any way as a forecast of the future
performance of the Common Stock, which will be determined by future events
and unknown factors.
(3) During the fiscal year ended June 30, 1996, all employees and all
non-employee Directors of the Company received stock options for a total of
525,003 shares of Common Stock.
(4) Exercise price is the closing sales price of the Common Stock as reported on
The Nasdaq SmallCap MarketSM on the date of the grant.
The following table sets forth information regarding the exercise of
options during the Company's fiscal year ended June 30, 1996 and the number and
value of securities underlying unexercised stock options held by the Named
Executive Officers as of June 30, 1996.
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES
UNDERLYING
UNEXERCISED VALUE OF UNEXERCISED
OPTIONS/SARS IN-THE-MONEY
AT FISCAL OPTIONS/SARS AT
YEAR FISCAL YEAR END
SHARES END(#) ($)(1)
ACQUIRED ON VALUE ------------ --------------------
EXERCISE REALIZED EXERCISABLE/ EXERCISABLE/
NAME (#) ($) UNEXERCISABLE UNEXERCISABLE
- --------------------------------------------------------- ----------- -------- ------------ --------------------
<S> <C> <C> <C> <C>
Barry Peters............................................. -- -- 150,000/0 506,250/0
E. William Savage........................................ -- -- 150,000/0 506,250/0
Stephen Dunn............................................. -- -- 5,000/0 10,000/0
Thomas Scheir............................................ -- -- 12,500/0 42,188/0
</TABLE>
- ------------
(1) Fair market value of $5 3/8 per share at June 30, 1996 was used to determine
the value of in-the-money options.
Stock Option Plan
The following summary of the material features of the 1991 Stock Option
Plan is qualified in its entirety by reference to the full text of the 1991
Stock Option Plan.
Purpose, Participants, Effective Date and Duration. On April 15, 1992 the
Company's stockholders ratified and approved the All-Comm Media Corporation
(formerly, Bristol Holdings, Inc.) 1991 Stock Option Plan (the 'Stock Option
Plan'). The purpose of the Stock Option Plan is to advance the
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interests of the Company by providing an additional incentive to attract and
retain qualified and competent employees upon whose efforts and judgment the
success of the Company is largely dependent, through stock ownership in the form
of options to acquire Common Stock ('Options'). The Stock Option Plan will
terminate 10 years from the date of its adoption, unless earlier terminated by
the Board of Directors. Termination of the Stock Option Plan will not affect
awards made prior to termination, but awards will not be made after termination.
Eligibility. Officers, directors and employees of, and consultants to, the
Company, its subsidiaries and other companies in which the Company holds a
substantial ownership interest (collectively, the 'Optionees'), are eligible to
be granted Options under the Stock Option Plan. Participation is solely at the
discretion of the Option Plan Committee (as defined below under
' -- Administration').
Shares Subject to the Stock Option Plan. The total number of shares of
Common Stock that may be subject to Options under the Stock Option Plan
(including any Options granted and outstanding as of November 15, 1996) may not
exceed 1,450,000 or such other number as the Board of Directors may, in its sole
discretion, determine from time to time, of which 179,504 remain available for
issuance (the 'Reserved Shares'). These shares may be authorized but unissued
shares or treasury shares. In the event of any change in the number or kind of
Common Stock outstanding pursuant to a reorganization, recapitalization,
exchange of shares, stock dividend or split or combination of shares,
appropriate adjustments to the Reserved Shares and the number of shares subject
to outstanding grants or awards, in the exercise price per share of outstanding
Options and in the kind of shares which may be distributed under the Stock
Option Plan, will be made. Under the Stock Option Plan, there is no maximum or
minimum number of shares that may be covered by Options granted to a single
person. Shares will be deemed issued under the Stock Option Plan only to the
extent actually issued pursuant to an award or settled in cash or shares. To the
extent that an award under the Stock Option Plan lapses or is forfeited, any
shares subject to such award will again become available for grant under the
terms of the Stock Option Plan.
As of November 15, 1996, Options for 1,112,058 shares of Common Stock had
been granted and were outstanding under the Stock Option Plan at exercise prices
ranging from $2.00 to $16.00, and 179,504 shares of Common Stock were available
for grants of Options under the Stock Option Plan.
Administration. The Stock Option Plan is administered by a committee
appointed by the Board of Directors (the 'Option Plan Committee'). The Option
Plan Committee consists of three or more persons appointed by the Board of
Directors, each of whom may be a 'disinterested person' within the meaning of
former Rule 16b-3(d)(3) promulgated by the Staff of the Commission under the
Securities Exchange Act of 1934, as amended (the 'Exchange Act'), as such Rule
was in effect prior to May 1, 1991. Because the Board of Directors has not
appointed such an Option Plan Committee, as required by the terms of the Stock
Option Plan, the term 'Option Plan Committee' refers to the entire Board of
Directors.
Subject to the terms of the Stock Option Plan, the Option Plan Committee
has authority to:
(i) construe and interpret the provisions of the Stock Option Plan or
of any Option or Option Agreement (as defined below), adopt, amend and
rescind all rules, regulations and procedures and otherwise make any
determinations which it deems necessary or advisable for the administration
of the Stock Option Plan, such interpretations, rule making and
determinations to be final, conclusive and binding on all persons having
any interest therein;
(ii) determine who shall be granted Options;
(iii) determine the number of shares with respect to which Options
shall be granted and the exercise price per share of any Options granted;
and
(iv) subject to the terms of the Stock Option Plan, specify the terms
and conditions of any Options granted, including, without limitation, (A)
prescribing the date or dates on which an Option becomes exercisable, (B)
providing that an Option accrues or becomes exercisable in installments
over a period of years or upon the attainment of stated goals, or both, and
(C) relating an Option to the continued employment of the Optionee for a
stated period of time, provided that such terms and conditions are not more
favorable to an Optionee than those expressly permitted in the Stock Option
Plan.
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Stock Options. The Option Plan Committee may grant awards to Optionees
under the Stock Option Plan solely in the form of Options. With regard to each
Option, the Option Plan Committee determines the number of shares of Common
Stock subject to the Option, the exercise price of the Option, and the manner
and time of exercise of the Option. Options granted under the Stock Option Plan
are non-qualified stock options, which are not entitled to special tax treatment
afforded 'incentive stock options,' as defined in Section 422 of the Code.
The duration of the Options granted under the Stock Option Plan may be
specified pursuant to each respective stock option agreement ('Option
Agreement'), but in no event can any Option be exercisable after the expiration
of 10 years after the date of grant. The Option Plan Committee, in its
discretion, may provide that any Option is exercisable during its entire
duration or during any lesser period of time. The option exercise price may be
paid in cash, by certified or cashier's check, by money order, surrender of
Common Stock, or a combination of the foregoing. The Stock Option Plan includes
provisions that limit the duration of an Option following the termination of
employment of an Optionee for a reason other than death, disability (as defined)
or cause (as defined) and that terminate unexercised Options upon termination of
the Optionee's employment for cause (as defined). The resale of securities
obtained under the Stock Option Plan is subject to limitations of the Securities
Act and must be sold in connection with a registration statement or pursuant to
Rule 144 of the Securities Act. In addition, the Stock Option Plan is not
qualified under Section 401(a) of the Code.
As a condition of any sale or issuance of Shares upon exercise of any
Option, the Stock Option Committee may require such agreements or undertakings,
if any, as the Stock Option Committee may deem necessary or advisable to assure
compliance with any federal or state securities law or regulation including, but
not limited to, the following: (a) a representation and warranty by the Optionee
to the Company, at the time any Option is exercised, that such Optionee is
acquiring the shares to be issued to such Optionee for investment and not with a
view to, or for sale in connection with, the distribution of any such shares;
and (b) a representation, warranty or agreement to be bound by any legends that
are, in the opinion of the Stock Option Committee, necessary or appropriate to
comply with the provisions of any law or regulation deemed by the Stock Option
Committee to be applicable to the issuance of the shares and are endorsed upon
the Share certificates. Furthermore, an Option is only transferable by the
Optionee by will or the laws of descent and distribution.
The following description of the federal income tax consequences of Options
is general and does not purport to be complete.
Tax Treatment of Options. An Optionee realizes no taxable income when an
Option is granted. Instead, the difference between the fair market value of the
Common Stock subject to the Option and the exercise price paid is taxed as
ordinary compensation income when the Option is exercised. The difference is
measured and taxed as of the date of exercise if the stock is not subject to a
'substantial risk of forfeiture,' or as of the date or dates on which the risk
terminates in other cases. An Optionee may elect to be taxed on the difference
between the exercise price and the fair market value of the Common Stock on the
date of exercise, even though some or all of the Common Stock acquired is
subject to a substantial risk of forfeiture. Gain on the subsequent sale of the
Common Stock is taxed as capital gain. The Company receives no tax deduction on
the grant of an Option, but is entitled to a tax deduction when the Optionee
recognizes taxable income on or after exercise of the Option, in the same amount
as the income recognized by the Optionee.
Parachute Payments. Under certain circumstances, an accelerated vesting or
the cash out of Options in connection with the events discussed below might be
deemed an 'excess parachute payment' for purposes of the golden parachute tax
provisions of Section 280G of the Code. To the extent it is so considered, an
Optionee may be subject to a 20% excise tax and the Company may be denied an
income tax deduction.
Effect of Certain Corporate Transactions. Unless otherwise provided in any
Option Agreement, each outstanding Option shall become immediately and fully
exercisable (i) if there occurs any transaction (which shall include a series of
transactions occurring within 60 days or occurring pursuant to a plan), which
has the result that stockholders of the Company immediately before such
transaction cease to own at least 51% of the voting stock of the Company or of
any entity which results from the participation of the Company in a
reorganization, consolidation, merger, liquidation or any form of
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corporate transaction; (ii) if the stockholders of the Company shall approve a
plan of merger, consolidation, reorganization, liquidation or dissolution in
which the Company does not survive (unless the approved merger, consolidation,
reorganization, liquidation or dissolution is subsequently abandoned); or (iii)
if the stockholders of the Company shall approve a plan for the sale, lease,
exchange or other disposition of all or substantially all the property and
assets of the Company (unless such plan is subsequently abandoned). The Stock
Option Committee may, in its sole discretion, accelerate the date on which any
Option may be exercised and may accelerate the vesting of an Option that is not
immediately exercisable. The Stock Option Committee, in its sole discretion, by
giving a written cancellation notice to all Optionees may cancel, effective upon
the date of the consummation of any corporate transaction described in clauses
(ii) and (iii), above, any Option which remains unexercised on such date. Such
cancellation notice shall be given a reasonable period of time prior to the
proposed date of such cancellation and may be given either before or after
stockholder approval of such corporate transaction.
Amendments to Stock Option Plan. The Board of Directors may modify, revise
or terminate the Stock Option Plan at any time and from time to time, except
that no amendment of the Stock Option Plan or any Option issued under the Stock
Option Plan shall substantially impair any Option previously granted to any
Optionee without the consent of such Optionee, or make any other change that
requires stockholder approval under applicable law.
Options Issuable to Directors
Pursuant to a resolution of the Board of Directors, in April of each year
commencing in April 1996, each non-employee Director who is then serving in such
capacity is granted options exercisable for 15,000 shares of Common Stock at an
exercise price equal to the market price of the Common Stock prevailing on the
date such options are granted.
Employment Contracts
Effective as of July 1, 1995, the Company entered into a separate
employment agreement with each of Mr. Barry Peters and Mr. E. William Savage
providing for Mr. Peters' employment as Chairman of the Board and Chief
Executive Officer of the Company and for Mr. Savage's employment as President of
the Company, respectively. Each such agreement provides for an initial term of
employment of three years expiring on June 30, 1998 and is renewable for an
additional three-year term at the discretion of the employee covered thereby,
subject to termination as provided therein. The base salary for Mr. Peters
during the term of his employment agreement is $137,500 for the first year,
$195,000 for the second year and $270,500 for the third year. The base salary
for Mr. Savage during the term of his employment agreement is $125,000 for the
first year, $175,000 for the second year and $245,000 for the third year. In
addition, pursuant to the terms of the relevant employment agreement, each of
Mr. Peters and Mr. Savage has options to acquire 300,000 shares of Common Stock
at an exercise price of $2.50 per share for the first 150,000 shares and $3.00
per share for the remaining 150,000 shares, which exercise prices were set
pursuant to a resolution of the Board of Directors on September 26, 1996. At the
end of each year, or as otherwise may be deemed appropriate in the sole
discretion of the Board of Directors, each of Mr. Peters and Mr. Savage may be
paid a bonus, payable in whole or part in Common Stock at the election of the
employee. In addition, each year the Board of Directors may grant to each of Mr.
Peters and Mr. Savage such number of options to purchase shares of Common Stock
at such prices as the Board of Directors may determine from time to time to be
appropriate. During the first year of his employment, Mr. Peters elected to
receive less than the full amount of cash salary due to him under his employment
agreement and was paid a total of $100,626 in cash and $32,058 in the form of
16,029 shares of Common Stock. During the second year of Mr. Peters' employment
up to and including September 30, 1996, Mr. Peters again elected to receive less
than the full amount of cash salary due to him under his employment agreement
and was paid a total of $18,750 in cash. Similarly, during the first year of his
employment, Mr. Savage elected to receive less than the full amount of cash
salary due to him under his employment agreement and was paid a total of
$100,626 in cash and $32,058 in the form of 16,029 shares of Common Stock.
During the second year of Mr. Savage's employment up to and including September
30, 1996, Mr. Savage again elected to receive less than the full amount of cash
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salary due to him under his employment agreement and was paid a total of $18,750
in cash. The Company has not entered into any supplemental arrangements with
Messrs. Peters and/or Savage to compensate either of them for accepting less
than the cash salaries due to them under their respective employment agreements.
Each of Mr. Peters and Mr. Savage has agreed in his respective employment
agreement not to compete with the Company or engage in any business similar to
that of the Company during the term of such employment agreement. In the event
Mr. Peters or Mr. Savage, as the case may be, is terminated for other than good
cause, or if Mr. Peters or Mr. Savage, as the case may be, resigns for 'good
reason' (as defined below), then Mr. Peters or Mr. Savage, as the case may be,
will be entitled to receive severance pay in an amount equal to (i) one year's
base salary then in effect, payable in accordance with normal payroll practices
for the remainder of the term, plus (ii) the amount determined under clause (i)
but payable in a lump sum on the effective date of such termination.
For purposes of each of Mr. Peters' and Mr. Savage's respective employment
agreement, 'good reason' includes a Change in Control of the Company (as defined
therein), which is deemed to occur if (a) after a merger or consolidation, the
Company is not the surviving corporation and the Company's stockholders do not
continue to own at least 80% of the Company's assets, (b) there is a sale of
substantially all of the assets of the Company, (c) the stockholders approve a
plan for the liquidation or dissolution of the Company, (d) any person becomes a
30% or more beneficial owner of the outstanding Common Stock, or (e) the
employee ceases to be a Director for any reason, other than his voluntary
resignation or voluntary election not to stand for re-election as a Director.
Effective as of April 25, 1995, SD&A entered into a separate employment
agreement with each of Mr. Stephen Dunn and Mr. Thomas Scheir providing for Mr.
Dunn's employment as President of SD&A and Mr. Scheir's employment as Chief
Financial Officer of SD&A, respectively. Each such agreement provides for an
initial term expiring on April 25, 1997 and is renewable for an additional
one-year term at the discretion of the employee covered thereby, subject to
termination as provided therein. The base salary for Mr. Dunn during the term of
his employment agreement is $225,000 for the first year, $250,000 for the second
year and $275,000 for the third year. The base salary for Mr. Scheir during the
term of his employment is $125,000 for the first year, $150,000 for the second
year and $175,000 for the third year. At the end of each year, in the sole
discretion of the board of directors of SD&A, each of Mr. Dunn and Mr. Scheir
may be paid a cash bonus. The agreements also provide for other fringe benefits
as may be approved by the board of directors of SD&A. Each of Mr. Dunn and Mr.
Scheir has agreed in his respective employment agreement not to (i) own, become
employed by, or become a partner of any similar business during the term of his
employment agreement, except that each may own 1% or less of any similar
business or (ii) compete with SD&A for a period of three years after the
termination of his employment.
Effective as of October 1, 1996, Metro entered into a separate employment
agreement with each of Mr. Jeremy Barbera, Mr. Robert Budlow and Ms. Janet
Sautkulis providing for Mr. Barbera's employment as President and Chief
Executive Officer of Metro, Mr. Budlow's employment as Executive Vice President
and Chief Operating Officer of Metro and Ms. Sautkulis' employment as Executive
Vice President and General Manager of Metro, respectively. Each such agreement
provides for an initial term expiring on September 30, 1999 (the 'Employment
Term') and is renewable for an additional three-year term unless Metro or the
employee gives written notice to the other party, at least sixty (60) days prior
to the expiration of the Employment Term, of its intention not to renew the
employment agreement. The base salary for Mr. Barbera during the Employment Term
is $150,000 for the first year, $200,000 for the second year and $250,000 for
the third year. Pursuant to the relevant employment agreement, the base salary
for each of Mr. Budlow and Ms. Sautkulis during the Employment Term is $125,000
for the first year, $165,000 for the second year and $200,000 for the third
year. Pursuant to the terms of the relevant agreement, during each year of the
Employment Term, Mr. Barbera, Mr. Budlow and Ms. Sautkulis are each eligible to
receive raises and bonuses based upon the achievement of earnings and other
targeted criteria if and as determined by the Compensation Committee of the
Board of Directors. The agreements also provide for the granting to Mr. Barbera,
Mr. Budlow and Ms. Sautkulis of options to acquire Common Stock if and as
determined by the Option Plan Committee. Each of Mr. Barbera, Mr. Budlow and Ms.
Sautkulis has agreed in his or her respective employment agreement (i) not to
compete with Metro or to be associated with any other similar business during
the Employment Term, except that Mr. Barbera, Mr. Budlow and Ms. Sautkulis may
each own up to 5% of
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the outstanding common stock of certain corporations, as described more fully in
the relevant employment agreement, and (ii) upon termination of employment with
Metro, not to solicit or encourage certain clients of Metro (as more fully
described in the relevant employment agreement), to cease doing business with
Metro, and not to do business with any other similar business, for a period of
three years from the date of such termination. Metro has the right to terminate
the employment of Mr. Barbera, Mr. Budlow or Ms. Sautkulis, as the case may be,
'for cause' (as defined below), after giving notice to such employee, in which
event such employee will be entitled only to receive his or her salary at the
rate provided above to the date on which termination takes effect, plus any
compensation which is accrued but unpaid on the date of termination. In the
event of a disposition after October 1, 1996 of the properties and business of
Metro by merger, consolidation, sale of assets, sale of stock, or otherwise,
Metro has the right to assign each employment agreement and all of Metro's
rights and obligations thereunder to the acquiring or surviving corporation. If,
for any reason, such employment agreements are not assigned to, or assumed by,
such acquiring or surviving corporation, the employee covered thereby may
terminate such employment agreement by giving written notice thereof within six
months of the date of any such acquisition or disposition, and upon such
termination, or, if the employment agreement is terminated by Metro without
cause, such employee will be entitled to receive severance pay consisting of a
single lump sum distribution (with no present value adjustment) equal to the
base salary as provided above for the year then in effect for a period of one
year, notwithstanding that such one-year period might extend beyond the
Employment Term.
For purposes of each of Mr. Barbera's, Mr. Budlow's and Ms. Sautkulis'
respective employment contract, 'for cause' includes circumstances whereby the
relevant employee shall (i) be convicted of a felony crime, (ii) commit any act
or omit to take any action in bad faith and to the detriment of Metro, (iii)
commit an act of moral turpitude to the detriment of Metro, (iv) commit an act
of fraud against Metro, or (v) materially breach any term of the employment
agreement and fail to correct the breach within 10 days after written notice
thereof; provided that in the case of clauses (ii), (iii) or (iv) above, such
determination must be made by the Board of Directors after a meeting at which
such employee shall have been given an opportunity to explain such actions.
Consulting Agreements
On April 15, 1996, the Company entered into an agreement with Mr. Seymour
Jones to retain his services as a financial consultant and advisor to the
Company on a non-exclusive basis for a period of one year. Effective July 1996,
the agreement was terminated. Notwithstanding such termination, pursuant to the
terms of such agreement, in August 1996 Mr. Jones purchased from the Company,
for $2,500 in the aggregate, warrants exercisable for 50,000 shares of Common
Stock at an exercise price of $2.50 per share for the first 25,000 shares, $3.00
per share for the next 15,000 shares and $3.50 per share for the remaining
10,000 shares. The warrants are currently exercisable and expire on April 15,
2000.
On April 17, 1996, the Company entered into an agreement with Mr. James
Coppersmith to retain his services as a financial consultant and advisor to the
Company on a non-exclusive basis for a period of one year. Effective July 1996,
the agreement was terminated. Notwithstanding such termination, pursuant to the
terms of such agreement, in September 1996 Mr. Coppersmith purchased from the
Company, for $2,500 in the aggregate, warrants exercisable for 50,000 shares of
Common Stock at an exercise price of $2.50 per share for the first 25,000
shares, $3.00 per share for the next 15,000 shares and $3.50 per share for the
remaining 10,000 shares. The warrants are currently exercisable and expire on
May 15, 2000.
On June 3, 1996, the Company entered into an agreement with Mr. C. Anthony
Wainwright to retain his services as a financial consultant and advisor to the
Company on a non-exclusive basis for a period of two years. As compensation for
such services, Mr. Wainwright is entitled to receive the sum of $1,000 per month
for the term of the agreement plus all out-of-pocket expenses incurred by Mr.
Wainwright in the performance of such services, provided that prior
authorization from the Company shall have been received with respect to any such
expense. In addition, pursuant to the terms of such agreement, Mr. Wainwright
has the right, which right, as of the date hereof, has not been exercised, to
purchase from the Company, for $2,500 in the aggregate warrants exercisable for
50,000 shares of Common Stock at an exercise price of $4.00 per share for the
first 25,000 shares, $4.50 per share for the
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next 15,000 shares and $5.00 per share for the remaining 10,000 shares. The
warrants may be exercised over a four-year period commencing June 3, 1996. The
agreement is only assignable without the prior written consent of the other
party in the event of a sale of all or substantially all of the business of the
party desiring to assign the agreement. The agreement also provides for
indemnification of Mr. Wainwright and his affiliates (and their respective
directors, officers, stockholders, general and limited partners, employees,
agents and controlling persons and the successors and assigns of all of the
foregoing) by the Company for any losses or claims arising out of the rendering
of the services provided for in the agreement, other than for negligence or
willful misconduct.
CHANGE IN CONTROL PROVISIONS OF THE RESTATED ARTICLES
The Restated Articles require certain specified supermajority stockholder
approvals (the 'Business Combination Special Vote') for 'Business Combinations'
with an 'Other Entity,' which is defined generally as any corporation, person or
other entity (excluding certain employee plans) that is not controlled by or
under common control with the Company. Such Business Combinations include: (i)
any merger or consolidation of the Company, or any of its affiliates, with or
into any other corporation; (ii) any sale, lease, exchange, loan, distribution,
dividend or other disposition of all, or a substantial part, of the assets of
the Company; or (iii) any sale, lease, exchange, loan, distribution, dividend or
other disposition of all, or a substantial part, of the assets of another entity
in exchange for equity securities of the Company or its affiliates. The Business
Combination Special Vote required to approve a Business Combination is the
affirmative vote of both (i) the holders of 75% of the outstanding shares of
stock entitled to vote for the election of Directors, and (ii) the holders of a
majority of the outstanding shares of stock entitled to vote for the election of
Directors, other than those beneficially owned by the Other Entity.
A Business Combination Special Vote is not required to approve a Business
Combination, if certain conditions are met which include, but are not limited
to: (i) that the consideration to be received by the holders of the Common Stock
is not less than (a) the highest per share price paid by such Other Entity in
acquiring any shares of Common Stock and (b) the highest market price of the
Common Stock (I) during the 30 trading days immediately prior to the public
announcement of such Business Combination and (II) during the thirty trading
days immediately prior to the public announcement or the commencement, whichever
occurs first, of the acquisition of any Common Stock by such Other Entity; (ii)
that after such Other Entity has acquired 10% of the Common Stock, and prior to
the consummation of such Business Combination, the Board of Directors shall have
included at all times one or more Directors of the Company who shall have been
in office on October 1, 1988 (a 'Continuing Director'), or a Director designated
as a Continuing Director by such Director or other Continuing Directors; (iii)
that after such Other Entity has acquired 10% of the Common Stock, the Other
Entity has not (a) received the benefit, directly or indirectly (except
proportionately, as a stockholder), of any loans, advances, guarantees, pledges
or other financial assistance or any tax credits or other tax advantages
provided by the Company or (b) received the benefit, directly or indirectly, or
the extension of trade terms by the Company, which are less favorable to the
Company than those made available to a majority of the Company's clients for
similar products; and (iv) except as may have been approved by a unanimous vote
of the entire Board of Directors, made any major change in the Company's
business or equity capital structure.
The Restated Articles further provide that certain 'Reclassifications'
require the affirmative vote (the 'Reclassification Special Vote') of both (i)
the holders of 75% of the outstanding shares of stock entitled to vote for the
election of Directors and (ii) the holders of a majority of the outstanding
shares of stock entitled to vote for the election of Directors other than those
beneficially owned by any Other Entity. Such Reclassifications include (a) any
reclassification of securities (including any reverse stock split), reverse
capitalization, reorganization, issuer tender offer, purchase of shares by the
Company or by its affiliates, exchange offer by the Company or by any of its
affiliates, or any other transaction designed to reduce materially, or having
the effect of reducing materially, the percentage of Common Stock which is not
held by affiliates of the Company or (b) the adoption of any plan or proposal
for the liquidation or dissolution of the Company. The Reclassification Special
Vote is only required if there is an Other Entity for which a Business
Combination Special Vote would be required in the event of a
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Business Combination, and it is not required if any such amendment is
unanimously recommended to the stockholders by the Continuing Directors.
Other provisions of the Restated Articles and the By-Laws may have the
effect of limiting, or delaying, a change in control of the Company. These
provisions include: provisions of the By-Laws which provide for 60 days' notice
by the stockholders of any business they wish to conduct at a stockholders'
meeting, a prohibition of stockholder action by written consent, and provisions
of the Restated Articles that limit the ability to remove Directors. See 'Risk
Factors -- Certain Anti-Takeover Provisions' and ' -- Board of Directors.'
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PRINCIPAL AND SELLING STOCKHOLDERS
The following table sets forth certain information regarding the beneficial
ownership of Common Stock as of November 15, 1996 and as adjusted to give effect
to the Recapitalization and to reflect the sale of shares of Common Stock
offered hereby by: (i) each Director and each of the Named Executive Officers;
(ii) all executive officers and Directors of the Company as a group; (iii) each
person known by the Company to own beneficially more than 5% of the outstanding
shares of Common Stock; (iv) each Selling Stockholder; and (v) each
Over-Allotment Selling Stockholder.
<TABLE>
<CAPTION>
COMMON STOCK COMMON STOCK
BENEFICIALLY OWNED BENEFICIALLY OWNED
AFTER THE OFFERING AFTER THE OFFERING
COMMON STOCK ASSUMING NO EXERCISE ASSUMING FULL
BENEFICIALLY OWNED OF THE UNDERWRITERS' EXERCISE OF THE
PRIOR TO THE OVER- ALLOTMENT UNDERWRITERS' OVER-
OFFERING(1) SHARES OPTIONS(2) ALLOTMENT OPTIONS(2)
-------------------- BEING -------------------- --------------------
NAME(3) NUMBER PERCENT OFFERED NUMBER PERCENT NUMBER PERCENT
- ---------------------------------------------- --------- ------- ------- --------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
DIRECTORS AND NAMED EXECUTIVE OFFICERS
Barry Peters(4)............................... 676,536 12.2% -- 526,536 5.1% 526,536 5.0%
E. William Savage(5).......................... 672,868 12.1 -- 522,868 5.1 522,868 5.0
S. James Coppersmith(6)....................... 50,000 1.0 -- 50,000 * 50,000 *
Seymour Jones(6).............................. 50,000 1.0 -- 50,000 * 50,000 *
C. Anthony Wainwright(7)...................... 68,408 1.3 -- 68,408 * 68,408 *
J. Jeremy Barbera(8).......................... 1,199,924 23.0 -- 1,199,924 11.9 1,199,924 11.7
Stephen Dunn(9)............................... 138,716 2.7 -- 138,716 1.4 138,716 1.4
Thomas Scheir(10)............................. 12,875 * -- 12,875 * 12,875 *
All Directors and executive officers as a
group (9 persons)........................... 2,911,482 46.0 -- 2,611,482 24.0 2,611,482 23.6
5% STOCKHOLDERS(11)
Naomi Bodner(12).............................. 2,011,500 28.3 -- 2,011,500 18.2 2,011,500 17.8
Laura Huberfeld(12)........................... 2,011,500 28.3 -- 2,011,500 18.2 2,011,500 17.8
Newark Sales Corp.(13)........................ 1,583,333 23.7 -- 300,000 3.0 300,000 3.0
Saleslink Ltd.(13)............................ 1,583,333 23.7 -- 300,000 3.0 300,000 3.0
Robert Budlow(14)............................. 599,962 11.6 -- 599,962 6.0 599,962 5.9
Seth Antine(15)............................... 360,000 6.6 -- 360,000 3.5 360,000 3.5
Irwin Gross(16)............................... 270,000 5.0 -- 270,000 2.7 270,000 2.6
SELLING STOCKHOLDERS AND OVER-ALLOTMENT
SELLING STOCKHOLDERS
Alan I. Annex................................. 3,433 * 3,433 -- -- -- --
Bais Kaila Torah H.S.(17)..................... 22,500 * 10,000 12,500 * 12,500 *
Kenneth Berg(18).............................. 36,968 * 16,838 20,130 * -- --
Marguerite E. Cascio.......................... 9,242 * 4,621 4,621 * 4,621 *
Congregation Ahavas Tzdokoh Vchesed Inc.(19).. 67,500 * 20,000 47,500 * 47,500 *
Stephen A. Cooper and Randy E. Cooper, as
joint tenants............................... 9,242 * 4,621 4,621 * 4,621 *
Sheldon Finkel(18)............................ 6,722 * 3,062 3,660 * -- --
ForwardIssue Ltd.(18)(20)..................... 18,484 * -- 27,726 * 20,795 *
Juliet Gal.................................... 9,242 * 4,621 4,621 * 4,621 *
Maxine Ganer.................................. 9,242 * 4,621 4,621 * 4,621 *
Barbara M. Henagan............................ 9,242 * 4,621 4,621 * 4,621 *
Norton Herrick(18)............................ 110,902 2.2 50,513 60,389 * -- --
Seymour Huberfeld(21) 45,000 * 20,000 25,000 * 25,000 *
Harry Karten.................................. 18,484 * 18,484 -- -- -- --
Jewish Communal Fund.......................... 35,416 * 30,795 4,621 * 4,621 *
Marshall Kiev................................. 1,718 * 1,718 -- -- -- --
The Lederer Family Trust(22).................. 10,492 * 4,621 5,871 * 5,871 *
Thierry Liverman.............................. 4,621 * 2,311 2,310 * 2,310 *
Jonathan Mayer(23)............................ 13,500 * 6,000 7,500 * 7,500 *
Millennium Capital Corp.(18)(24).............. 19,000 * 4,270 14,730 * 9,625 *
David Miller(18).............................. 18,484 * 8,419 10,065 * -- --
Moshe Mueller(25)............................. 54,000 * 1,000 53,000 * 53,000 *
Charles Nebenzahl(26)......................... 45,000 * 16,000 29,000 * 29,000 *
Ohr Somayach Tannbaum Education Center(27).... 45,000 * 20,000 25,000 * 25,000 *
Lee M. Polster................................ 9,242 * 4,621 4,621 * 4,621 *
Ronald M. Resch............................... 9,242 * 4,621 4,621 * 4,621 *
Mark Schachner(18)............................ 18,484 * 8,419 10,065 * -- --
Shekel Hakodesh(28)........................... 54,000 * 6,915 47,085 * 47,085 *
Andrea Tessler................................ 1,718 * 1,718 -- -- -- --
G. Van Mourik & J. Van Mourik Revocable
Trust....................................... 4,621 * 2,311 2,310 * 2,310 *
Claudia Kaufmann Walters(18).................. 9,242 * 4,209 5,033 * -- --
Whale Securities Co., L.P.(18)(29)............ 19,300 * 4,270 15,030 * 9,925 *
Yeshiva of Telshe Alumni(30).................. 45,000 * 20,000 25,000 * 25,000 *
Zapco Holdings, Inc........................... 9,242 * 4,621 4,621 * 4,621 *
Zapco Holdings, Inc. Deferred Compensation
Plan Trust.................................. 9,242 * 9,242 -- -- --
Mark Zborowski(31)............................ 19,722 * 18,484 1,238 * 1,238 *
</TABLE>
(footnotes on next page)
58
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<PAGE>
(footnotes from previous page)
* Less than 1%.
(1) Does not give effect to the Recapitalization.
(2) Gives effect to the Recapitalization.
(3) Unless otherwise indicated in these footnotes, each stockholder has sole
voting and investment power with respect to the shares beneficially owned
and all addresses are in care of the Company. All share amounts reflect
beneficial ownership determined pursuant to Rule 13d-3 under the Exchange
Act. All information with respect to beneficial ownership has been
furnished by the respective Director, executive officer or stockholder, as
the case may be.
(4) Prior to the Offering, includes 450,000 beneficially owned shares of Common
Stock issuable upon the exercise of currently exercisable options and
31,375 beneficially owned shares of Common Stock owned by family members
with respect to which Mr. Peters disclaims beneficial ownership. After
giving effect to the Offering and the Recapitalization, includes 300,000
beneficially owned shares of Common Stock issuable upon the exercise of
currently exercisable warrants and 31,375 beneficially owned shares of
Common Stock owned by family members with respect to which Mr. Peters
disclaims beneficial ownership.
(5) Prior to the Offering, includes 450,000 beneficially owned shares of Common
Stock issuable upon the exercise of currently exercisable options and
21,878 beneficially owned shares of Common Stock owned by family members
with respect to which Mr. Savage disclaims beneficial ownership. After
giving effect to the Offering and the Recapitalization, includes 300,000
beneficially owned shares of Common Stock issuable upon the exercise of
currently exercisable warrants and 21,878 beneficially owned shares of
Common Stock owned by family members with respect to which Mr. Savage
disclaims beneficial ownership.
(6) Includes 50,000 beneficially owned shares of Common Stock issuable upon the
exercise of currently exercisable warrants.
(7) Includes 15,000 beneficially owned shares of Common Stock issuable upon the
exercise of currently exercisable options and 50,000 beneficially owned
shares of Common Stock issuable upon the exercise of a contractual right to
purchase warrants exercisable for such Common Stock pursuant to Mr.
Wainwright's consulting agreement with the Company.
(8) Includes 111,524 beneficially owned shares of Common Stock issuable upon
conversion of a convertible promissory note of the Company in the aggregate
face amount of $600,000 issued to Mr. Barbera in connection with the
Company's acquisition of Metro.
(9) Includes 5,000 beneficially owned shares of Common Stock issuable upon
exercise of currently exercisable warrants.
(10) Includes 12,500 beneficially owned shares of Common Stock issuable upon
exercise of currently exercisable warrants.
(11) The address for each of the 5% Stockholders (other than Mr. Budlow) is as
follows: c/o Broad Capital Associates, Inc., 152 West 57th Street, New
York, New York 10019.
(12) Prior to the Offering, 1,000,000 of this 5% Stockholder's total number of
beneficially owned shares of Common Stock are issuable upon exercise of
currently exercisable warrants and 800,000 beneficially owned shares of
Common Stock are issuable upon conversion of shares of Series B Preferred
Stock, subject in each case to this 5% Stockholder's sole investment power.
The remaining 211,500 beneficially owned shares of Common Stock are owned
by the Bodner/Huberfeld Partnership, are subject to a shared investment
power and consist of shares of Series B Preferred Stock convertible into
94,000 shares of Common Stock and warrants currently exercisable for
117,500 shares of Common Stock. After the Offering and Recapitalization,
1,000,000 of this 5% Stockholder's total number of beneficially owned
shares of Common Stock will be issuable upon exercise of then exercisable
warrants subject to this 5% Stockholder's sole investment power; the
remaining 117,500 beneficially owned shares of Common Stock will be
beneficially owned by the Laura Huberfeld/Naomi Bodner Partnership (the
'Bodner/Huberfeld Partnership') and will be issuable upon exercise of then
exercisable warrants subject to a shared investment power. Each of Naomi
Bodner and Laura Huberfeld disclaims beneficial ownership of
(footnotes continued on next page)
59
<PAGE>
<PAGE>
(footnotes continued from previous page)
the shares of Common Stock beneficially owned by the other and the shares
of Common Stock beneficially owned by the Bodner/Huberfeld Partnership.
(13) Prior to the Offering, 83,333 of this 5% Stockholder's total number of
beneficially owned shares of Common Stock are issuable upon conversion of
shares of Series C Preferred Stock and 1,500,000 beneficially owned shares
of Common Stock issuable upon exercise of currently exercisable warrants.
Golda Wilk, whose address is 377 Lange Leemstraat, Antwerpen, Belgium, may
be deemed to exercise beneficial, voting and/or investment control of the
shares of Common Stock beneficially owned by Newark Sales Corp. Mendel
Klein, whose address is 102 Lange Herentalse Straat, Antwerpen, Belgium,
may be deemed to exercise beneficial, voting and/or investment control of
the shares of Common Stock beneficially owned by Saleslink, Ltd. In
connection with the Recapitalization, all of this 5% Stockholder's shares
of Series C Preferred Stock will be repurchased by the Company and all of
this 5% Stockholder's warrants will be exchanged for 300,000 shares of
Common Stock.
(14) Includes 55,762 beneficially owned shares of Common Stock issuable upon
conversion of a convertible promissory note of the Company in the aggregate
face amount of $300,000 issued to Mr. Budlow in connection with the
Company's acquisition of Metro.
(15) Prior to the Offering, 200,000 of this 5% Stockholder's total number of
beneficially owned shares of Common Stock are issuable upon exercise of
currently exercisable warrants, and 160,000 beneficially owned shares of
Common Stock are issuable upon conversion of shares of Series B Preferred
Stock. After the Offering and the Recapitalization, 280,000 of this 5%
Stockholder's total number of beneficially owned shares of Common Stock
will be issuable upon exercise of then exercisable warrants.
(16) Prior to the Offering, 150,000 of this 5% Stockholder's total number of
beneficially owned shares of Common Stock are issuable upon exercise of
currently exercisable warrants and 120,000 beneficially owned shares of
Common Stock are issuable upon conversion of shares of Series B Preferred
Stock. After the Offering and the Recapitalization, 150,000 of this 5%
Stockholder's total number of beneficially owned shares of Common Stock
will be issuable upon exercise of currently exercisable warrants.
(17) Prior to the Offering, 10,000 of this Selling Stockholder's beneficially
owned shares of Common Stock are issuable upon conversion of shares of
Series B Preferred Stock and 12,500 are issuable upon the exercise of
currently exercisable warrants. After the Offering and the
Recapitalization, 12,500 of this Selling Stockholder's beneficially owned
shares of Common Stock will be issuable upon the exercise of currently
exercisable warrants.
(18) The number of shares subject to the Underwriters' over-allotment option
from this stockholder is as set forth next to such stockholder's name
below:
<TABLE>
<CAPTION>
SHARES SUBJECT TO
NAME UNDERWRITERS OVER-ALLOTMENT OPTION
- ---------------------------------------------------------- ----------------------------------
<S> <C>
Kenneth Berg......................................... 20,130
Sheldon Finkel....................................... 3,660
ForwardIssue, Ltd.................................... 4,621
Norton Herrick....................................... 60,389
Millennium Capital Corp.............................. 5,105
David Miller......................................... 10,065
Mark Schachner....................................... 10,065
Claudia Kaufmann Walters............................. 5,033
Whale Securities Co., L.P............................ 5,105
----------
Total........................................... 124,173
----------
----------
</TABLE>
In addition, the Company has granted to the Underwriters an option to
purchase up to 190,827 shares of Common Stock to cover over-allotments, if
any. See 'Underwriting.'
(19) Prior to the Offering, 30,000 of this Selling Stockholder's beneficially
owned shares of Common Stock are issuable upon conversion of shares of
Series B Preferred Stock and 37,500 are issuable
(footnotes continued on next page)
60
<PAGE>
<PAGE>
(footnotes continued from previous page)
upon the exercise of currently exercisable warrants. After the Offering and
the Recapitalization, 37,500 of this Selling Stockholder's beneficially
owned shares of Common Stock will be issuable upon the exercise of
currently exercisable warrants.
(20) After the Offering, (i) assuming no exercise of the Underwriters'
over-allotment option, 9,242, and (ii) assuming full exercise of the
Underwriters' over-allotment option, 6,932, of this Over-Allotment Selling
Stockholder's total number of beneficially owned shares of Common Stock
will be issuable upon exercise of then exercisable warrants.
(21) Prior to the Offering, 20,000 of this Selling Stockholder's beneficially
owned shares of Common Stock are issuable upon conversion of shares of
Series B Preferred Stock and 25,000 are issuable upon the exercise of
currently exercisable warrants. After the Offering and the
Recapitalization, 25,000 of this Selling Stockholder's beneficially owned
shares of Common Stock will be issuable upon the exercise of currently
exercisable warrants.
(22) 1,250 of this Selling Stockholder's beneficially owned shares of Common
Stock are issuable upon the exercise of currently exercisable warrants.
(23) Prior to the Offering, 6,000 of this Selling Stockholder's beneficially
owned shares of Common Stock are issuable upon conversion of shares of
Series B Preferred Stock and 7,500 are issuable upon the exercise of
currently exercisable warrants. After the Offering and the
Recapitalization, 7,500 of this Selling Stockholder's beneficially owned
shares of Common Stock will be issuable upon the exercise of currently
exercisable warrants.
(24) 9,625 of this Selling Stockholder's total number of beneficially owned
shares of Common Stock are issuable upon exercise of currently exercisable
warrants.
(25) Prior to the Offering, 24,000 of this Selling Stockholder's beneficially
owned shares of Common Stock are issuable upon conversion of shares of
Series B Preferred Stock and 30,000 are issuable upon the exercise of
currently exercisable warrants. After the Offering and the
Recapitalization, 30,000 of this Selling Stockholder's beneficially owned
shares of Common Stock will be issuable upon the exercise of currently
exercisable warrants.
(26) Prior to the Offering, 20,000 of this Selling Stockholder's beneficially
owned shares of Common Stock are issuable upon conversion of shares of
Series B Preferred Stock and 25,000 are issuable upon the exercise of
currently exercisable warrants. After the Offering and the
Recapitalization, 25,000 of this Selling Stockholder's beneficially owned
shares of Common Stock will be issuable upon the exercise of currently
exercisable warrants.
(27) Prior to the Offering, 20,000 of this Selling Stockholder's beneficially
owned shares of Common Stock are issuable upon conversion of shares of
Series B Preferred Stock and 25,000 are issuable upon the exercise of
currently exercisable warrants. After the Offering and the
Recapitalization, 25,000 of this Selling Stockholder's beneficially owned
shares of Common Stock will be issuable upon the exercise of currently
exercisable warrants.
(28) Prior to the Offering, 24,000 of this Selling Stockholder's beneficially
owned shares of Common Stock are issuable upon conversion of shares of
Series B Preferred Stock and 30,000 are issuable upon the exercise of
currently exercisable warrants. After the Offering and the
Recapitalization, 30,000 of this Selling Stockholder's beneficially owned
shares of Common Stock will be issuable upon the exercise of currently
exercisable warrants.
(29) 9,925 of this Selling Stockholder's total number of beneficially owned
shares of Common Stock are issuable upon exercise of currently exercisable
warrants.
(30) Prior to the Offering, 20,000 of this Selling Stockholder's beneficially
owned shares of Common Stock are issuable upon conversion of shares of
Series B Preferred Stock and 25,000 are issuable upon the exercise of
currently exercisable warrants. After the Offering and the
Recapitalization, 25,000 of this Selling Stockholder's beneficially owned
shares of Common Stock will be issuable upon the exercise of currently
exercisable warrants.
(31) 1,238 of this Selling Stockholder's total number of beneficially owned
shares of Common Stock are issuable upon exercise of currently exercisable
warrants.
61
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<PAGE>
DELAYED SELLING STOCKHOLDERS AND PLAN OF DISTRIBUTION
DELAYED SELLING STOCKHOLDERS
The Company has agreed to include the Delayed Stock, for the benefit of the
holders thereof, in the Registration Statement of which this Prospectus is a
part.
The following table sets forth certain information regarding the beneficial
ownership of Common Stock by the Delayed Selling Stockholders as of November 15,
1996.
<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY OWNED COMMON STOCK
AS OF NOVEMBER 15, TO BE SOLD
1996(1) ON DELAYED BASIS
NAME OF DELAYED ------------------------- -----------------------
SELLING STOCKHOLDER NUMBER PERCENT NUMBER PERCENT
- --------------------------------------------------------- --------- ---------- ------- ----------
<S> <C> <C> <C> <C>
Seth Antine(2)........................................... 360,000 6.6% 91,000 *
Birdsall Corp., N.V.(2).................................. 45,000 * 6,400 *
Ezra Birnbaum(2)......................................... 4,500 * 640 *
Naomi Bodner(2)(3)....................................... 2,011,500 28.3 500,000 7.0
Marguerite E. Cascio..................................... 9,242 * 4,621 *
Stephen A. Cooper and Randy E. Cooper, as joint
tenants................................................ 9,242 * 4,621 *
Israel A. Englander(2)................................... 180,000 3.5 26,000 *
Bryan I. Finkel(2)....................................... 18,000 * 2,500 *
Seth Fireman(2).......................................... 90,000 1.7 20,220 *
Rita Folger(2)........................................... 45,000 * 6,400 *
Friends of Kiryat Meor Chaim, Inc.(2).................... 45,000 * 6,400 *
Juliet Gal............................................... 9,242 * 4,621 *
Irwin L. Gross(2)........................................ 270,000 5.0 38,000 *
Barbara M. Henagan....................................... 9,242 * 4,621 *
Laura Huberfeld(2)(3).................................... 2,011,500 28.3 500,000 7.0
Keren M.Y.C.B. Elias Foundation(2)....................... 45,000 * 6,400 *
The Lederer Family Trust(4).............................. 10,492 * 4,621 *
Chanie Lerner(2)......................................... 45,000 * 6,400 *
Thierry Liverman......................................... 4,621 * 2,310 *
Mighty Net, Inc.......................................... 57,500 1.1 57,500 *
Gloria Lee Morgan........................................ 9,242 * 9,242 *
Moshe Mueller(2)......................................... 54,000 1.1 6,000 *
The Nais Corp.(2)........................................ 45,000 * 6,400 *
Namax Corp.(2)........................................... 45,000 * 6,400 *
Charles Nebenzahl(2)..................................... 45,000 * 1,000 *
Lee M. Polster........................................... 9,242 * 4,621 *
Ronald M. Resch.......................................... 9,242 * 4,621 *
Fred Rudy(2)............................................. 45,000 * 6,400 *
Malca Sand(2)............................................ 45,000 * 6,400 *
Joshua Schwartz(2)....................................... 4,500 * 640 *
Richard Stadtmauer(2).................................... 45,000 * 6,400 *
G. Van Mourik & J. Van Mourik Revocable Trust............ 4,621 * 2,310 *
Gregory Welter........................................... 10,634 * 9,242 *
Brian Welter............................................. 9,242 * 9,242 *
Neil and Betty Joan Welter, as joint tenants............. 9,242 * 9,242 *
Zapco Holdings, Inc...................................... 9,242 * 4,621 *
</TABLE>
- ------------
* Less than 1%
(1) Does not give effect to the Offering or the Recapitalization.
(2) All of the shares of Common Stock to be sold on a delayed basis by this
Delayed Selling Stockholder are issuable upon conversion of shares of Series
B Preferred Stock. This Delayed Selling Stockholder's beneficially owned
shares of Common Stock as of November 15, 1996 consist of the number of
shares of Common Stock issuable upon conversion of shares of Series B
Preferred Stock or exercise of currently exercisable warrants as is set
forth below next to such Delayed Selling Stockholder's name:
62
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
SHARES OF COMMON STOCK SHARES OF COMMON STOCK
ISSUABLE UPON CONVERSION ISSUABLE UPON EXERCISE
NAME OF SERIES B PREFERRED STOCK OF WARRANTS
- ---------------------------------------------- --------------------------- ----------------------
<S> <C> <C>
Seth Antine................................... 160,000 200,000
Birdsall Corp., N.V........................... 20,000 25,000
Ezra Birnbaum................................. 2,000 2,500
Naomi Bodner(A)............................... 894,000 1,117,500
Israel A. Englander........................... 80,000 100,000
Bryan I. Finkel............................... 8,000 10,000
Seth Fireman.................................. 40,000 50,000
Rita Folger................................... 20,000 25,000
Friends of Kiryat Meor Chaim, Inc............. 20,000 25,000
Irwin L. Gross................................ 120,000 150,000
Laura Huberfeld(A)............................ 894,000 1,117,500
Keren M.Y.C.B. Elias Foundation............... 20,000 25,000
Chanie Lerner................................. 20,000 25,000
Moshe Mueller................................. 24,000 30,000
The Nais Corp. ............................... 20,000 25,000
Namax Corp.................................... 20,000 25,000
Charles Nebenzahl............................. 20,000 25,000
Fred Rudy..................................... 20,000 25,000
Malca Sand.................................... 20,000 25,000
Joshua Schwartz............................... 2,000 2,500
Richard Stadtmauer............................ 20,000 25,000
</TABLE>
-------------------
(A) 94,000 of this Delayed Selling Stockholder's total number of
beneficially owned shares of Common Stock issuable upon conversion of
shares of Series B Preferred Stock and 117,500 issuable upon the
exercise of warrants currently exercisable are owned by the
Bodner/Huberfeld Partnership and are subject to a shared investment
power. Each of Naomi Bodner and Laura Huberfeld disclaims beneficial
ownership of the shares of Common Stock beneficially owned by the
other and the shares of Common Stock beneficially owned by the
Bodner/Huberfeld Partnership.
(3) 1,000,000 of this Delayed Selling Stockholder's total number of beneficially
owned shares of Common Stock are issuable upon exercise of warrants
currently exercisable and 800,000 beneficially owned shares of Common Stock
are convertible shares of Series B Preferred Stock, subject in each case to
this Delayed Selling Stockholder's sole investment power. The remaining
211,500 beneficially owned shares of Common Stock are owned by the
Bodner/Huberfeld Partnership, are subject to a shared investment power and
consist of shares of Series B Preferred Stock convertible into 94,000 shares
of Common Stock and warrants currently exercisable for 117,500 shares of
Common Stock. Each of Naomi Bodner and Laura Huberfeld disclaims beneficial
ownership of the shares of Common Stock beneficially owned by the other and
the shares of Common Stock beneficially owned by the Bodner/Huberfeld
Partnership.
(4) 1,250 of this Delayed Selling Stockholder's total number of beneficially
owned shares of Common Stock are issuable upon exercise of currently
exercisable warrants.
PLAN OF DISTRIBUTION
The shares of Delayed Stock covered by this Prospectus are being registered
by the Company for the account of the Delayed Selling Stockholders. The Company
has been informed by the Delayed Selling Stockholders that they intend to
distribute the Delayed Stock in the following manner, subject to the agreement
of certain of the Delayed Selling Stockholders, who are selling an aggregate
1,291,588 shares of Common Stock, to refrain from effecting any sales for nine
months after the date the final Prospectus relating to the Offering has been
filed with the Commission. See 'Shares Eligible For Future Sale -- Registration
Rights and Certain Lock-Up Arrangements.'
63
<PAGE>
<PAGE>
The shares may be sold from time to time by the Delayed Selling
Stockholders, either directly in privately negotiated transactions or through
one or more brokers or dealers (which may include the Representative) on the
over-the-counter market, at such prices and upon such terms as may be
obtainable. In connection therewith, the Delayed Selling Stockholders and
participating brokers or dealers may be deemed to be 'underwriters' as that term
is defined in the Securities Act, and commissions or discounts or any profit
realized on the sale of shares received by the Delayed Selling Stockholders and
such brokers or dealers may be deemed to be underwriting commissions or
discounts within the meaning of the Securities Act. The Company has been
informed that the Delayed Selling Stockholders do not have, as of the date of
this Prospectus, any agreement, arrangement or understanding with any broker or
dealer concerning the distribution of the shares of Delayed Stock covered by
this Prospectus.
THE RECAPITALIZATION
Prior to or concurrently with the Offering, the Company and certain of its
securityholders will effect changes in the Company's outstanding capital stock
and related securities whereby: (i) all 6,200 outstanding shares of the Series B
Preferred Stock will be converted in accordance with their terms and without the
payment of additional consideration into 2,480,000 shares of Common Stock; (ii)
all 2,000 outstanding shares of the Series C Preferred Stock will be repurchased
by the Company for $1.0 million from the net proceeds of the Offering; (iii)
warrants issued to the holders of the Series C Preferred Stock, which are
currently exercisable for 3,000,000 shares of Common Stock, will be exchanged
for an aggregate of 600,000 shares of Common Stock; (iv) all accrued dividends
on the Series B Preferred Stock and the Series C Preferred Stock ($140,652 in
the aggregate at December 16, 1996) will be converted into 28,130 shares of
Common Stock (assuming conversion on December 16, 1996); (v) agreements to issue
warrants exercisable for an aggregate of up to 1,038,503 shares of Common Stock,
which the Company entered into with certain of its securityholders in
consideration for such securityholders' agreement to certain lockup
arrangements, will be rescinded; and (vi) options currently held by two of the
Company's executive officers to purchase an aggregate of 300,000 shares of
Common Stock will be cancelled at no cost to the Company. See 'Certain
Transactions.'
64
<PAGE>
<PAGE>
CERTAIN TRANSACTIONS
TRANSACTIONS UNDER CURRENT MANAGEMENT AFTER ALLIANCE ACQUISITION
The Company believes that all of the following transactions were entered
into on terms as favorable to the Company as those that could have been obtained
from unaffiliated third parties. The Company does not currently have any plans
to enter into additional transactions with affiliated parties. Any transactions
with affiliates that may be proposed in the future will be subject to the
approval of a majority of the disinterested members of the Board of Directors.
In connection with future acquisitions, the Company may enter into arrangements
with the sellers, who may later become affiliates of the Company as a result of
the consummation of such acquisitions.
Transactions with Mr. Dunn. In connection with the acquisition of SD&A on
April 25, 1995, Alliance issued promissory notes in an aggregate principal
amount of $4.5 million to Mr. Dunn. Interest on such notes was payable monthly
at a rate equal to the prime rate of Bank of America, N.T. & S.A., as in effect
from time to time, subject to a maximum of 10% and a minimum of 8%. Principal
payments were due quarterly, and originally $1.5 million was due in quarterly
installments during fiscal 1996. All of the outstanding common shares of SD&A
were initially pledged to collateralize such notes but were released in June
1996. In connection with such notes, an operating covenants agreement between
the Company and Mr. Dunn included, among other things, provisions requiring that
SD&A have a minimum level of working capital and cash levels, subject to
periodic increases based on sales, before dividend payments could be made to the
parent company. In June 1996, the operating covenants agreement was terminated.
Prior to October 1995, the Company made all principal payments when due.
Each of the principal payments due October 1, 1995, January 1, 1996 and April 1,
1996 were deferred as they became due and thereafter from time to time. In June
1996, principal payments of approximately $2.0 million were made and the
remaining obligations were restructured such that the remaining $2.1 million is
now payable in installments of $58,333 per month, plus interest at 8%, starting
September 19, 1996.
In connection with the Company's acquisition of SD&A, additional contingent
payments of up to $850,000 per year over the period ending June 30, 1998 may be
required to be paid by the Company to Mr. Dunn based on the achievement of
certain defined results of operations of SD&A. At the Company's option, up to
half of each such additional contingent payment may be paid through the issuance
of shares of Common Stock, the number of such shares to be determined based on
the then current market price of the Common Stock; the balance of each such
contingent payment is required to be paid in cash. In June 1996, the Company
paid Mr. Dunn $425,000 in cash in partial payment of the contingent payment
earned by Mr. Dunn for the year ended June 30, 1996 and in September 1996, the
Company paid the remainder by issuing to Mr. Dunn 96,748 shares of Common Stock.
SD&A leases its corporate business premises from Mr. Dunn. The lease
requires monthly rental payments of $11,805 through January 1, 1999, with an
option to renew. SD&A incurs all costs of insurance, maintenance and utilities.
Total rent paid by SD&A to Mr. Dunn during 1996 and from the date of acquisition
to June 30, 1995 was approximately $138,000 and $26,000, respectively.
Indebtedness of Management. In February 1996, Mr. Barbera, then a
shareholder of Metro, borrowed $50,000 from Metro. Interest on such indebtedness
accrues at a rate of 6% per annum. The principal of such indebtedness, together
with accrued interest thereon, is repayable in four equal quarterly installments
starting March 31, 1998.
Transactions with Former Shareholders of Metro. In connection with the
Company's acquisition of Metro, effective as of October 1, 1996, the Company
issued promissory notes in an aggregate face amount of $1,000,000 to Mr.
Barbera, Mr. Budlow and Ms. Sautkulis, the former shareholders of Metro. Such
promissory notes have a stated interest rate of 6% per annum, mature June 30,
1998 and are convertible at the option of the holders thereof into 185,874
shares of Common Stock.
Bank Credit Line. Mr. Dunn is currently a guarantor of SD&A's unsecured
credit line. If such credit line is replaced with another credit facility, the
Company does not currently expect that Mr. Dunn would be a guarantor of such
replacement credit facility. See 'Management's Discussion of Financial
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Condition and Results of Operations -- Liquidity and Capital
Resources -- All-Comm Media Corporation.'
Recapitalization Transactions. Prior to or concurrently with the Offering,
the Company and certain of its securityholders will effect changes in the
Company's outstanding capital stock and related securities whereby: (i) all
6,200 outstanding shares of the Company's Series B Preferred Stock will be
converted, in accordance with its terms without the payment of additional
consideration, into 2,480,000 shares of Common Stock, including the shares held
by each of Naomi Bodner and Laura Huberfeld, in their individual capacities
(each a beneficial holder of more than 10% of the outstanding Common Stock), and
the Bodner/Huberfeld Partnership; (ii) all 2,000 outstanding shares of the
Company's Series C Preferred Stock, will be repurchased by the Company from the
holders thereof, Newark Sales Corp. and Saleslink Ltd. (prior to the Offering
and the Recapitalization, each a beneficial holder of more than 10% of the
outstanding Common Stock), for $1.0 million in cash from the net proceeds of the
Offering; (iii) warrants issued to the holders of the Series C Preferred Stock,
Newark Sales Corp. and Saleslink Ltd., which are currently exercisable for
3,000,000 shares of Common Stock, will be exchanged for an aggregate of 600,000
shares of Common Stock; (iv) all accrued dividends on the Series B Preferred
Stock and the Series C Preferred Stock ($140,652 in the aggregate at December
16, 1996) will be converted into 28,130 shares of Common Stock (assuming
conversion on December 16, 1996); (v) agreements to issue warrants exercisable
for an aggregate of up to 91,702 shares of Common Stock, which the Company had
entered into with certain of its securityholders in consideration for such
securityholder's agreement to certain lock-up arrangements, will be rescinded;
and (vi) options to purchase an aggregate of 300,000 shares of Common Stock at
an exercise price of $3.00 per share currently held by Barry Peters and E.
William Savage, Directors and principal executive officers of the Company, will
be cancelled at no cost to the Company. See 'Restructuring of Capital Stock' and
'Certain Transactions.'
TRANSACTIONS UNDER FORMER MANAGEMENT PRIOR TO ALLIANCE ACQUISITION
Former Company Counsel. Robert L. McDonald, Sr., a former director of the
Company who resigned in April 1995, 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 years ended June 30, 1995
and 1994 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 who resigned in April 1995 and former chairman of its Executive
Committee, was a Senior Managing Director of Golenberg & Geller, Inc., a private
merchant banking firm. The former management of the Company retained Golenberg &
Geller, Inc. during the 1995 and 1994 fiscal years to perform investment banking
and financial advisory services. The amount of fees paid by the Company for
services rendered by Mr. Geller's firm for the fiscal years ended June 30, 1995
and 1994 were $5,700 and $21,000, respectively. 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 acquisition by the Company of Alliance. In connection with the Company's
acquisition of Alliance, a finder's fee in the aggregate amount of $200,000 was
paid 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 Common Stock and a warrant exercisable for
6,250 shares of Common Stock over a period of three years from the date of issue
at an exercise price of $8.00 per share 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 former 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 'Affiliated 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
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FGC issuable upon exercise of the warrant. Each of the Affiliated Lenders lent
the Company 20% of the total FGC Loan, or $200,000.
Pursuant to the terms of the FGC Loan, borrowings accrued interest at a
rate of 7.75% per annum. In addition, the Company was obligated to pay the
Lenders, pro rata, a commitment fee of $0.3 million, and to pay the Lenders'
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 prior to September 21, 1994. During the period from July 1994 to
March 1995, the Company sold the FGC common stock.
Mortgage Loan to Subsidiary. On June 9, 1994, under the former management
of the Company, All-Comm Holdings, Inc. (formerly named Bullhead Casino
Corporation), a wholly-owned subsidiary of the Company, 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. All-Comm Holdings, Inc. loaned the borrowed funds 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 acquisition
of Alliance, the Company's former chairman purchased property and equipment, for
$11,000, owned by the Company having a cost of $160,000 and net book value of
$6,000.
Indebtedness of Former Management. Pursuant to the terms of his employment
agreement with the Company, which has expired, Arnold Rosenstein was issued
25,000 shares of Common Stock in exchange for a promissory note in the principal
amount of $0.2 million. The promissory note accrued interest at 10.5% per annum
payable at maturity on November 1, 1994. On January 21, 1994, Mr. Rosenstein
paid $133,333, per resolutions of the Company's Board of Directors, for the
early retirement of the $0.2 million note receivable for shares issued to him.
The $66,667 allowance was charged to additional paid-in capital in the 1994
fiscal year. Also, on December 31, 1993, accrued interest of $87,500 was
discounted to $58,334 and paid to the Company.
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DESCRIPTION OF CAPITAL STOCK
The following is a summary of the material terms of the Company's capital
stock which are contained in the Restated Articles and the By-Laws, which are
filed as exhibits to the Registration Statement of which this Prospectus is a
part. Reference is made to such exhibits for a more complete description of the
Company's capital stock.
DESCRIPTION OF COMMON STOCK
General
The Company is authorized to issue 36,250,000 shares of Common Stock in
accordance with an amendment to its Restated Articles approved by the Company's
Board of Directors and stockholders effective August 1996. The shares of Common
Stock being sold by the Delayed Selling Stockholders, the Selling Stockholders
and the Over-Allotment Selling Stockholders are, and the shares of Common Stock
being sold by the Delayed Selling Stockholders issuable upon conversion or
exercise of certain securities, (when issued upon due conversion or exercise)
and the shares of Common Stock being sold by the Company in the Offering (when
issued against payment therefor in accordance with the Underwriting Agreement)
will be, legally issued, fully paid and nonassessable.
Quorum and Voting Rights
Each share of Common Stock is entitled to one vote on all matters as to
which the holders of Common Stock are entitled to vote. The affirmative vote of
a majority of the stock having voting power present or represented by a proxy at
a meeting at which a quorum is present is required as to any matter which
requires the approval of the holders of Common Stock, other than (i) the
approval of certain Business Combinations and Reclassifications (as such terms
are defined above in 'Management -- Change in Control Provisions of the Restated
Articles'), (ii) the amendment of certain provisions of the Restated Articles,
and (iii) the amendment of certain provisions of the By-Laws, which require the
approval of 75% of the outstanding shares of stock entitled to vote for the
election of Directors. In the case of certain Business Combinations and
Reclassifications, the approval of a majority of the outstanding shares of stock
entitled to vote for the election of Directors other than those beneficially
owned by the other party to the Business Combination is required.
At any meeting of the stockholders of the Company at which the holders of
Common Stock are entitled to vote, the presence, in person or by proxy, of a
majority of the stock issued and outstanding, and entitled to vote thereat,
constitutes a quorum. No action may be taken at any meeting, other than to
adjourn such meeting, unless a quorum of each class entitled to vote is present.
Dividends
The Board of Directors may cause dividends to be paid to the holders of
Common Stock from time to time out of funds legally available therefor. When and
as dividends are declared, they may be payable in cash, in property or in shares
of Common Stock. See 'Risk Factors -- No Intention to Pay Dividends.'
Registration Rights
The Company has granted to certain of its securityholders rights to have
certain shares of Common Stock held by or issuable to such persons registered
for resale under the Securities Act.
DESCRIPTION OF PREFERRED STOCK
General
The Company has authorized 50,000 shares of Convertible Preferred Stock,
which the Company has issued from time to time in the form of designated series
as set forth below.
Series A Preferred Stock. In May 1996, the Company issued 10,000 shares of
Series A Preferred Stock. Subsequently, in June 1996 these shares were
repurchased and canceled as a condition precedent
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to the purchase of the Series B Preferred Stock and the Series C Preferred Stock
by the holders thereof, and are currently held by the Company as authorized but
unissued shares.
Series B Preferred Stock. In June 1996, the Company issued 6,200 shares of
Series B Preferred Stock. The holders of Series B Preferred Stock are entitled
to receive a dividend payable only on redemption or credited against conversion,
which shall accrue at the rate of 6% per annum. The Company also issued warrants
to holders of Series B Preferred Stock for 3,100,000 shares of Common Stock
exercisable at $2.50 per share for three years. The holders of the Series B
Preferred Stock have the right, at any time prior to the second anniversary of
the date of issuance, to convert, first, the outstanding accrued dividends, and
then the Series B Preferred Stock, in whole or in part. The outstanding accrued
dividends on each share of Series B Preferred Stock are convertible into that
number of shares of Common Stock equal to the quotient of the amount of such
outstanding accrued dividends divided by the lesser of (i) $1.25 and (ii) 80% of
the average of the closing bid price of the Common Stock during the five trading
days prior to such conversion. Each share of Series B Preferred Stock is
convertible into that number of shares of Common Stock equal to the quotient of
$500, which is
the redemption value per share of Series B Preferred Stock, divided by the
lesser of (i) $1.25 and (ii) 80% of the average of the closing bid price of the
Common Stock during the five trading days prior to such conversion. If not
theretofore converted, the Series B Preferred Stock is automatically deemed
converted in accordance with the foregoing formulas on the second anniversary of
the date of issuance, unless (i) the Common Stock is not then trading on NASDAQ
or another U.S. securities exchange or (ii) the Company has not theretofore had
declared effective a registration statement with respect to the Common Stock
issuable upon conversion of the Series B Preferred Stock or the exercise of the
warrants issued to the holders of the Series B Preferred Stock. See 'Shares
Eligible for Future Sale -- Registration Rights and Certain Lock-up
Arrangements -- Holders of Series B Preferred Stock.' In such event, the Company
is required to redeem the Series B Preferred Stock at a redemption price payable
in cash equal to $500 per share plus all accrued and unpaid dividends thereon.
All of the outstanding shares of Series B Preferred Stock are being converted
into shares of Common Stock as part of the Recapitalization. See 'The
Recapitalization'.
Series C Preferred Stock. In September 1996, the Company issued,
retroactive to June 1996, 2,000 shares of Series C Preferred Stock. The Company
also issued warrants to the holders of the Series C Preferred Stock for
3,000,000 shares of Common Stock exercisable at $3.00 per share for three years.
The holders of Series C Preferred Stock are entitled to receive a dividend
payable only on redemption or credited against conversion, which shall accrue at
the rate of 8% per annum. The holders of the Series C Preferred Stock have the
right, at any time prior to June 7, 1998, to convert, first, the outstanding
accrued dividends, and then the Series C Preferred Stock, in whole or in part.
The outstanding accrued dividends on each share of Series C Preferred Stock are
convertible into that number of shares of Common Stock equal to the quotient of
the amount of such outstanding accrued dividends divided by $6.00. Each share of
Series C Preferred Stock is convertible into that number of shares of Common
Stock equal to the quotient of $500, which is the redemption value per share of
Series C Preferred Stock, divided by $6.00. If not theretofore converted, the
Series C Preferred Stock automatically deemed converted in accordance with the
foregoing formulas on June 7, 1998, unless (i) the Common Stock is not then
listed on NASDAQ (or another U.S. securities exchange) or (ii) the Company has
not theretofore had declared effective a registration statement with respect to
the Common Stock issuable upon conversion of the Series C Preferred Stock or the
exercise of the warrants issued to the holders of the Series C Preferred Stock.
In such event, the Company is required to redeem the Series C Preferred Stock at
a redemption price payable in cash equal to $500 per share plus all accrued and
unpaid dividends thereon. In addition, if the Company has not had declared
effective by October 7, 1996 such a registration statement, the dividend rate is
increased to 24% per annum and, at the option of the holders of the Series C
Preferred Stock, the Series C Preferred Stock will not be redeemable by the
Company, and will remain convertible and accrue dividends, until the earlier of
(x) the date designated by such holders and (y) the date 180 days after such
registration statement is declared effective. This requirement to have such
registration statement declared effective by October 7, 1996 has been waived by
the holders of the Series C Preferred Stock until 120 days after the expiration
of the lock-up arrangements described under 'Shares Eligible for Future
Sale -- Registration Rights and Certain Lock-up Arrangements -- Holders of
Series C Preferred Stock.' All of the
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outstanding shares of Series C Preferred Stock are being repurchased for $1.0
million in cash, and the warrants issued in connection with Series C Preferred
Stock are being exchanged for shares of Common Stock, in each case as part of
the Recapitalization. See 'The Recapitalization.'
OTHER OPTIONS AND WARRANTS
In addition to the warrants attached to the shares of Series B Preferred
Stock and Series C Preferred Stock described above, the Company, on various
dates ranging from April 21, 1995 to September 20, 1996, issued to several
persons 433,077 warrants that are fully vested as of the date of this Prospectus
including the Other Warrants as described under 'Shares Eligible for Future
Sale -- Registration Rights and Certain Lock-up Arrangements -- Warrants' (the
'Warrants'). Each Warrant entitles the holder to one share of Common Stock at
exercise prices ranging from $1.60 to $8.00 per share. The Warrants expire on
dates ranging from April 21, 1998 to February 26, 2001. The Company granted to
the holders of 118,077 of the Warrants piggyback registration rights, as
described more fully below.
Upon consummation of the Offering, the Company will issue warrants
exercisable for an aggregate of 160,414 shares of Common Stock to certain
stockholders as consideration for such stockholders' agreement to certain of the
lock-up arrangements described under 'Shares Eligible for Future Sale.' These
warrants will be exercisable for a period of two or three years after the date
of Closing at an exercise price equal to the initial price to public of the
Common Stock in the Offering (except that, in the case of warrants exercisable
for up to 9,386 shares of Common Stock to be issued to two stockholders, the
exercise price with respect to such warrants will be $1.00 above such initial
price to public).
LIMITATION OF DIRECTORS LIABILITY; INDEMNIFICATION
The Restated Articles provide that Directors and officers of the Company
shall not be personally liable to the Company or its stockholders for damages
for breach of fiduciary duty as a Director or officer, except for (i) acts or
omissions which involve intentional misconduct, fraud, or a knowing violation of
law or (ii) the payment of dividends in violation of the provisions of Chapter
78 of the Nevada General Corporation Law, as amended (the 'NGCL'). The Restated
Articles further provide that, if the NGCL is amended to authorize corporate
action further eliminating or limiting the personal liability of Directors and
officers, then the liability of a Director or officer of the Company shall be
eliminated or limited to the full extent permitted by the NGCL. Any repeal or
modification of all or any portion of the limitation on liability contained in
the Restated Articles by the stockholders of the Company shall not adversely
affect any right or protection of a Director or officer of the Company with
respect to any acts or omissions occurring prior to the time of such repeal or
modification.
The By-Laws provide for indemnification of the officers and Directors of
the Company, as the case may be, against any liability, cost or expense incurred
by such Director or officer by reason of the fact that such person is or was a
Director, officer, employee or agent of the Company, except to the extent that
such indemnification is prohibited by Chapter 78 of the NGCL.
Section 78.751 of the NGCL provides that a corporation may, and in certain
cases, must, indemnify any person who was or is a party, or is threatened to be
made a party, to any threatened, pending or completed action, suit or proceeding
(other than certain actions by, or in right of, the Corporation), by reason of
the fact that such person is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses, including attorneys' fees,
and, in the case of a non-derivative action, judgments, fines and amounts paid
in settlement, actually and reasonably incurred by such person, in connection
with the action, suit or proceeding, if, in either type of action, such person
acted in good faith and in a manner which such person reasonably believed to be
in, or not opposed to, the best interests of the corporation. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction or
upon a plea of nolo contendere or its equivalent does not, of itself, create a
presumption that the person did not act in good faith and in a manner which such
person reasonably believed to be in, or not opposed to, the best interests of
the
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corporation and that, with respect to any criminal action or proceeding, such
person had reasonable cause to believe that such person's conduct was unlawful.
Indemnification may not be made, in a derivative action, for any claim,
issue or matter as to which such a person had been adjudged by a court of
competent jurisdiction, after exhaustion of all appeals therefrom, to be liable
to the corporation, or for amounts paid in settlement to the corporation,
unless, and only to the extent that, the court in which the action or suit was
brought or other court of competent jurisdiction determines upon application
that, in view of all the circumstances of the case, the person is fairly and
reasonably entitled to indemnity for such expenses as the court deems proper.
The Company's By-Laws provide that the expenses of officers and Directors
incurred in defending a civil or criminal action, suit or proceeding must be
paid by the corporation as they are incurred, and in advance of the final
disposition of the action, upon receipt of an undertaking by, or on behalf of,
the Director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that such person is not entitled to be
indemnified by the corporation, unless ordered by a court or advanced (as
described above), any indemnification must be made by the corporation, only as
authorized in the specific case, upon a determination that the indemnification
of the Director, officer, employee or agent is proper in the circumstances. The
determination must be made either by the stockholders, or by the Board of
Directors by a majority vote of a quorum consisting of Directors who were not
parties to the act, suit or proceeding. If a majority vote of a quorum
consisting of Directors who were not parties to the act, suit or proceeding so
orders, or if a quorum consisting of Directors who were not parties to the act,
suit or proceeding cannot be obtained, the determination must be made by
independent legal counsel in a written opinion.
Insofar as indemnification for Directors, officers and controlling persons
of the Company with respect to liabilities arising under the Securities Act may
be granted pursuant to the provisions described above, or otherwise, the Company
has been advised that, in the opinion of the Commission, such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.
TRANSFER AGENT AND REGISTRAR
The Transfer Agent and Registrar for the Common Stock is Continental Stock
Transfer & Trust Company and its address is 2 Broadway, New York, New York
10004.
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SHARES ELIGIBLE FOR FUTURE SALE
The following discussion of shares eligible for future sale excludes up to
5,080,927 shares of Common Stock (subject to lock-up provisions described below)
which may be issued pursuant to currently outstanding options, warrants and
contractual rights.
Upon completion of the Offering and the Recapitalization, the Company will
have a total of 9,963,537 shares of Common Stock outstanding (10,154,364 if the
Underwriters' over-allotment option is exercised in full). Immediately following
the Offering, 5,316,117 shares of the outstanding Common Stock, including the
2,100,000 shares of Common Stock offered hereby and the 1,386,056 shares of
Common Stock being sold by the Delayed Selling Stockholders, (plus an additional
315,000 shares if the Underwriters' over-allotment option is exercised in full),
will be freely tradeable without restriction or registration under the
Securities Act or will be eligible for sale in the public market without regard
to the availability of current public information, volume limitations, manner of
sale restrictions or notice requirements under Rule 144(k), in each case by
persons other than 'affiliates' (as defined under the Securities Act) of the
Company.
All the remaining 4,647,420 Restricted Shares were issued and sold by the
Company in private transactions in reliance upon the exemption from registration
contained in Section 4(2) of the Securities Act and are restricted securities
under Rule 144 of the Securities Act. Restricted Shares may not be sold unless
they are registered under the Securities Act or are sold pursuant to an
applicable exemption from registration, including pursuant to Rule 144. In
general, under Rule 144 as currently in effect, beginning 90 days after this
Offering a person (or persons whose shares are aggregated) who has beneficially
owned Restricted Shares for at least two years, including affiliates of the
Company, would be entitled to sell in brokers' transactions or to market makers
within any three-month period a number of Restricted shares that does not exceed
the greater of (i) 1% of the then outstanding shares of the Common Stock
(approximately 99,635 shares, based on the number of shares to be outstanding
after the Offering, assuming no exercise of the Underwriter's over-allotment
options) or (ii) the average weekly trading volume of the Common Stock on The
Nasdaq SmallCap MarketSM during the four calendar weeks preceding the date on
which notice of the sale is filed with the Commission. Sales under Rule 144 are
also subject to certain manner of sale provisions, notice requirements and the
availability of current public information about the Company. A person who is
not an affiliate of the Company at any time during the 90 days preceding a sale,
and who has beneficially owned Restricted Shares for at least three years, is
currently entitled to sell such Restricted Shares under Rule 144(k) without
regard to the availability of current public information, volume limitations,
manner of sale restrictions or notice requirements. However, under Rule 144,
Restricted Shares held by affiliates must continue, after the three-year holding
period, to be sold in brokers' transactions or to market makers subject to the
volume limitations described above. The above is a summary of Rule 144 and is
not intended to be a complete description thereof. As of April 25, 1997,
approximately 837,415 Restricted Shares may become eligible for sale pursuant to
Rule 144, or continue to be eligible for sale under other exemptions from
registration, under the Securities Act.
The Company, its Directors and officers and certain of its stockholders and
holders of options, warrants, conversion or contractual rights to acquire Common
Stock, who will hold in the aggregate up to 10,141,382 Restricted Shares
outright or issuable upon exercise of such rights, depending on the extent to
which the Underwriters' over-allotment options are exercised, if at all
(10,139,072 Restricted Shares if the Underwriters' over-allotment options are
exercised in full), have agreed that they will not, directly or indirectly,
offer, sell, offer to sell, contract to sell, pledge, grant any option to
purchase or otherwise dispose of or transfer (or announce any offer, sale, offer
of sale, pledge, contract of sale, grant of any option to purchase or other
disposition or transfer of) any shares of Common Stock or any capital stock or
any other securities convertible into or exercisable for, or any right to
purchase or acquire, Common Stock or any other capital stock, for a period of
nine months after the date of this Prospectus, subject to termination if the
final Prospectus relating to the Offering is not filed with the Commission by
March 31, 1997 pursuant to Rule 424(b) under the Securities Act (such period
being the 'Lock-Up Period'), without the prior written consent of the Lead
Representative, on behalf of the Underwriters, except (x) in the case of the
Company, with respect to (i) private issuances in connection with acquisitions
if the holders thereof agree to be bound by the foregoing nine-month restriction
to the
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same extent as the Company and (ii) grants of Options and other rights pursuant
to the Stock Option Plan and issuances of Common Stock pursuant to the exercise
of currently outstanding employee options and (y) in the case of the holders,
with respect to bona fide gifts of shares of Common Stock or securities
convertible into or exchangeable for Common Stock provided that the donee agrees
in writing to be bound by the foregoing provisions. See ' -- Registration Rights
and Certain Lock-up Arrangements.'
The Representative may from time to time in its sole discretion release
some or all of the stockholders who have executed such a lock-up agreement from
the restrictions thereof. The determination whether to grant such a release will
be made by the Representative on a case-by-case basis, based on such
considerations as the Representative may deem relevant, including but not
limited to market conditions and public demand for additional securities of the
Company. In connection with any such release, the Representative may negotiate
with any such stockholder for the purchase (for the Representative's own account
or the account of others) of the securities held by such stockholder at prices
which may or may not relate to the then current market price of the Common
Stock. As of the date of this Prospectus, no definitive agreement has been
reached between the Representative and any stockholder regarding the release of
any such lock-up agreement.
The Company currently expects to file a registration statement under the
Securities Act to register shares reserved for issuance under the Stock Option
Plan. Shares issued pursuant to the Stock Option Plan or upon exercise of
outstanding Options after the effective date of such registration statement,
other than shares held by affiliates of the Company (which are subject to the
resale restrictions of Rule 144), generally will be tradeable without
restriction under the Securities Act, subject to the lock-up provisions
described above.
REGISTRATION RIGHTS AND CERTAIN LOCK-UP ARRANGEMENTS
The following summaries are qualified in their entirety by the full text of
the various registration rights ageements and other registration rights
provisions filed as exhibits to the Registration Statement of which this
Prospectus forms a part.
There are ten sources of registration rights applicable to the Company as
of the date of this Prospectus: (1) the registration rights granted to the
holders of Alliance common stock (the 'Reg D Investors') pursuant to the
Placement Memorandum dated February, 1995 (the 'Placement Memorandum'); (2) the
registration rights granted to Mr. Glenn Golenberg, Mr. Marshall Geller, Whale
Securities Co., L.P. ('Whale') and Millennium Capital Corp. ('Millennium')
pursuant to an aggrement dated February 7, 1995 among the Company, Whale and
Golenberg and Geller, Inc., and a letter dated March 21, 1995 from Whale to the
Company (the 'Finder's Fee Agreements') in connection with certain finder's fees
related to the Company's acquisition of Alliance; (3) the registration rights
granted to Mr. Golenberg and Mr. Geller pursuant to two agreements (the
'Golenberg/Geller Agreements') dated May 19, 1995 between the Company and Mr.
Golenberg and the Company and Mr. Geller, respectively; (4) the registration
rights attached to the 62,500 shares issued to Mighty Net, Inc. (previously
named Membership Development, Inc.) ('MNI') by the Company pursuant to a
Settlement and Release Agreement dated June 17, 1994 between the Company,
Sheldon Kasower ('Kasower') and MNI; (5) the registration rights granted to the
holders of the Series B Preferred Stock; (6) the registration rights granted to
the holders of Series C Preferred Stock; (7) the registration rights attached to
the warrants issued by the Company pursuant to various warrant certificates; (8)
the registration rights granted to Mr. Stephen Dunn pursuant to the Stock
Purchase Agreement (the 'Stock Purchase Agreement') dated January 31, 1995
between Mr. Dunn and Alliance; (9) the registration rights granted to Mr.
Barbera, Mr. Budlow and Ms. Sautkulis pursuant to the Registration Rights
Agreement (the 'Registration Agreement') dated as of October 9, 1996 between the
Company, Mr. Barbera, Mr. Budlow and Ms. Sautkulis; and (10) the registration
rights attached to the Representative's Warrants.
Reg D Investors. Subject to certain conditions and limitations, in
connection with the issuance of 563,750 shares of Common Stock pursuant to the
Placement Memorandum (the 'Reg D Registrable Securities'), the holders of an
aggregate of at least two-thirds of the Reg D Registrable Securities have the
right to require one time that the Company use its best efforts to effect a
registration of all the Reg D Registrable Securities. This demand registration
right may not be exercised before the date which is
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the earlier of (i) nine months from the date of the closing of the 'Offering'
(as defined in the Placement Memorandum) and (ii) six months after a 'Qualified
Public Offering' (as defined in the Placement Memorandum).
Subject to certain conditions and limitations, the Reg D Investors also
have piggyback registration rights pursuant to which the Company must notify the
Reg D Investors of the Company's intention to register any Common Stock for its
own account and include in such registration all Reg D Registrable Securities
requested by the Reg D Investors to be so included.
Certain of the Reg D Registrable Securities of the Reg D Investors who are
also Delayed Selling Stockholders (an aggregate of 78,556 shares of Common
Stock) are being registered under the Securities Act by the registration
statement of which this Prospectus forms a part for resale on a delayed basis
pursuant to Rule 415 under the Securities Act. See 'Delayed Selling Stockholders
and Plan of Distribution.'
Certain of the Reg D Registrable Securities of the Reg D Investors who are
also Selling Stockholders (an aggregate of 183,881 shares of Common Stock) are
being registered under the Securities Act by the registration statement of which
this Prospectus forms a part for resale as part of the Offering. See 'Principal
and Selling Stockholders.'
Reg D Investors who are also Selling Stockholders have agreed, except as
set forth in the next sentence, to irrevocably waive any and all of their
piggyback and demand registration rights and not to sell any shares of Common
Stock or certain related securities except: (i) pursuant to the Offering or the
exercise of the Underwriters' over-allotment options; (ii) in accordance with
all of the applicable provisions of Rule 144 under the Securities Act; or (iii)
in transactions exempt from the registration requirements of the Securities Act.
Such agreements terminate if the final Prospectus relating to the Offering is
not filed with the Commission by March 31, 1997 pursuant to Rule 424(b) under
the Securities Act.
All of the Reg D Investors (other than the Reg D Investors who are also
Delayed Selling Stockholders or Selling Stockholders, as described in the
preceding two paragraphs), including the Reg D Investors who are also
Over-Allotment Selling Stockholders, have agreed not to exercise their demand or
piggyback registration rights and not to make sales of Common Stock or certain
related securities during the Lock-Up Period with respect to any Reg D
Registrable Securities held by them that are not sold pursuant to the Offering
or the exercise of the Underwriters' over-allotment options. As consideration
for these lock-ups, upon consummation of the Offering, the Company will issue to
the Reg D Investors agreeing thereto, warrants exercisable for one share of
Common Stock for each two shares of Common Stock that are subject to such
lock-ups (such new warrants to be exercisable for an aggregate of up to 77,142,
shares of Common Stock). Such warrants will be exercisable for a period of two
years from the date of the Closing at an exercise price equal to the initial
price to public of the Common Stock in the Offering (except that, in the case of
warrants exercisable for up to 9,386 shares of Common Stock issued to two
stockholders, the exercise price with respect to such warrants will be $1.00
above such initial price to public).
Recipients of Finder's Fee. Subject to certain conditions and limitations
and pursuant to the Finder's Fee Agreements, Whale, Millennium, Mr. Golenberg
and Mr. Geller have piggyback registration rights with respect to an aggregate
of 37,500 shares of Common Stock owned outright and an aggregate of 25,000
shares of Common Stock issuable upon the exercise of warrants (the 'Finder's Fee
Warrants').
Whale and Millennium have agreed, except as set forth in the next sentence,
to irrevocably waive any and all of their piggyback registration rights and not
to sell any shares of Common Stock or certain related securities except: (i)
pursuant to the Offering or the exercise of the Underwriters' over-allotment
options; (ii) in accordance with all of the applicable provisions of Rule 144
under the Securities Act; or (iii) in transactions exempt from the registration
requirements of the Securities Act. Such agreements terminate if the final
Prospectus relating to the Offering is not filed with the Commission by March
31, 1997 pursuant to Rule 424(b) under the Securities Act.
Mr. Golenberg and Mr. Geller have agreed not to exercise their piggyback
registration rights and not to make sales of Common Stock or certain related
securities during the Lock-Up Period. As consideration for these lock-ups, upon
consummation of the Offering, the Company will issue to each of
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Mr. Golenberg and Mr. Geller warrants exercisable for one share of Common Stock
for each two shares of Common Stock that are subject to such lock-ups (such new
warrants to be exercisable for an aggregate of 15,626 shares of Common Stock).
Such warrants will be exercisable for a period of three years from the date of
the Closing at an exercise price equal to the initial price to public of the
Common Stock in the Offering.
Golenberg and Geller. Subject to certain conditions and limitations and
pursuant to the Golenberg/Geller Agreements, the Company agreed to include an
aggregate of 56,250 shares of Common Stock held by Mr. Golenberg and Mr. Geller
outright or issuable upon the exercise of warrants (the 'Golenberg/Geller
Warrants') in a registration statement to be filed on or before December 1,
1995.
Mr. Golenberg and Mr. Geller have agreed not to exercise their registration
rights and not to make sales of Common Stock or certain related securities
during the Lock-Up Period. As consideration for these lock-ups, upon
consummation of the Offering, the Company will issue to each of Mr. Golenberg
and Mr. Geller warrants exercisable for one share of Common Stock for each two
shares of Common Stock that are subject to such lock-ups (such new warrants to
be exercisable for an aggregate of 28,125 shares of Common Stock). Such warrants
will be exercisable for a period of three years from the date of the Closing at
an exercise price equal to the initial price to public of the Common Stock in
the Offering.
Kasower and MNI. Pursuant to a Settlement and Release Agreement dated June
17, 1994 between the Company, Kasower and MNI, the Company agreed to file a
registration statement with respect to 15,625 shares of Common Stock delivered
to MNI in connection with such settlement and release not later than sixty (60)
days after the filing of the Company's Form 10-K for the fiscal year ended June
30, 1994.
Pursuant to such obligations, the Company filed a registration statement on
Form S-3 on June 17, 1995 and Amendment No. 1 thereto on July 25, 1996 (as
amended, the 'S-3') with respect to which the Company has submitted a letter to
the Commission requesting withdrawal. See ' -- S-3.' Kasower and MNI have agreed
to the Company's withdrawal of the S-3 and MNI has included 57,500 shares of
Common Stock in the registration statement of which this Prospectus forms a part
for resale on a delayed basis pursuant to Rule 415 under the Securities Act. See
'Delayed Selling Stockholders and Plan of Distribution.'
Holders of Series B Preferred Stock. Pursuant to an agreement dated June 7,
1996 with the holders of the Series B Preferred Stock, the Company agreed to
file a registration statement on Form S-3 or Form S-1 for the public resale of
all of the shares of Common Stock issuable on conversion of the Series B
Preferred Stock and all of the shares of Common Stock issuable upon exercise of
the warrants issued in connection with such Series B Preferred Stock (the
'Series B Warrants'). Subject to certain conditions and limitations, the Company
is required to use its best efforts to cause such registration statement to
become effective not later than 90 days after the date of filing, and to keep
such registration statement effective for two years, in the case of Common Stock
issued upon conversion of the Series B Preferred Stock, and for three years, in
the case of Common Stock issued upon exercise of the Series B Warrants.
In connection with the Recapitalization, (i) all 6,200 outstanding shares
of the Series B Preferred Stock will be converted without the payment of
additional consideration into 2,480,000 shares of Common Stock and (ii) all
accrued dividends on the Series B Preferred Stock ($98,351 in the aggregate)
will be converted into 19,670 shares of Common Stock (assuming conversion on
December 16, 1996). Holders of the Series B Preferred Stock have agreed not to
exercise their registration rights and agreed not to make sales of Common Stock
or certain related securities during the Lock-Up Period, except as part of the
Offering. See 'Delayed Selling Stockholders and Plan of Distribution' and
'Certain Transactions.'
Holders of Series C Preferred Stock. Pursuant to a Private Placement
Purchase Agreement dated September 10, 1996, the Company agreed to file a
registration statement on Form S-3 or Form S-1 for the public resale of all of
the shares of Common Stock issuable on conversion of the Series C Preferred
Stock and all of the shares of Common Stock issuable upon exercise of the
warrants issued in connection with such Series C Preferred Stock (the 'Series C
Warrants'). Subject to certain conditions
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and limitations, the Company is required to use its best efforts to cause such
registration statement to become effective not later than 90 days after the date
of filing, and to keep such registration statement effective for two years, in
the case of Common Stock issued upon conversion of the Series C Preferred Stock,
and for three years, in the case of Common Stock issued upon exercise of the
Series C Warrants.
In connection with the Recapitalization, (i) all 2,000 outstanding shares
of the Series C Preferred Stock will be repurchased by the Company for $1.0
million in cash from the net proceeds of the Offering; (ii) warrants issued to
holders of Series C Preferred Stock, which are currently exercisable for
3,000,000 shares of Common Stock, will be exchanged for an aggregate of 600,000
shares of Common Stock; and (iii) all accrued dividends on the Series C
Preferred Stock ($42,301 in the aggregate) will be converted into 8,460 shares
of Common Stock (assuming conversion on December 16, 1996). Holders of the
Series C Preferred Stock have agreed not to make sales of Common Stock or
certain related securities during the Lock-Up Period.
Warrants. In addition to the Finder's Fee Warrants, the Golenberg/Geller
Warrants, the Series B Warrants and the Series C Warrants, the Company has
issued warrants containing registration rights (the 'Other Warrants'), as more
fully described below, exercisable for an aggregate of 40,577 shares of Common
Stock to various persons (the 'Warrant Holders'). The Other Warrants (and the
related registration rights) expire on various dates ranging from January 8,
1999 to July 15, 2000. Pursuant to such Other Warrants, the Company must provide
each Warrant Holder with at least forty-five (45) days prior written notice of
any registration of any securities of the Company. Subject to certain conditions
and limitations, all such Warrant Holders have the right to require the Company
to include such number of shares of Common Stock underlying the Other Warrants
held by them in any registered offering of Common Stock by the Company.
Such Warrant Holders have agreed not to exercise their piggyback
registration rights and agreed not to make sales of Common Stock or certain
related securities during the Lock-Up Period. As consideration for the foregoing
lock-ups, upon consummation of the Offering, the Company will issue to such
Warrant Holders, new warrants exercisable for one share of Common Stock for each
two shares of Common Stock issuable upon exercise of the Other Warrants held by
such Warrant Holders that are subject to such lock-ups (such new warrants to be
exercisable for an aggregate of 16,068 shares of Common Stock). These new
warrants will be exercisable for a period of two years from the date of the
Closing at an exercise price equal to the initial price to public of the Common
Stock in the Offering.
In addition, pursuant to an option agreement dated October 1, 1995 between
the Company and the three individuals named therein, the Company agreed to file
with the Commission, on or before December 1, 1995, a shelf registration
statement with regard to 30,000 shares of Common Stock issuable to such persons
upon exercise of warrants granted to them in such option agreement. Subject to
certain conditions and limitations, the Company agreed to use its best efforts
to have such registration statement declared effective as soon as possible after
the filing thereof and to keep the shelf registration statement continuously
effective thorough December 31, 1996. In addition, in connection with the
extension of such option agreement in April 1996, the Company issued to such
three individuals warrants exercisable for 22,500 shares of Common Stock in the
aggregate, together with piggyback registration rights having terms and
conditions similar to those given to the Warrant Holders.
Each of such persons has agreed not to exercise his registration rights and
not to make sales of Common Stock or certain related securities during the
Lock-Up Period. As consideration for each of the foregoing lock-ups, the Company
will issue to each of such persons, new warrants exercisable for one share of
Common Stock for each two shares of Common Stock issuable upon exercise of the
warrants granted to such person under the option agreement that are subject to
such lock-ups (such new warrants to be exercisable for an aggregate of 26,250
shares of Common Stock). These warrants will be exercisable for a period of two
years from the date of the Closing at an exercise price equal to the initial
price to public of the Common Stock in the Offering.
Stephen Dunn. Pursuant to a Stock Purchase Agreement dated January 31,
1995, the Company may satisfy any part of any contingent payment due in respect
of the purchase price for SD&A with restricted Common Stock. With respect to any
such Common Stock issued to Mr. Dunn in satisfaction of any such contingent
payment, Mr. Dunn has the right to make two demands, commencing in September
1997, that the Company prepare, file and cause to become effective a
registration statement
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as to such number of shares of Common Stock so issued to Mr. Dunn as he may
request to be included therein in a notice to the Company.
Mr. Dunn has agreed not to exercise such registration rights and agreed not
to make sales of Common Stock or certain related securities during the Lock-Up
Period.
Metro. In connection with the Company's acquisition of Metro, the Company
issued 1,814,000 shares of Common Stock to the former shareholders of Metro.
Pursuant to a Registration Rights Agreement dated as of October 9, 1996, subject
to certain conditions and limitations contained therein, commencing nine months
after the consummation of an underwritten public offering by the Company of its
securities, (or, if such an underwritten public offering has not been
consummated by March 31, 1997, commencing December 31, 1997), such former
shareholders or any permitted transferee or assignee thereof have piggyback
registration rights with respect to the Common Stock so issued to them in the
event the Company files a registration statement on any form that would permit
the registration of their Common Stock (other than on Form S-4 or S-8 or in
connection with an exchange offer or an offering of securities solely to the
Company's existing stockholders). The Company is required to give such
stockholders or any permitted transferee or assignee thereof at least 40 days'
prior written notice of the filing of any such registration statement. In
addition, in the event that such a registration statement is not filed within
nine months of the consummation of an underwritten public offering by the
Company of its securities (or, if such an underwritten public offering has not
been consummated by March 31, 1997, prior to December 31, 1997), such former
shareholders or any permitted transferee or assignee thereof have the right to
demand one time that the Company file a registration statement with respect to
the Common Stock so issued to them and use its best efforts to have such
registration statement declared effective.
The former shareholders of Metro have agreed not to exercise their demand
registration rights and their piggyback registration rights and agreed not to
make sales of Common Stock or certain related securities during the Lock-Up
Period.
Representative's Warrants. Upon the completion of the Offering, the Company
will sell to the Representative, individually and not as representative of the
Underwriters, the Representative's Warrants for consideration of one mil ($.001)
per Representative's Warrant, exercisable for 210,000 shares of Common Stock in
the aggregate. Each Representative's Warrant shall (i) entitle the holder
thereof to purchase one share of Common Stock at an exercise price equal to 120%
of the initial public offering price per share of the Common Stock offered by
the Company hereby; (ii) be exercisable for a period of four years commencing
one year after the date of this Prospectus; and (iii) contain appropriate
anti-dilution provisions. Such anti-dilution provisions include protection
against dilution in both price and percentage of the Company (to the extent
permitted by the rules and regulations of the NASD upon (a) any issuance of
Common Stock, warrants or other securities convertible into Common Stock at a
price below the then market value of the Common Stock during a period of five
years from the date of this Prospectus; (b) any issuance of Common Stock,
warrants or other securities convertible into Common Stock as a dividend; or (c)
a subdivision or combination of the outstanding Common Stock, warrants or other
securities convertible into Common Stock as the result of a merger,
consolidation, spin-off or otherwise.
During the four-year period commencing one year from the date of this
Prospectus, the Company is required to use its best efforts to assist the
holders of the Representative's Warrants and the underlying securities in
publicly selling such Representative's Warrants and the underlying securities,
when and if requested by the holders of a majority thereof. These best efforts
include the preparation and filing of one or more registration statements during
such four-year period at the demand of the holders of not less than a majority
of the Representative's Warrants or underlying securities, and the maintenance
of the effectiveness thereof for at least six months, the first of which such
filings is at the Company's sole cost and expense, including, without
limitation, blue sky fees and expenses and the fees and expenses (not to exceed
$15,000) of one counsel to the holders of the Representative's Warrants or
underlying securities, but not including any underwriting or selling
commissions, discounts or other charges of any broker-dealer acting on behalf of
such holders. In addition, for the period from the first through the seventh
anniversary of the date of this Prospectus, the Company is required to notify
all holders of the Representative's Warrants and underlying securities of the
Company's intention to undertake another public offering of the Company's
securities (whether by the Company or by any
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security holder of the Company). If requested by any holder of Representative's
Warrants, the Company is required to include in such public offering any
Representative's Warrants and underlying securities of such requesting holder at
the Company's sole cost and expense (other than (i) fees and disbursements of
counsel for any holder of Representative's Warrants and (ii) any applicable
underwriting discounts or commissions, but including, without limitation, blue
sky fees and expenses) and maintain the effectiveness of any registration
statement relating to such public offering for at least six months after the
date such registration statement is declared effective. The Representative's
Warrants will not be transferable, saleable, assignable or hypothecatable for
one year except that they may be assigned in whole or in part during such year
to any NASD member participating in the Offering or any officer or
representative of the Representative or any such NASD member.
S-3. In addition to Kasower and MNI, all of the other persons referred to
in the S-3 as 'Selling Stockholders' have agreed to the Company's withdrawal of
the S-3.
Other Lock-Up Arrangements. The Company and its Directors and executive
officers have agreed not to make sales of Common Stock or certain related
securities during the Lock-Up Period.
New Warrants. All of the warrants to be issued by the Company upon
consummation of the Offering as consideration for certain of the lock-up
arrangements described above, exercisable for an aggregate of 160,414 shares of
Common Stock, will grant to the holders thereof the same registration rights as
the underlying securities subject to the lock-up arrangement in respect of which
such new warrants are being issued.
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UNDERWRITING
Subject to the terms and conditions of the Underwriting Agreement, the
Underwriters named below, for whom Cruttenden Roth Incorporated and LT Lawrence
& Co., Inc. are acting as the Representatives, have severally agreed to purchase
from the Company and the Selling Stockholders, and the Company and the Selling
Stockholders have severally agreed to sell to the Underwriters, the aggregate
respective number of shares of Common Stock set forth opposite each
Underwriter's name below:
<TABLE>
<CAPTION>
NUMBER
UNDERWRITERS OF SHARES
- --------------------------------------------------------------------------------- ---------
<S> <C>
Cruttenden Roth Incorporated ....................................................
LT Lawrence & Co., Inc. .........................................................
---------
Total.................................................................. 2,100,000
---------
---------
</TABLE>
The Underwriting Agreement provides that the obligations of the several
Underwriters thereunder are subject to certain conditions precedent, including
the absence of any material adverse change in the Company's business and the
receipt of certain certificates, opinions and letters from the Company. The
nature of the Underwriters' obligations is such that they are committed to
purchase and pay for all the shares of Common Stock if any are purchased.
The Company has been advised by the Representatives that, the Underwriters
propose initially to offer the shares of Common Stock to the public at the price
to public set forth on the cover page of this Prospectus and to certain
securities dealers at such price less a concession not in excess of $. per
share. The Underwriters may allow, and such selected dealers may reallow, a
concession not in excess of $. per share to certain brokers and dealers.
After the Offering, the price to public, concession, allowance and reallowance
may be changed by the Lead Representative.
The Company, the Selling Stockholders and the Over-Allotment Selling
Stockholders have granted to the Underwriters options to purchase up to 315,000
additional shares of Common Stock solely to cover over-allotments, if any. The
options are exercisable within 45 days from the date of this Prospectus at the
initial price to public, less the underwriting discount set forth on the cover
page of this Prospectus. To the extent the Underwriters exercise the options,
the Underwriters will be committed, subject to certain conditions, to purchase
the additional shares. The Company has agreed with the Selling Stockholders and
the Over-Allotment Selling Stockholders that the first 124,173 shares as to
which the Underwriters' over-allotment options are exercised will be sold by
such Selling Stockholders and Over-Allotment Selling Stockholders on a pro rata
basis based on the relative amounts subject to sale by such persons as set forth
under 'Principal and Selling Stockholders,' and any of the remaining 190,827
shares as to which the Underwriters' over-allotment options are exercised will
be sold by the Company.
See 'Shares Eligible for Future Sale' for a description of certain lock-up
agreements.
The Underwriting Agreement provides that the Company, the Selling
Stockholders and the Over-Allotment Selling Stockholders will indemnify the
Underwriters and their controlling persons against certain liabilities under the
Securities Act, or contribute to payments the Underwriters and their controlling
persons may be required to make in respect thereof.
The Company has paid the Other Representative $50,000 on account of the
Underwriters' expenses in connection with the Offering to be applied to a
non-accountable expense allowance equal to 3% of the aggregate offering price of
the shares of Common Stock to be sold in the Offering.
The Company has agreed to issue to the Representatives, for total
consideration of one mill ($.001), the Representatives' Warrants. The
Representatives' Warrants have an exercise price equal to
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120% of the initial price to public in the Offering, are exercisable for a
period of four years commencing one year from the date of this Prospectus, and
are not transferable for a period of one year except to officers of the
Representatives or successors to the Representatives. The Representatives'
Warrants include net exercise provisions permitting the holders to pay the
exercise price by cancellation of a number of shares with a fair market value
equal to the exercise price of the Representatives' Warrants. The holders of the
Representatives' Warrants will have no voting, dividend or other stockholders
rights until the Representatives' Warrants are exercised. In addition, the
Company has granted certain rights to holders of the Representatives' Warrants
to register the Representatives' Warrants and the Common Stock underlying the
Representatives' Warrants. The Representatives may allow to certain dealers, and
such dealers may reallow, a portion of the Representatives' Warrants.
In the ordinary course of its investment banking activities, the Lead
Representative was paid by the Company (i) $25,000 (in two equal installments
of $12,500 each in November 1995 and January 1996) for services rendered in
connection with a proposed private placement of debt securities of the Company,
which was never consummated, and (ii) $33,750 in July 1996 in connection with
rendering a fairness opinion relating to the sale by the Company of the Series
B Preferred Stock and Series C Preferred Stock and related transactions (see
"Description of Capital Stock--Description of Preferred Stock").
LT Lawrence & Co., Inc. was organized in February 1992 and was registered
as a broker-dealer in 1994. Prior to this Offering, LT Lawrence & Co., Inc. has
participated as a sole or co-manager in four public offerings. See 'Risk
Factors -- Lack of Underwriting History.'
The Representatives have informed the Company that the Underwriters do not
intend to confirm sales to any accounts over which they exercise discretionary
authority.
VALIDITY OF SHARES
The validity of the securities offered hereby is being passed upon for the
Company by Lionel, Sawyer & Collins, Las Vegas, Nevada and for the underwriters
by Gordon & Silver Ltd., Las Vegas, Nevada. Certain other legal matters in
connection with the Offering will be passed upon for the Company by Jones, Day,
Reavis & Pogue, New York, New York and for the underwriters by Rubin Baum Levin
Constant & Friedman, New York, New York.
EXPERTS
The Company's consolidated balance sheet as of June 30, 1996 and the
consolidated statements of operations, stockholders' equity and cash flows for
each of the two years in the period ended June 30, 1996 included in this
Prospectus have been included herein in reliance on the report of Coopers &
Lybrand L.L.P., independent accountants, given on the authority of that firm as
experts in accounting and auditing. The balance sheet of SD&A as of December 31,
1994 and the statements of income, shareholder's equity and cash flows for the
year ended December 31, 1994 included in this Prospectus have been included
herein in reliance on the report of Coopers & Lybrand L.L.P., independent
accountants, given on the authority of that firm as experts in accounting and
auditing. Metro's balance sheet as of December 31, 1995 and the statements of
operations, shareholders' equity and cash flows for each of the two years in the
period ended December 31, 1995 included in this Prospectus have been included
herein in reliance on the report of Coopers & Lybrand L.L.P. independent
accountants, given on the authority of that firm as experts in accounting and
auditing.
AVAILABLE INFORMATION
The Company has filed with the Commission, Washington, D.C. 20549 a
Registration Statement on Form SB-2 under the Securities Act with respect to the
shares of Common Stock offered hereby. This Prospectus does not contain all of
the information set forth in the Registration Statement and the exhibits and
schedules thereto. For further information pertaining to the securities offered
hereby and to the Company, reference is made to the Registration Statement and
the exhibits and schedules filed therewith. Statements contained in the
Prospectus concerning the provisions of any document to which reference is made
are not necessarily complete and, in each instance, reference is made to the
copy of such document filed as an exhibit to the Registration Statement. Each
such statement is qualified in its entirety by such reference. A copy of the
Registration Statement may be inspected without charge at the offices of the
Commission in Washington, D.C. 20549, and copies of all or any part of the
Registration Statement may be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 upon the payment of
the fees prescribed by the Commission.
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The Company is subject to the informational reporting requirements of the
Securities Exchange Act, and accordingly, files, reports, proxy statements and
other information are filed with the Commission. Such reports, proxy statements
and other information filed with the Commission are available for inspection and
copying at the public reference facilities maintained by the Commission at Room
1025, 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549 and at
certain regional offices of the Commission, located at Suite 1400, Northwestern
Atrium Center, 500 West Madison Street, Chicago, IL 60621 and 7 World Trade
Center, New York, NY 10048. Copies of such material can be obtained from the
Public Reference Section of the Commission, 450 Fifth Street, N.W., Judiciary
Plaza, Washington, D.C. 20549 upon the payment of the fees prescribed by the
Commission. In addition, the Commission maintains a website that contains
reports, proxy statements and other information filed with the Commission. The
address of such site is http://www.sec.gov.
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INDEX TO FINANCIAL STATEMENTS
<TABLE>
<S> <C>
INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF ALL-COMM MEDIA CORPORATION
Condensed Consolidated Balance Sheets
June 30, 1996 (unaudited) and September 30, 1996 (unaudited)........................................ F-2
Condensed Consolidated Statements of Operations
Three Months Ended September 30, 1995 (unaudited) and 1996 (unaudited).............................. F-3
Condensed Consolidated Statements of Cash Flows
Three Months Ended September 30, 1995 (unaudited) and 1996 (unaudited).............................. F-4
Notes to Interim Condensed Consolidated Financial Statements (unaudited).............................. F-6
ANNUAL FINANCIAL STATEMENTS OF ALL-COMM MEDIA CORPORATION
Report of Independent Accountants..................................................................... F-8
Consolidated Balance Sheet
June 30, 1996....................................................................................... F-9
Consolidated Statements of Operations
Years Ended June 30, 1995 and 1996.................................................................. F-10
Consolidated Statements of Stockholders' Equity
Years Ended June 30, 1995 and 1996.................................................................. F-11
Consolidated Statements of Cash Flows
Years Ended June 30, 1995 and 1996.................................................................. F-12
Notes to Consolidated Financial Statements............................................................ F-14
FINANCIAL STATEMENTS OF METRO SERVICES GROUP, INC.
Report of Independent Accountants..................................................................... F-26
Balance Sheets
December 31, 1995 and September 30, 1996 (unaudited)................................................ F-27
Statements of Operations
Years Ended December 31, 1994 and 1995 and Nine Months Ended September 30, 1995 (unaudited) and 1996
(unaudited).......................................................................................... F-28
Statements of Shareholders' Equity (Deficit)
Years Ended December 31, 1994 and 1995 and Nine Months Ended September 30, 1996 (unaudited)......... F-29
Statements of Cash Flows
Years Ended December 31, 1994 and 1995 and Nine Months Ended September 30, 1995 (unaudited) and 1996
(unaudited).......................................................................................... F-30
Notes to Financial Statements......................................................................... F-31
SELECTED FINANCIAL STATEMENTS OF STEPHEN DUNN & ASSOCIATES, INC.
Audited
Report of Independent Accountants..................................................................... F-35
Balance Sheet
December 31, 1994................................................................................... F-36
Statement of Income
Year Ended December 31, 1994........................................................................ F-37
Statement of Shareholder's Equity
Year Ended December 31, 1994........................................................................ F-38
Statement of Cash Flows
Year Ended December 31, 1994........................................................................ F-39
Notes to Financial Statements......................................................................... F-40
Unaudited
Balance Sheet
March 31, 1995...................................................................................... F-44
Statement of Operations
Three Months Ended March 31, 1995................................................................... F-45
Statement of Shareholder's Equity
Three Months Ended March 31, 1995................................................................... F-46
Statement of Cash Flows
Three Months Ended March 31, 1995................................................................... F-47
Notes to Interim Financial Statements................................................................. F-48
</TABLE>
F-1
<PAGE>
<PAGE>
ALL-COMM MEDIA CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF JUNE 30, 1996 AND SEPTEMBER 30, 1996
(UNAUDITED)
<TABLE>
<CAPTION>
JUNE 30, SEPTEMBER 30,
1996 1996
----------- -------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents..................................................... $ 1,393,044 $ 1,180,129
Accounts receivable, net of allowance for doubtful accounts of $34,906 at June
30 and $6,000 at September 30................................................ 2,681,748 1,864,425
Land held for sale at cost.................................................... 921,465
Other current assets.......................................................... 107,658 560,968
----------- -------------
Total current assets..................................................... 5,103,915 3,605,522
Property and equipment at cost, net................................................ 299,045 494,031
Intangible assets at cost, net..................................................... 7,851,060 7,755,414
Other assets....................................................................... 47,046 35,846
----------- -------------
Total assets............................................................. $13,301,066 $11,890,813
----------- -------------
----------- -------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term borrowings......................................................... $ 500,000 $ 102,224
Trade accounts payable........................................................ 470,706 317,228
Accrued salaries and wages.................................................... 706,039 420,773
Other accrued expenses........................................................ 758,112 485,404
Income taxes payable.......................................................... 10,000
Long-term obligations to related party, current portion....................... 583,333 700,000
Related party payable......................................................... 425,000
----------- -------------
Total current liabilities................................................ 3,453,190 2,025,629
Long-term obligations to related party less current portion........................ 1,516,667 1,341,667
Other liabilities.................................................................. 80,315 111,105
----------- -------------
Total liabilities........................................................ 5,050,172 3,478,401
----------- -------------
Commitments and contingencies
Stockholders' equity:
Convertible Preferred Stock, $.01 par value; 50,000 shares authorized
consisting of: 6,200 shares of Series B Convertible Preferred Stock issued
and outstanding; 2,000 shares of Series C Convertible Preferred Stock issued
and outstanding.............................................................. 82 82
Common stock -- authorized 6,250,000 shares of $.01 par value at June 30,
1996, increased in August 1996 to 36,250,000; 3,198,534 and 3,303,207 shares
issued, respectively......................................................... 31,985 33,032
Additional paid-in capital.................................................... 14,462,306 14,900,758
Accumulated deficit........................................................... (6,108,010) (6,385,991)
Less 11,800 shares of common stock in treasury, at cost....................... (135,469) (135,469)
----------- -------------
Total stockholders' equity............................................... 8,250,894 8,412,412
----------- -------------
Total liabilities and stockholders' equity.......................... $13,301,066 $11,890,813
----------- -------------
----------- -------------
</TABLE>
See Notes to Interim Condensed Consolidated Financial Statements.
F-2
<PAGE>
<PAGE>
ALL-COMM MEDIA CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1995 AND 1996
(UNAUDITED)
<TABLE>
<CAPTION>
1995 1996
---------- ----------
<S> <C> <C>
Revenues.............................................................................. $3,926,438 $3,932,030
---------- ----------
Operating costs and expenses:
Salaries and benefits............................................................ 3,161,669 3,303,499
Direct costs..................................................................... 129,713 145,230
Selling, general and administrative.............................................. 386,575 544,636
Professional fees................................................................ 145,428 168,187
Amortization of intangible assets................................................ 90,226 95,646
---------- ----------
Total operating costs and expenses.......................................... 3,913,611 4,257,198
---------- ----------
Income (loss) from operations............................................... 12,827 (325,168)
---------- ----------
Other income (expense):
Gain from sale of land........................................................... 90,021
Interest income.................................................................. 3,244 9,561
Interest expense................................................................. (98,802) (48,417)
---------- ----------
Total....................................................................... (95,558) 51,165
---------- ----------
Loss before income taxes.............................................................. (82,731) (274,003)
Provision for income taxes............................................................ (53,295) (3,978)
---------- ----------
Net loss.................................................................... $ (136,026) $ (277,981)
---------- ----------
Net loss attributable to common stockholders................................ $ (136,026) $ (344,481)
---------- ----------
Net loss per common share............................................................. $ (.05) $ (.11)
---------- ----------
---------- ----------
Weighted average common and common equivalent shares outstanding...................... 3,016,028 3,214,884
---------- ----------
---------- ----------
</TABLE>
See Notes to Interim Condensed Consolidated Financial Statements.
F-3
<PAGE>
<PAGE>
ALL-COMM MEDIA CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1995 AND 1996
(UNAUDITED)
<TABLE>
<CAPTION>
1995 1996
---------- ----------
<S> <C> <C>
Operating activities:
Net loss..................................................................................... $ (136,026) $ (277,981)
Adjustments to reconcile loss to net cash provided by (used in) operating activities:
Gain from sale of land.................................................................. (90,021)
Depreciation............................................................................ 44,863 38,086
Amortization............................................................................ 90,226 95,646
Warrant issuances to consultants........................................................ 76,000
Changes in assets and liabilities:
Accounts receivable..................................................................... 208,627 817,323
Other current assets.................................................................... (9,326) (128,310)
Other assets............................................................................ (4,087) (6,500)
Trade accounts payable.................................................................. (28,106) (153,478)
Accrued expenses and other current liabilities.......................................... (64,249) (749,942)
Income taxes payable.................................................................... (19,838) (10,000)
---------- ----------
Net cash provided by (used in) operating activities..................................... 82,084 (389,177)
---------- ----------
Investing activities:
Net proceeds from sale of land............................................................... 860,443
Proceeds from issuances of warrants.......................................................... 5,000
Purchase of property and equipment........................................................... (13,696) (233,072)
Payments relating to acquisition of Alliance and SD&A........................................ (40,806)
---------- ----------
Net cash provided by (used in) investing activities..................................... (54,502) 632,371
---------- ----------
Financing activities:
Repayments of bank loans..................................................................... (19,588) (397,776)
Repayments of notes payable other............................................................ (18,000)
Repayment of acquisition debt................................................................ (375,000) (58,333)
---------- ----------
Net cash used in financing activities................................................... (412,588) (456,109)
---------- ----------
Net decrease in cash and cash equivalents......................................................... (385,006) (212,915)
Cash and cash equivalents at beginning of period............................................. 1,217,772 1,393,044
---------- ----------
Cash and cash equivalents at end of period........................................................ $ 832,766 $1,180,129
---------- ----------
---------- ----------
</TABLE>
See Notes to Interim Condensed Consolidated Financial Statements.
F-4
<PAGE>
<PAGE>
Supplemental Schedule of Non-cash Investing and Financing Activities:
In October 1995, in accordance with the acquisition agreement between
Alliance Media Corporation and the former owner of SD&A the purchase price
was increased by $92,702.
In September 1996, the Company issued 96,748 shares of common stock,
valued at $425,000, as an earn out payment to the former owner of SD&A for
achieving certain targeted earnings for the fiscal year ended June 30,
1996.
In September 1996, the Company incurred approximately $325,000 in
accrued professional fees related to acquisitions and registration
statement preparation which were deferred as of September 30, 1996.
Accrued and unpaid dividends on shares of Convertible Preferred Stock
during the three months ended September 30, 1996 totaled $66,500 which are
payable in common stock.
During the three months ended September 30, 1996, the Company issued
warrants to consultants valued at $81,000 for $5,000 in cash.
See Notes to Interim Condensed Consolidated Financial Statements.
F-5
<PAGE>
<PAGE>
ALL-COMM MEDIA CORPORATION AND SUBSIDIARIES
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying unaudited Interim Condensed Consolidated Financial
Statements include the accounts of All-Comm Media Corporation and Subsidiaries
(the 'Company'). They have been prepared in accordance with generally accepted
accounting principles for interim financial information and with the
instructions to Form 10-QSB and Item 310(b) of Regulation S-B. Accordingly, they
do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the opinion
of management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included. Operating
results for the three month period ended September 30, 1996 are not necessarily
indicative of the results that may be expected for the fiscal year ending June
30, 1997. For further information, refer to the consolidated financial
statements and footnotes thereto included in the Company's annual report on Form
10-K for the fiscal year ended June 30, 1996. Certain reclassifications have
been made in the fiscal 1996 interim financial statements to conform with the
fiscal 1997 presentation. Certain amounts have been reclassified to conform with
industry standards.
2. NET LOSS PER COMMON SHARE
Net loss per common share is computed based upon the weighted average
number of shares outstanding during the periods presented and common stock
equivalents unless antidilutive. Primary and fully diluted loss per share are
the same in the periods presented.
3. ACQUISITION OF ALLIANCE MEDIA CORPORATION AND STEPHEN DUNN & ASSOCIATES, INC.
On April 25, 1995, the Company acquired all of the outstanding common
shares of Alliance Media Corporation ('Alliance') which simultaneously acquired
Stephen Dunn & Associates, Inc. ('SD&A').
These acquisitions were accounted for using the purchase method. The
operating results of these acquisitions are included in the results of
operations from the date of acquisition.
4. LONG-TERM OBLIGATIONS TO RELATED PARTY
In connection with the acquisition of SD&A on April 25, 1995, Alliance
issued promissory notes totaling $4,500,000 to SD&A's current president and
former sole shareholder. The notes bore interest at the prime rate, not to
exceed 10% or drop below 8%, payable monthly. Principal payments were due
quarterly, and originally $1,500,000 was due in quarterly installments during
fiscal 1996. During 1996, principal payments of $2,400,000 were made and the
long-term obligations were restructured such that the remaining obligations of
$2,100,000 are now payable at $58,333 per month, plus interest at 8%, starting
September 19, 1996.
5. INCOME TAXES
In the three month periods ended September 30, 1995 and 1996, the income
tax provision totaled $53,000 and $4,000 on losses from operations of $83,000
and $274,000, respectively. The provisions resulted from state and local income
taxes incurred on taxable income at the operating subsidiary level which could
not be offset by losses incurred at the corporate level.
6. GAIN FROM SALE OF LAND
The Company, through its wholly-owned subsidiary, All-Comm Holdings, Inc.,
owned approximately seven acres of undeveloped land in Laughlin, Nevada, which
had a carrying value of $921,465 as of June 30, 1996. During fiscal 1996, a bond
measure was passed by Clark County, Nevada authorities, resulting in a special
assessment to fund improvements which would benefit the land. The principal
balance assessed to the Company totaled $154,814 plus interest at 6.4% and was
payable in semi-annual
F-6
<PAGE>
<PAGE>
ALL-COMM MEDIA CORPORATION AND SUBSIDIARIES
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(UNAUDITED)
installments over twenty years. The principal was capitalized by the Company in
fiscal 1996. On August 16, 1996, the land was sold to, and liability assumed by,
an unaffiliated third party, by auction, for $952,000 in cash, resulting in a
net gain after commissions and other selling costs of approximately $90,000.
7. STOCK OPTIONS
On September 26, 1996, the Board of Directors approved the increase in the
number of shares available under the 1991 Stock Option Plan by 600,000 shares,
to 1,450,000, and granted options exercisable for 300,000 shares of common
stock, par value $.01 per share (the 'Common Stock') to each of the Company's
Chief Executive Officer and Chief Operating Officer. Options exercisable for the
first 150,000 shares were granted to each such officer at an exercise price of
$2.50 per share (the fair market value of the stock as of the effective date of
the grant), and the remaining 150,000 each were granted at an exercise price of
$3.00 per share. The options vest and are exercisable immediately and expire on
July 1, 2001.
8. SUBSEQUENT EVENTS
Effective as of October 1, 1996, the Company acquired Metro Services Group,
Inc. ('Metro') pursuant to a merger agreement. In exchange for all of the then
outstanding shares of Metro, the Company issued 1,814,000 shares of its Common
Stock valued at $7,256,000 and promissory notes (the 'Notes') totaling
$1,000,000. The Notes shall be due and payable, together with interest thereon
at the rate of 6% per annum, on June 30, 1998, subject to earlier repayment, at
the option of the holder, upon completion by the Company of a public offering of
its equity securities. The Notes are convertible on or before maturity, at the
option of the holder, into shares of Common Stock at an exchange rate of $5.38
per share. Metro develops and markets information-based services, used primarily
in direct marketing by a variety of commercial and not-for-profit organizations,
principally in the United States.
On October 17, 1996, the Company filed a Form SB-2 registration statement
(the 'Registration Statement') with the Securities and Exchange Commission. The
Registration Statement relates to an offering of 1,500,000 shares of Common
Stock, of which 1,400,000 shares are being offered by the Company and 100,000
are being offered by certain stockholders of the Company. It also relates to the
sale of 1,344,468 shares of Common Stock by certain selling stockholders, none
of whom are members of, or affiliated with, the Board or management, of which
94,468 shares are currently owned and 1,250,000 shares are issuable upon
conversion of shares of the Company's Series B Convertible Preferred Stock, par
value $.01 per share. Such 1,250,000 shares will be subject to 'lock up'
provisions that prohibit resale of such shares for a period of nine months from
the Company's offering.
In connection with the offering, the Company will incur a non-recurring
non-cash charge estimated to be $0.5 million in the fiscal quarter in which the
offering is consummated, as a result of the issuance by the Company of warrants
exercisable for an aggregate of up to 1,191,985 shares of Common Stock to
certain stockholders of the Company as consideration for the agreement of such
stockholders to certain lock-up arrangements.
F-7
<PAGE>
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
The Stockholders of
ALL-COMM MEDIA CORPORATION
We have audited the consolidated balance sheet of All-Comm Media
Corporation and Subsidiaries as of June 30, 1996 and the related consolidated
statements of operations, stockholders' equity and cash flows for each of the
two years in the period ended June 30, 1996. These financial statements are the
responsibility of All-Comm Media Corporation's management. Our responsibility is
to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of All-Comm Media
Corporation and Subsidiaries as of June 30, 1996, and the consolidated results
of their operations and their cash flows for each of the two years in the period
ended June 30, 1996, in conformity with generally accepted accounting
principles.
/s/ COOPERS & LYBRAND L.L.P.
Los Angeles, California
September 19, 1996
F-8
<PAGE>
<PAGE>
ALL-COMM MEDIA CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
JUNE 30, 1996
<TABLE>
<CAPTION>
ASSETS
<S> <C>
Current assets:
Cash and cash equivalents..................................................................... $ 1,393,044
Accounts receivable, net of allowance for doubtful accounts of $34,906........................ 2,681,748
Land held for sale at cost.................................................................... 921,465
Other current assets.......................................................................... 107,658
-----------
Total current assets..................................................................... 5,103,915
Property and equipment at cost, net................................................................ 299,045
Intangible assets at cost, net..................................................................... 7,851,060
Other assets....................................................................................... 47,046
-----------
Total assets............................................................................. $13,301,066
-----------
-----------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term borrowings......................................................................... $ 500,000
Trade accounts payable........................................................................ 470,706
Accrued salaries and wages.................................................................... 706,039
Other accrued expenses........................................................................ 758,112
Income taxes payable.......................................................................... 10,000
Long-term obligations to related party, current portion....................................... 583,333
Related party payable......................................................................... 425,000
-----------
Total current liabilities................................................................ 3,453,190
Long-term obligations to related party less current portion........................................ 1,516,667
Other liabilities.................................................................................. 80,315
-----------
Total liabilities........................................................................ 5,050,172
-----------
Commitments and contingencies
Stockholders' equity:
Convertible Preferred Stock, $.01 par value; 50,000 shares authorized consisting of: 6,200
shares of Series B Convertible Preferred Stock issued and outstanding; 2,000 shares of Series
C Convertible Preferred Stock issued and outstanding......................................... 82
Common stock -- authorized 6,250,000 shares of $.01 par value at June 30, 1996, increased in
August 1996 to 36,250,000; 3,198,534 shares issued........................................... 31,985
Additional paid-in capital.................................................................... 14,462,306
Accumulated deficit........................................................................... (6,108,010)
Less 11,800 shares of common stock in treasury, at cost....................................... (135,469)
-----------
Total stockholders' equity............................................................... 8,250,894
-----------
Total liabilities and stockholders' equity.......................................... $13,301,066
-----------
-----------
</TABLE>
See Notes to Consolidated Financial Statements.
F-9
<PAGE>
<PAGE>
ALL-COMM MEDIA CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED JUNE 30, 1995 AND 1996
<TABLE>
<CAPTION>
1995 1996
----------- -----------
<S> <C> <C>
Revenues........................................................................... $ 3,630,828 $15,889,210
----------- -----------
Operating costs and expenses:
Salaries and benefits......................................................... 3,139,232 12,712,150
Direct costs.................................................................. 102,052 807,057
Selling, general and administrative........................................... 1,121,023 1,843,236
Professional fees............................................................. 459,344 625,667
Amortization of intangible assets............................................. 65,101 361,537
----------- -----------
Total operating costs and expenses....................................... 4,886,752 16,349,647
----------- -----------
Loss from operations..................................................... (1,255,924) (460,437)
----------- -----------
Other income (expense):
Gain from sales of securities................................................. 1,579,539 --
Loan commitment fee........................................................... (300,000) --
Interest income............................................................... 13,679 12,276
Interest expense.............................................................. (94,200) (487,638)
Other, net.................................................................... 1,047 --
----------- -----------
Total.................................................................... 1,200,065 (475,362)
----------- -----------
Loss from continuing operations before income taxes........................... (55,859) (935,799)
Provision for income taxes.................................................... (75,000) (141,084)
----------- -----------
Loss from continuing operations before discontinued operations..................... (130,859) (1,076,883)
Gain on sale of discontinued operations............................................ 322,387 --
Loss from discontinued operations.................................................. (81,131) --
----------- -----------
Net income (loss)........................................................ $ 110,397 $(1,076,883)
----------- -----------
----------- -----------
Net income (loss) attributable to common stockholders.................... $ 110,397 $(1,094,373)
----------- -----------
----------- -----------
Income (loss) per common share:
From continuing operations.................................................... $ (.07) $ (.36)
From discontinued operations.................................................. $ .13 --
----------- -----------
Net income (loss) per common share................................................. $ .06 $ (.36)
----------- -----------
----------- -----------
Weighted average common and common equivalent shares outstanding................... 1,807,540 3,068,278
----------- -----------
----------- -----------
Primary and fully diluted income (loss) per common share are the same in fiscal years 1995 and 1996.
</TABLE>
See Notes to Consolidated Financial Statements.
F-10
<PAGE>
<PAGE>
ALL-COMM MEDIA CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
YEARS ENDED JUNE 30, 1995 AND 1996
<TABLE>
<CAPTION>
NET
UNREALIZED
CONVERTIBLE GAIN ON
PREFERRED STOCK COMMON STOCK ADDITIONAL AVAILABLE-
--------------- ------------------ PAID-IN FOR-SALE ACCUMULATED
SHARES AMOUNT SHARES AMOUNT CAPITAL INVESTMENTS DEFICIT
------- ------ --------- ------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance June 30, 1994 1,436,833 $14,368 $ 5,928,542 $(5,141,524)
Effect of change in accounting
principle.............................. $ 1,579,539
Change in net unrealized gain on
available-for-sale investments......... (1,579,539)
Issuance of restricted shares for
litigation settlement.................. 37,500 375 149,625
Issuance of restricted shares for merger
with Alliance Media Corporation........ 1,025,000 10,250 2,734,750
Issuance of restricted shares as finder's
fees................................... 42,500 425 138,325
Private placement of shares -- cash...... 413,759 4,138 1,014,537
Shares issued upon exercise of stock
options and warrants................... 72,500 725 207,193
Discounts granted on exercise of
options................................ 127,875
Net income............................... 110,397
--------- ------- ----------- ----------- -----------
Balance June 30, 1995.................... 3,028,092 30,281 10,300,847 -- (5,031,127)
Issuance of common shares as compensation
to employees, directors and
consultants............................ 95,442 954 218,974
Sale of shares (including 12,500 to
related parties)....................... 75,000 750 119,250
Sale of Series A Convertible Preferred
Stock.................................. 10,000 $ 100 686,669
Sale of Series B Convertible Preferred
Stock.................................. 6,200 62 1,044,682
Sale of Series C Convertible Preferred
Stock.................................. 2,000 20 166,626
Repurchase of Series A Convertible
Preferred Stock........................ (10,000) (100) (812,400)
Warrants issued with Series B and Series
C Convertible Preferred Stock.......... 2,672,522
Warrants issued to consultants........... 82,626
Accrued dividends on Series B and Series
C Convertible Preferred Stock.......... (17,490)
Net loss................................. (1,076,883)
------- ------ --------- ------- ----------- ----------- -----------
Balance June 30, 1996.................... 8,200 $ 82 3,198,534 $31,985 $14,462,306 $ -- $(6,108,010)
------- ------ --------- ------- ----------- ----------- -----------
------- ------ --------- ------- ----------- ----------- -----------
<CAPTION>
TREASURY STOCK
------------------------
SHARES AMOUNT TOTALS
--------- --------- -----------
<S> <C> <C> <C>
Balance June 30, 1994 (11,800) $(135,469) $ 665,917
Effect of change in accounting
principle.............................. 1,579,539
Change in net unrealized gain on
available-for-sale investments......... (1,579,539)
Issuance of restricted shares for
litigation settlement.................. 150,000
Issuance of restricted shares for merger
with Alliance Media Corporation........ 2,745,000
Issuance of restricted shares as finder's
fees................................... 138,750
Private placement of shares -- cash...... 1,018,675
Shares issued upon exercise of stock
options and warrants................... 207,918
Discounts granted on exercise of
options................................ 127,875
Net income............................... 110,397
------- --------- -----------
Balance June 30, 1995.................... (11,800) (135,469) 5,164,532
Issuance of common shares as compensation
to employees, directors and
consultants............................ 219,928
Sale of shares (including 12,500 to
related parties)....................... 120,000
Sale of Series A Convertible Preferred
Stock.................................. 686,769
Sale of Series B Convertible Preferred
Stock.................................. 1,044,744
Sale of Series C Convertible Preferred
Stock.................................. 166,646
Repurchase of Series A Convertible
Preferred Stock........................ (812,500)
Warrants issued with Series B and Series
C Convertible Preferred Stock.......... 2,672,522
Warrants issued to consultants........... 82,626
Accrued dividends on Series B and Series
C Convertible Preferred Stock.......... (17,490)
Net loss................................. (1,076,883)
------- --------- -----------
Balance June 30, 1996.................... (11,800) $(135,469) $ 8,250,894
------- --------- -----------
------- --------- -----------
</TABLE>
See Notes to Consolidated Financial Statements.
F-11
<PAGE>
<PAGE>
ALL-COMM MEDIA CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED JUNE 30, 1995 AND 1996
<TABLE>
<CAPTION>
1995 1996
----------- -----------
<S> <C> <C>
Operating activities:
Net income (loss)............................................................................. $ 110,397 $(1,076,883)
Adjustments to reconcile loss to net cash used in operating activities:
Gains from sales of securities........................................................... (1,579,539) --
Gain on sale of discontinued operations.................................................. (322,387) --
Depreciation............................................................................. 52,348 139,881
Amortization............................................................................. 65,101 361,537
Loss on disposal of assets............................................................... 30,319 --
Discount on exercise of options.......................................................... 127,875 --
Stock issuances to employees, directors and consultants.................................. -- 193,677
Warrant issuances to consultants......................................................... -- 82,626
Changes in assets and liabilities net of effects from acquisition:
Accounts receivable...................................................................... (377,631) (613,771)
Other current assets..................................................................... (16,844) 38,710
Other assets............................................................................. 20,519 (8,346)
Trade accounts payable................................................................... (147,360) 105,068
Accrued expenses and other current liabilities........................................... 6,757 (21,674)
Income taxes payable..................................................................... 55,000 (84,565)
Discontinued operations, net............................................................. (152,662) --
----------- -----------
Net cash used in operating activities.................................................... (2,128,107) (883,740)
----------- -----------
Investing activities:
Proceeds from sales of investments in securities.............................................. 2,682,811 --
Purchase of investment in securities.......................................................... (1,063,272) --
Proceeds from sale of discontinued operations................................................. 800,000 --
Proceeds from sales of fixed assets........................................................... 11,000 --
Acquisition of Alliance Media Corporation, net of cash acquired of $567,269................... 259,088 --
Payments relating to acquisition of Alliance and SD&A......................................... -- (477,704)
Purchase of property and equipment............................................................ (43,905) (94,772)
Land development costs........................................................................ (10,526) --
----------- -----------
Net cash provided by (used in) investing activities...................................... 2,635,196 (572,476)
----------- -----------
Financing activities:
Repurchase of Series A Convertible Preferred Stock............................................ -- (812,500)
Proceeds from issuances of common stock....................................................... 1,226,593 120,000
Proceeds from issuances of Series B and Series C Convertible Preferred Stock and warrants..... -- 4,570,682
Proceeds from land option..................................................................... -- 150,000
Proceeds from bank loans...................................................................... -- 500,000
Repayments of bank loans...................................................................... (513,059) (49,694)
Proceeds from note payable other.............................................................. 1,000,000 --
Repayments of note payable other.............................................................. (1,072,000) (72,000)
Related party repayment....................................................................... (350,000) (2,775,000)
----------- -----------
Net cash provided by financing activities..................................................... 291,534 1,631,488
----------- -----------
Net increase in cash and cash equivalents.......................................................... 798,623 175,272
Cash and cash equivalents at beginning of year................................................ 419,149 1,217,772
----------- -----------
Cash and cash equivalents at end of year........................................................... $ 1,217,772 $ 1,393,044
----------- -----------
----------- -----------
Supplemental disclosures of cash flow data:
Cash paid during the year for:
Interest................................................................................. $ 60,422 $ 455,276
Financing charge......................................................................... $ 300,000 --
Income taxes............................................................................. $ 15,000 $ 155,025
</TABLE>
See Notes to Consolidated Financial Statements.
F-12
<PAGE>
<PAGE>
Supplemental Schedule of Non-cash Investing and Financing Activities:
In fiscal 1995, the Company purchased all of the capital stock of
Alliance Media Corporation for 1,025,000 shares of common stock valued at
$2,745,000. Additionally, 37,500 shares of common stock valued at $100,000
were issued as a finder's fee. Other direct costs of the acquisition
totaled approximately $500,000. In conjunction with the acquisition, net
assets acquired and liabilities assumed, less payments prior to year end,
were:
<TABLE>
<S> <C>
Working capital, other than cash............................................... $ 601,729
Property and equipment......................................................... (326,320)
Costs in excess of net assets of companies acquired............................ (7,337,870)
Other assets................................................................... (23,451)
Long-term debt................................................................. 4,500,000
Common stock issued............................................................ 2,845,000
-----------
$ 259,088
-----------
-----------
</TABLE>
Five thousand shares of common stock valued at $38,750 were issued as
a commission on the sale of Sports-Tech International, Inc. during 1995.
The Company issued 37,500 shares of common stock valued at $150,000 in
fiscal 1995 in settlement of a 1994 liability for early termination of a
consulting agreement.
In October, 1995, in accordance with the acquisition agreement between
Alliance Media Corporation and the former owner of SD&A, the purchase price
was increased by $85,699.
In October, 1995, the Company issued 6,250 shares of common stock in
settlement of a liability of $26,250.
In November, 1995, a special county bond measure, with principal
totaling $154,814, was assessed on the Company's land and was recorded as a
land improvement, offset by a liability in accrued other expenses.
In April, 1996, the Company issued 89,192 shares of common stock in
settlement of liabilities to employees, directors and consultants of
$193,678.
During the year ended June 30, 1996, the Company issued warrants to
consultants valued at $82,626.
Accrued and unpaid dividends on shares of Convertible Preferred Stock
during fiscal 1996 totaled $17,490.
On June 30, 1996, intangible assets were increased by $425,000 for
accrued restricted common stock payable to the former owner of SD&A as an
additional payment resulting from achievement of defined results of
operations. See Note 3.
See Notes to Consolidated Financial Statements.
F-13
<PAGE>
<PAGE>
ALL-COMM MEDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. GENERAL
All-Comm Media Corporation (the 'Company') was formerly known as
Sports-Tech, Inc. The name change was approved at a Special Meeting of
Stockholders held on August 22, 1995. On April 25, 1995, the Company, through a
wholly-owned subsidiary, was merged with Alliance Media Corporation ('Alliance')
and its wholly-owned subsidiary, Stephen Dunn & Associates, Inc. ('SD&A'). The
shareholders of Alliance received 1,025,000 shares of the Company's common
stock, par value $.01 per share ('Common Stock'). Upon consummation of the
merger, the members of the board of directors of the Company ('Directors')
resigned and a new board was appointed. Through SD&A, the Company currently
operates in one industry segment, providing telemarketing and telefundraising to
not-for-profit arts and other organizations principally in the United States.
The Company's mission is to create a growth-oriented direct marketing and media
services company through acquisitions and internal growth. The Company also
owned approximately seven acres of undeveloped land in Laughlin, Nevada, which
was sold on August 16, 1996.
Prior to the merger with Alliance, the Company's principal activities were
the investigation of non-gaming acquisitions. In fiscal 1992, the Company
acquired a 100% interest in Sports-Tech International, Inc. ('STI'), and in
fiscal 1993 acquired 100% of the assets and certain liabilities of High School
Gridiron Report ('HSGR'). STI was engaged in the development, acquisition,
integration and sale of advanced computer software, computer equipment and
computer aided video systems used by sports programs at the professional,
collegiate and high school levels. HSGR provided academic and video data to aid
in pre-qualifying high school athletes to colleges and universities. In fiscal
1995, the Company discontinued the operations of STI and HSGR.
The Company believes that funds available from operations and from the
August, 1996 sale of the Laughlin, Nevada land will be adequate to finance its
current operations and meet interest and debt obligations in its fiscal year
ending June 30, 1997. Thereafter, and in conjunction with the Company's
acquisition and growth strategy, additional financing may be required to meet
potential acquisition payment requirements. The Company believes that it has the
ability to raise funds through private placements or public offerings of debt
and/or equity securities to meet these requirements. There can be no assurance,
however, that such capital will be required or available at terms acceptable to
the Company, if at all.
2. SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The consolidated financial statements include the accounts of the Company
and its wholly-owned subsidiaries, All-Comm Holdings, Inc. (formerly Bullhead
Casino Corporation), All-Comm Acquisition Corporation (formerly BH Acquisitions,
Inc.), STI (sold during fiscal year 1995), HSGR (dissolved during fiscal year
1996), Alliance, SD&A and BRST Mining Company (dissolved during fiscal year
1996). STI and HSGR are presented as discontinued operations in the consolidated
financial statements. All material intercompany accounts and transactions are
eliminated in consolidation.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. The estimates and assumptions made in the
preparation of the consolidated financial statements relate to the assessment of
the carrying value of assets and liabilities. Actual results could differ from
those estimates.
F-14
<PAGE>
<PAGE>
ALL-COMM MEDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Cash and Cash Equivalents/Statement of Cash Flows
Highly liquid investments with an original maturity of three months or less
are considered to be cash equivalents.
Available-for-sale Investments
Pursuant to SFAS No. 115, 'Accounting for Certain Investments in Debt and
Equity Securities,' the Company's marketable equity securities are accounted for
at market value (Note 15). The fair market value of short- and long-term
investments is determined based on quoted market prices for those investments.
Land Held for Sale
The cost of acquiring, improving and planning the development of land was
capitalized. Costs related to development were written off when such plans were
abandoned. Interest cost was capitalized in periods in which activities
specifically related to the development of the land took place. The land was
valued at lower of cost or market. The land was sold on August 16, 1996. See
Note 6.
Property and Equipment
Property and equipment is recorded at cost less accumulated depreciation.
Maintenance and repairs are expensed as incurred. The cost and related
accumulated depreciation and amortization of property and equipment sold or
retired are removed from the accounts and resulting gains or losses are included
in current operations. Depreciation and amortization are provided on a
straight-line basis over the useful lives of the assets involved, limited as to
leasehold improvements by the term of the lease, as follows:
<TABLE>
<S> <C>
Equipment..................................... 5 years
Furniture and fixtures........................ 2 to 7 years
Computer equipment and software............... 3 to 5 years
Leasehold improvements........................ over the useful life of the assets or term of
the lease, whichever is shorter
</TABLE>
Intangible Assets
Excess of cost over net assets acquired in connection with the Alliance and
SD&A acquisitions are being amortized over the period of expected benefit of 40
years. Covenants not to compete are stated at cost and are amortized over the
period of expected benefit of five years. For each of its investments, the
Company assesses the recoverability of its goodwill by determining whether the
amortization of the goodwill balance over its remaining life can be recovered
through projected undiscounted future cash flows over the remaining amortization
period. If projected future cash flows indicate that unamortized goodwill will
not be recovered, an adjustment will be made to reduce the net goodwill to an
amount consistent with projected future cash flows discounted at the Company's
incremental borrowing rate. Cash flow projections are based on trends of
historical performance and management's estimate of future performance, giving
consideration to existing and anticipated competitive and economic conditions.
Revenue Recognition
Revenues represent fees earned by SD&A which are recorded when pledged cash
is received by SD&A's clients for on-site campaigns and when services are
provided for off-site campaigns.
F-15
<PAGE>
<PAGE>
ALL-COMM MEDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Income taxes
Deferred tax assets and liabilities are determined based on the difference
between the financial statement and tax basis of assets and liabilities using
enacted tax rates and laws applicable to the years in which the differences are
expected to reverse. Valuation allowances, if any, are established when
necessary to reduce deferred tax assets to the amount that is more likely than
not to be realized. Income tax expense is the tax payable for the period and the
change during the period in deferred tax assets and liabilities.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentration
of credit risk consist primarily of temporary cash investments and trade
receivables. The Company restricts investment of temporary cash investments to
financial institutions with high credit standing. Credit risk on trade
receivables is minimized as a result of the large and diverse nature of the
Company's customer base.
Earnings (Loss) Per Share
Primary earnings (loss) per common and common equivalent share and earnings
per common and common equivalent share assuming full dilution are computed based
on the weighted average number of common shares outstanding and common share
equivalents attributable to the effects, if dilutive, of the assumed exercise of
outstanding stock options and warrants, and the conversion of all Convertible
Preferred Stock.
Reclassifications
Certain prior year items have been reclassified to conform with current
year presentation. Certain amounts have been reclassified to conform with
industry standards.
3. ACQUISITION OF ALLIANCE AND SD&A
On April 25, 1995, the Company, through a statutory merger, acquired all of
the outstanding common shares of Alliance. The purchase price was approximately
$2,745,000, consisting of issuance of 1,025,000 shares of restricted Common
Stock to former stockholders of Alliance valued at $2.68 per share. These shares
have registration rights as of December 1, 1995. Direct costs of the acquisition
approximated $500,000. Pursuant to the terms of the merger agreement, upon
consummation of the merger the then current Directors resigned, and a new board
consisting of six persons designated by Alliance was appointed.
The assets of Alliance acquired by the Company consisted primarily of: (i)
all the issued and outstanding stock of SD&A, which Alliance had acquired
simultaneously with the merger; (ii) a five year covenant not to compete with
the former owner of SD&A; and (iii) the cash proceeds of $1,509,750 (net of
certain payments, including the payment of $1.5 million made pursuant to the
acquisition of SD&A) of a private placement of equity securities of Alliance,
which securities, upon consummation of the merger, were converted into Common
Stock. The purchase price of SD&A paid by Alliance was $1.5 million in cash,
plus $4.5 million in long-term obligations yielding prime rate, payable over
four years. Additional contingent payments of up to $850,000 per year over the
period ending June 30, 1998 may be required based on the achievement of defined
results of operations of SD&A after its acquisition. At the Company's option, up
to one half of the additional contingent payments may be made with restricted
Common Stock. These additional shares have demand registration rights commencing
in September 1997. Alliance and SD&A entered into an operating covenant
agreement relating to the operations of SD&A and Alliance pledged all of the
common shares of SD&A acquired to collateralize its obligations under that
agreement.
F-16
<PAGE>
<PAGE>
ALL-COMM MEDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
These acquisition terms were revised pursuant to the Company private
placement financing which occurred on June 7, 1996 (see 'Stockholders'
Equity -- Preferred Stock') whereby the long-term obligations were revised and
approximately $2.0 million was paid in June, 1996. The balance of $2.1 million
is payable in 36 monthly principal payments of $58,333, plus interest at 8%,
starting September 19, 1996.
The assets of SD&A acquired by Alliance (and therefore by the Company upon
consummation of the merger) consisted primarily of cash and cash equivalents,
accounts receivable and furniture, fixtures and equipment.
These acquisitions were accounted for using the purchase method. The
purchase price was allocated to assets acquired based on their estimated fair
value. This treatment initially resulted in approximately $6.3 million of costs
in excess of net assets required, after recording a covenant not to compete of
approximately $1.0 million. The excess was increased by $850,000 on June 30,
1996, $425,000 of which was paid in cash in June 1996 and $425,000 of which is
payable in 96,748 shares of Common Stock, due to achievement of defined results
of operations of SD&A for the year ended June 30, 1996. Such excess, which may
increase for any further contingent payments, is being amortized over the
remainder of the expected period of benefit of 40 years.
The operating results of these acquisitions are included in the
consolidated results of operations from the date of acquisition. The following
summary, prepared on a pro forma basis, combines the consolidated results of
operations as if Alliance and SD&A had been acquired as of the beginning of the
period presented, after including the impact of certain adjustments, such as:
amortization of intangibles, increased interest on the acquisition debt, and
adjustment of officer salary for new contract.
<TABLE>
<CAPTION>
1995
-----------
(UNAUDITED)
<S> <C>
Revenues............................................................. $15,013,000
Income (loss) from continuing operations............................. (113,911)
Income (loss) from continuing operations per common share............ $(.04)
</TABLE>
The unaudited pro forma information is provided for informational purposes
only. It is based on historical information and is not necessarily indicative of
the actual results that would have occurred nor is it necessarily indicative of
future results of operations of the combined entities.
4. DISCONTINUED OPERATIONS
On December 7, 1994, the Company entered into a definitive agreement for
the sale of the Company's subsidiary, STI. The proposed purchase price for STI's
operations was $1,100,000 of which $300,000 was paid as of the agreement date.
By mutual agreement, the closing date was accelerated to March 8, 1995, and
the purchase price reduced to $800,000, a reduction of $300,000 on the original
sales price, out of which $80,000 was paid as a commission to STI's former
president. The former president of STI also received $38,750 in Common Stock and
warrants to purchase 2,500 shares of Common Stock at $8.00 per share in
connection with such transaction. The Company realized a gain on the sale of
$322,387. No tax is allocable to this gain due to net operating loss
carryforwards.
Concurrent with the closing of the sale of STI, all operations of HSGR
ceased and all unrecoverable assets were written off, which amounted to
approximately $22,000. Accordingly, STI and HSGR are reported as discontinued
operations at June 30, 1995, and the consolidated financial statements have been
reclassified to report separately the net assets, operating results, gain on
disposition and cash flows of these operations.
Revenues of these discontinued operations for fiscal 1995 were $1,147,829.
F-17
<PAGE>
<PAGE>
ALL-COMM MEDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
5. PROPERTY AND EQUIPMENT
Property and equipment of continuing operations at June 30, 1996 consisted
of the following:
<TABLE>
<S> <C>
Office furnishings and equipment........................................ $302,607
Leasehold improvements.................................................. 169,771
--------
472,378
Less accumulated depreciation and amortization.......................... (173,333)
--------
$299,045
--------
--------
</TABLE>
6. LAND HELD FOR SALE
The Company, through its wholly-owned subsidiary, All-Comm Holdings, Inc.,
owned approximately seven acres of undeveloped land in Laughlin, Nevada, which
had a carrying value of $921,465 as of June 30, 1996. During fiscal 1996, a bond
measure was passed by Clark County, Nevada authorities, resulting in a special
assessment to fund improvements which would benefit the land. The principal
balance assessed to the Company totaled $154,814 plus interest at 6.4% and was
payable in semi-annual installments over twenty years. The principal was
capitalized by the Company in fiscal 1996. On August 16, 1996, the land was sold
to, and liability assumed by, an unaffiliated third party, by auction, for
$952,000 in cash, resulting in a net gain of approximately $90,000.
7. INTANGIBLE ASSETS
Intangible assets at June 30, 1996, consisted of the following:
<TABLE>
<S> <C>
Covenant not to compete............................................... $1,000,000
Goodwill.............................................................. 7,277,698
----------
8,277,698
Less accumulated amortization......................................... (426,638)
----------
$7,851,060
----------
----------
</TABLE>
Intangible assets increased during fiscal 1996 principally due to recording
of a contingent payment of $850,000 due to the former owner of SD&A subsequent
to the achievement of defined results of operations of SD&A during the year
ended June 30, 1996.
8. SHORT-TERM BORROWINGS AND NOTE PAYABLE TO BANK
During fiscal 1996, SD&A's $350,000 line of credit from a bank was
increased to $500,000 and was fully used at June 30, 1996. The line bears
interest at prime plus 1/2% (8.75% at June 30, 1996), is collateralized by
substantially all of SD&A's assets and is personally guaranteed by SD&A's
president. The line of credit also contains certain financial covenants,
including current ratio, working capital, debt and net worth, capital
expenditure, and cash flow requirements.
At June 30, 1995, SD&A had a note payable outstanding totaling $49,694,
which bore interest at the bank's prime rate plus 1.75%. The note payable
required monthly principal repayments of $6,529 plus interest and was paid in
full during 1996.
F-18
<PAGE>
<PAGE>
ALL-COMM MEDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
9. OTHER ACCRUED EXPENSES
Accrued expenses at June 30, 1996 consisted of the following:
<TABLE>
<S> <C>
Accrued professional fees............................................... $290,897
Other................................................................... 467,215
--------
Total.............................................................. $758,112
--------
--------
</TABLE>
10. LONG-TERM OBLIGATIONS TO RELATED PARTY
In connection with the acquisition of SD&A on April 25, 1995, Alliance
issued promissory notes totaling $4,500,000 to SD&A's current president and
former sole shareholder. The notes bore interest at prime rate, not to exceed
10% or drop below 8%, and were payable monthly. Principal payments were due
quarterly, and originally $1,500,000 was due in quarterly installments during
fiscal 1996. All the outstanding common shares of SD&A were initially pledged to
collateralize these notes but were released in June 1996. In connection with
these notes, an operating covenant agreement included, among other things,
provisions requiring that SD&A have a minimum level of working capital and cash
levels, subject to periodic increases based on sales, before dividend payments
could be made to the parent company. In June 1996 the operating covenant
agreement was terminated.
During 1996 the July 1, 1996 principal payment of $375,000 was made and the
long-term obligations were restructured to defer principal payments due October
1, 1995, January 1, 1996 and April 1, 1996, until June 1996. In June, 1996,
principal payments of $2,025,000 were made and the remaining obligations of
$2,100,000 are now payable at $58,333 per month, plus interest at 8%, starting
September 19, 1996.
11. EMPLOYMENT CONTRACTS
Subject to execution of definitive agreements, the Company has entered into
three-year employment arrangements with current officers of the Company. The
arrangements provide for annual base salaries, base increases, cash and option
bonuses which are payable if specified management goals are achieved, and
certain termination benefits. The aggregate liability in the event of
termination by the Company without cause or by the executives for 'good cause'
as defined in such employment agreements of these employees is approximately
$1,000,000 based on current salary levels.
The Company also had employment contracts with certain members of the prior
management of the Company. In fiscal 1995 severance payments totaling
approximately $60,000 were fully paid under the contracts. A contract with a
prior key member of management also required the issuance of 25,000 shares of
Common Stock in exchange for a $200,000 non-recourse promissory note receivable.
The note receivable was due on November 1, 1994, along with accrued interest at
10.5% per annum. In fiscal 1994, the Company's Directors approved discounting
the interest receivable and note receivable by one third. The discount of the
interest receivable of $29,166 was charged against operations and the $66,667
discount of the note receivable was charged to additional paid in capital.
12. COMMITMENTS AND CONTINGENCIES
Leases
SD&A leases its corporate business premises from its former owner, who is a
current stockholder and officer of the Company. The lease requires monthly
rental payments of $11,805 through January 1, 1999, with an option to renew.
SD&A incurs all costs of insurance, maintenance and utilities. Also, the Company
leases its corporate office space, copier, phones and automobiles under
long-term leases.
F-19
<PAGE>
<PAGE>
ALL-COMM MEDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Future minimum rental commitments under all non-cancelable leases, as of
fiscal years ending June 30, are as follows:
<TABLE>
<S> <C>
1997........................................................ $ 324,978
1998........................................................ 310,968
1999........................................................ 199,609
2000........................................................ 130,858
2001........................................................ 130,858
----------
$1,097,271
----------
----------
</TABLE>
Rent expense for continuing operations was approximately $89,000 and
$297,000 for fiscal years 1995 and 1996, respectively. Total rent paid by SD&A
to its former owner from the date of acquisition to June 30, 1995 and during
1996 was approximately $26,000 and $138,000, respectively.
Litigation
Pursuant to a Settlement and Release Agreement dated June 17, 1994 with
Membership Development, Inc. ('MDI'), a non-affiliated direct marketing company
that was providing marketing services to STI, in fiscal 1994 the Company issued
25,000 shares of STI stock valued at $250,000, executed an unsecured
non-interest bearing promissory note for $144,000 and in fiscal 1995 issued an
additional 37,500 shares of stock valued at $150,000. In May 1995, MDI exercised
its right to require the Company to file a registration statement registering
these securities for sale. A registration statement was filed but has not yet
been declared effective. The entire $544,000 of consideration was expensed in
fiscal 1994 in discontinued operations.
The Company is party to various routine legal proceedings incidental to its
business. The outcomes of these legal proceedings are not expected to have a
material adverse effect on the financial condition or operation of the Company
based on the Company's current understanding of the relevant facts and law.
13. STOCKHOLDERS' EQUITY
Preferred Stock
On May 9, 1996, the Company completed the private placement with an
institutional investor of 10,000 shares of Series A Convertible Preferred Stock,
par value $.01 per share (the 'Series A Preferred Stock') for $750,000, $687,000
net after offering costs. The Series A Preferred Stock was convertible into
shares of Common Stock at the lesser of the price paid divided by $2.50, or 80%
of the average closing bid price of the Common Stock for the five trading days
immediately prior to the conversion date, and was subject to certain
restrictions.
On June 7, 1996, the Company completed the private placements with
accredited investors of 6,200 shares of Series B Convertible Preferred Stock,
par value $.01 per share (the 'Series B Preferred Stock') for $3,100,000. In
addition, the Company issued warrants in connection with the issuance of the
Series B Preferred Stock for 3,100,000 shares of Common Stock exercisable for
three years at $2.50 per share. The Series B Preferred Stock is preferred as to
the Company's assets over the Common Stock in the event of liquidation,
dissolution or winding-up of the Company, prior to distribution of assets to the
Company's common stockholders. The holders of the Series B Preferred Stock are
entitled to their original investment, plus accrued, unpaid dividends or, if
unavailable, a ratable distribution of existing assets. The holders of Series B
Preferred Stock are entitled to receive a dividend payable only on redemption or
credited against conversion, which shall accrue at the rate of 6% per annum. The
holders of the Series B Preferred Stock have the right, at any time prior to the
second anniversary of the date of issuance, to convert, first, the outstanding
accrued dividends, and then the Series B Preferred Stock, in
F-20
<PAGE>
<PAGE>
ALL-COMM MEDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
whole or in part, into a number of shares of the Common Stock equal to the
amount of dividends and redemption value converted divided by the conversion
price for the Series B Preferred Stock. The conversion price for the Series B
Preferred Stock means a price per share equal to the lessor of (i) $1.25 and
(ii) 80% of the average of the closing bid price of the Common Stock during the
five trading days prior to such conversion. If not theretofore converted, the
Series B Preferred Stock is automatically deemed converted at such price on the
second anniversary of the date of issuance, unless (i) the Common Stock is not
then trading on NASDAQ or another U.S. securities exchange or (ii) the Company
has not theretofore had declared effective a registration statement with respect
to the Common Stock issuable upon conversion of the Series B Preferred Stock or
the exercise of such warrants. See 'Shares Eligible for Future
Sale -- Registration Rights -- Holders of Series Preferred Stock.' In such
event, the Company is required to redeem the Series B Preferred Stock at a
redemption price payable in cash equal to $500 per share plus all accrued and
unpaid dividends thereon.
On June 7, 1996, the Company completed the private placements with
accredited investors of $1,000,000 of convertible notes and warrants for
3,000,000 shares of Common Stock. Subsequent to year end, the notes and warrants
were rescinded retroactive to June 7, 1996 and replaced with 2,000 shares of
Series C Convertible Preferred Stock, par value $.01 per share (the 'Series C
Preferred Stock') for $1,000,000. In addition, the Company issued warrants in
connection with the issuance of the Series C Preferred Stock for 3,000,000
shares of Common Stock exercisable at $3.00 per share for three years. The
Series C Preferred Stock is preferred as to the Company's assets over the Common
Stock in the event of liquidation, dissolution or winding-up of the Company,
prior to distribution of assets to the Company's common stockholders. The
holders of the Series C Preferred Stock are entitled to their original
investment, plus accrued unpaid dividends or, if unavailable, a ratable
distribution of existing assets. The holders of the Series C Preferred Stock are
entitled to receive a dividend payable only on redemption or credited against
conversion, which shall accrue at the rate of 8% per annum. The holders of the
Series C Preferred Stock have the right, at any time prior to June 7, 1998, to
convert, first, the outstanding accrued dividends, and then the Series C
Preferred Stock, in whole or in part, into a number of shares of Common Stock
equal to the amount of dividends and redemption value converted divided by a
conversion price equal to $6.00 per share. If not theretofore converted, the
Series C Preferred Stock is automatically deemed converted at such price on June
7, 1998, unless (i) the Common Stock is not then listed on NASDAQ (or another
U.S. securities exchange) or (ii) the Company has not theretofore had declared
effective a registration statement with respect to the Common Stock issuable
upon conversion of the Series C Preferred Stock or the exercise of such
warrants. See 'Shares Eligible for Future Sale -- Registration Rights -- Holders
of Series C Preferred Stock.' In such event, the Company is required to redeem
the Series C Preferred Stock at a redemption price payable in cash equal to $500
per share plus all accrued and unpaid dividends thereon. In addition, if the
Company has not had declared effective by October 7, 1996 such registration
statement, the dividend rate is increased to 24% per annum and at the option of
the holders of the Series Preferred Stock, the Series C Preferred Stock shall
not be redeemable by the Company, and shall remain convertible and accrue
dividends, until the earlier of (x) the date designated by such holders and (y)
the date 180 days after such registration statement is declared effective.
The Company allocated the net proceeds received on the sales of each series
of preferred shares and warrants based on the relative fair values of the
securities at the time of issuance.
In connection with the June 7, 1996 transactions, the Company reacquired
the 10,000 shares of Series A Preferred Stock for $800,000 plus fees of $12,500.
Common Stock
The Directors approved a one-for-four reverse stock split of the Company's
authorized and issued Common Stock, effective August 22, 1995. The Directors
also approved reducing the number of authorized shares of Common Stock to
6,250,000 with a par value of $.01 per share, from the 25,000,000
F-21
<PAGE>
<PAGE>
ALL-COMM MEDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
shares of Common Stock previously authorized. Accordingly, all share and per
share data, as appropriate, reflect the effect of the reverse split.
Effective August 1996, the number of authorized shares of Common Stock was
increased from 6,250,000 to 36,250,000.
During 1996, the Company issued 95,442 shares of restricted Common Stock as
compensation to various employees, Directors and consultants.
In March 1996, the Company sold 75,000 shares of restricted Common Stock
for $120,000 to four individuals, including 12,500 shares to related parties.
In May 1995, the Company completed a private placement of 413,759 shares of
restricted Common Stock, at $2.68 per share. These shares have registration
rights as of December 1, 1995. Net proceeds from this offering totaled
$1,018,675.
As discussed in Note 3, in connection with the acquisition of Alliance and
SD&A, the Company issued 1,025,000 restricted shares of Common Stock to the
former shareholders of Alliance. These shares have registration rights. Also in
connection with the acquisition, the Company issued 37,500 restricted shares of
Common Stock valued at $100,000 and warrants to purchase 43,077 shares of Common
Stock at exercise prices ranging from $6.00 to $8.00 per share to investment
banking firms, a shareholder, a director and a law firm which represented the
Company. These warrants expire between April 25, 1998 and April 25, 2000.
In connection with the sale of STI, the Company approved the issuance to
its former president of 5,000 restricted shares of Common Stock valued at
$38,750 and warrants to purchase 2,500 shares of Common Stock at an exercise
price of $8.00 per share through April 25, 1995.
On July 26, 1991, the Company sold warrants to purchase up to 62,500 shares
of Common Stock to a private investor for $250 in cash, exercisable at $6.00 per
share through July 31, 1996. This investor was subsequently elected to the
Company's board of directors. On January 31, 1994, this Director exercised
warrants to purchase 25,000 shares of Common Stock at $4.00 per share (which had
previously been reduced by the Directors from $6.00 to $4.00) by paying $100,000
to the Company. On June 9, 1994, this Director sold, in a private transaction,
18,750 of these warrants to another stockholder of the Company. In May, 1995,
the Directors approved the temporary reduction of the exercise price of these
warrants from $6.00 to $2.68 and, on May 31, 1995, these 37,500 warrants were
exercised for $100,500 in cash payments.
As of June 30, 1996, the Company has the following outstanding warrants to
purchase 6,370,577 shares of Common Stock:
<TABLE>
<CAPTION>
DATE SHARES OF COMMON EXERCISE PRICE PER
DATE ISSUED EXERCISABLE STOCK UPON EXERCISE SHARE OF COMMON STOCK
- ------------------------------------ --------------- ------------------- ---------------------
<S> <C> <C> <C>
April 1995.......................... April 1995 33,750 $6.00 - $8.00
May 1995............................ May 1995 11,827 $6.00
October 1995........................ October 1995 30,000 $2.50
January 1996........................ January 1996 32,500 $3.375 - 8.00
February 1996....................... February 1996 15,000 $3.00 - 4.00
April 1996.......................... April 1996 22,500 $1.60
May 1996............................ May 1996 100,000 $4.50
June 1996........................... June 1996 25,000 $4.50
June 1996........................... August 1996 6,100,000 $2.50 - $3.00
-------------------
Total as of June 30, 1996........................ 6,370,577
-------------------
-------------------
</TABLE>
In addition, warrants for 150,000 shares at exercise prices ranging from
$2.50 to $3.50 per share, and exercisable at dates through May 2000, may be
purchased for a total of $7,500.
F-22
<PAGE>
<PAGE>
ALL-COMM MEDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Stock Options
In 1991, the Company adopted a non-qualified stock option plan (the 'Stock
Option Plan') for key employees, officers, directors and consultants to purchase
up to 250,000 shares of Common Stock. In November, 1995, the Directors increased
the number of available shares by 600,000. The Stock Option Plan is administered
by the Directors, who have the authority to determine which officers and key
employees of the Company will be granted options to acquire Common Stock
('Options'), the exercise price of the Options and the term of the Options. In
no event shall an Option expire more than 10 years after grant.
The following summarizes the Option transactions under the Stock Option
Plan for the two fiscal years ended June 30, 1996:
<TABLE>
<CAPTION>
NUMBER OPTION PRICE
OF SHARES PER SHARE
--------- ---------------
<S> <C> <C>
Outstanding at June 30, 1994............................................. 107,892 $6.00 to $22.00
Granted............................................................. 8,750 $5.24 to $7.00
Exercised........................................................... (22,500) $2.68 to $5.24
Canceled............................................................ (3,334) $6.00
---------
Outstanding at June 30, 1995............................................. 90,808
Granted............................................................. 525,003 $2.00 to $3.00
Canceled............................................................ (91,004) $6.00 to $22.00
---------
Outstanding at June 30, 1996............................................. 524,807
---------
---------
</TABLE>
All the outstanding Options under the Stock Option Plan are exercisable and
expire as follows: fiscal 1998 -- 2,084, fiscal 2000 -- 5,000 and fiscal
2003 -- 517,723. All Options granted in fiscal years 1995 and 1996 were issued
at fair market value. In May, 1995, a $128,000 discount was given to a former
Director of the Company to exercise 18,750 Options and was recognized as
compensation expense. At June 30, 1996, 179,504 Options were available for
grant.
In addition to the Stock Option Plan, the Company has other option
agreements with former officers, directors, employees and owners of an acquired
company.
The following summarizes transactions outside the Stock Option Plan for the
two fiscal years ended June 30, 1996:
<TABLE>
<CAPTION>
NUMBER OPTION PRICE
OF SHARES PER SHARE
--------- ---------------
<S> <C> <C>
Outstanding at June 30, 1994............................................. 73,791 $3.00 to $16.00
Exercised........................................................... (12,500) $3.00
Canceled............................................................ (28,875) $6.00 to $16.00
---------
Outstanding at June 30, 1995............................................. 32,416
Canceled............................................................ (30,166) $4.50 to $6.00
---------
Outstanding at June 30, 1996............................................. 2,250
---------
---------
</TABLE>
All the outstanding Options under these agreements are exercisable and
expire in fiscal 1999. A one-third discount, totaling $86,334 was given to
non-affiliates when 36,083 Options were exercised in January 1994 and was
recognized as compensation expense.
Common Stock in Treasury
The Company has purchased 26,800 shares of its Common Stock for a total
cost of $214,579 (or an average of $8.00 per share). In connection with the
acquisition of HSGR assets, 15,000 shares were issued from the treasury stock.
The remaining treasury shares have a total cost of $135,469 (or an average of
$11.48 per share).
F-23
<PAGE>
<PAGE>
ALL-COMM MEDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
14. INCOME TAXES
Income tax expense from continuing operations is as follows:
<TABLE>
<CAPTION>
YEARS ENDED JUNE 30,
---------------------
1995 1996
------- --------
<S> <C> <C>
Current:
Federal.................................................................. -- --
State and local.......................................................... $75,000 $141,084
Deferred...................................................................... -- --
------- --------
Total............................................................... $75,000 $141,084
------- --------
------- --------
</TABLE>
A reconciliation of the federal statutory income tax rate to the effective
income tax rate based on pre-tax loss from continuing operations follows:
<TABLE>
<CAPTION>
1995 1996
------- -------
<S> <C> <C>
Statutory rate................................................................ (34)% (34)%
Increase (decrease) in tax rate resulting from:
Loss limitations and valuation allowance................................. 34 34
State income taxes....................................................... 134 15
------- -------
Effective rate........................................................... 134% 15%
------- -------
------- -------
</TABLE>
Deferred tax assets and liabilities at June 30, are as follows:
<TABLE>
<CAPTION>
1995 1996
<S> <C> <C>
Deferred tax assets:
Net operating loss carryforwards......................................... $ 374,000 $ 691,100
Amortization of intangibles.............................................. 133,000 142,300
Other.................................................................... 158,800 95,900
--------- ---------
Total deferred tax assets..................................................... 665,800 929,300
Valuation allowance...................................................... (364,400) (789,800)
--------- ---------
Net deferred tax assets....................................................... 301,400 139,500
--------- ---------
Deferred tax liabilities:
Cash to accrual adjustment............................................... (262,500) (139,500)
Other.................................................................... (38,900) --
--------- ---------
Total deferred tax liabilities...................................... (301,400) (139,500)
--------- ---------
Total deferred taxes, net........................................... $ -- $ --
--------- ---------
--------- ---------
</TABLE>
The Company has a net operating loss of approximately $2,032,000 available
which expires from 2008 through 2011. These losses can only offset future
income.
No income taxes are allocable to the gain on sale of discontinued
operations during 1995 due to utilization of net operating loss carryforwards.
15. GAINS FROM SALES OF SECURITIES
In July, 1994, the Company borrowed $1,000,000 to fund the exercise by the
Company of a common stock purchase warrant. The loan was collateralized by a
pledge of such common stock pursuant to the terms of a pledge agreement. The
parties to the $1,000,000 loan included, among others, the Company's former
chairman, former president, a former director and a stockholder, who each
provided $200,000. The other lenders were non-affiliates. The lenders received
the repayment of the $1,000,000 loan, interest at 7.75% totaling $9,493 and a
$300,000 commitment fee from the proceeds of the subsequent sales of such common
stock. Effective July 1, 1994, the Company adopted SFAS No. 115, 'Accounting for
Certain Investments in Debt and Equity Securities.' In accordance with SFAS No.
115, the Company's marketable equity securities were considered
'available-for-sale' investments and were
F-24
<PAGE>
<PAGE>
ALL-COMM MEDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
carried at market value with the difference between cost and market value
recorded as a component of stockholders' equity. The cost of available-for-sale
investments that were sold was based on specific identification. The Company
subsequently sold all these securities and recognized a gain of $1,580,000 in
fiscal 1995.
16. RELATED PARTY TRANSACTIONS
A former Director of the Company is the senior managing director of a
private merchant banking firm, which was paid approximately $5,700 for
investment advisory services in fiscal 1995. In connection with the acquisition
of Alliance, a finder's fee totaling $100,000 was paid in fiscal 1995 to the
merchant banking firm. In addition, the former director and the other principal
owner of the merchant banking firm each received 9,375 restricted shares of
Common Stock valued at $2.67 per share and warrants to purchase 6,250 shares of
Common Stock exercisable at $8.00 per share.
On June 9, 1994, the Company borrowed $350,000 from the Company's former
chief executive officer and its former president and pledged its equity interest
in the Laughlin land as security for repayment of the loan. The note was due
July 31, 1995 with interest at the rate of 7.25% (the Bank of America Nevada
prime rate at the time of execution). The promissory note and interest of $8,695
were repaid in advance on October 4, 1994.
A former Director of the Company, and another person serving as assistant
secretary in 1993, were each partners in different law firms that provided legal
services for which the Company recognized expenses aggregating approximately
$31,000 in 1995.
In April 1995, the former chairman of the Company purchased property and
equipment owned by the Company with a cost of $160,109 and net book value of
$5,870 for a discounted appraised value of $11,000 in cash.
See Notes 3, 10, 11, 12, 13 and 15 for additional related party
transactions.
17. NEW ACCOUNTING PRONOUNCEMENTS
Adoption of the Financial and Accounting Standards Board ('FASB') Statement
of Financial Accounting No. 121, 'Accounting for the Impairment of Long-Lived
Assets for Long-Lived Assets to be Disposed of,' which is effective for
financial statements for fiscal years beginning after December 15, 1995, is not
anticipated to have a material effect on the Company's consolidated financial
statements.
The FASB recently issued Statement of Financial Accounting No. 123,
'Accounting for Stock-Based Compensation' ('SFAS 123'), which is effective for
financial statements for fiscal years beginning after December 15, 1995. SFAS
123 establishes new financial accounting and reporting standards for stock-based
compensation plans. Entities will be allowed to measure compensation cost for
stock-based compensation under SFAS 123 or APB Opinion No. 25, 'Accounting for
Stock Issued to Employees.' The Company has elected to continue the accounting
treatment of such compensation pursuant to APB Opinion No. 25. However, starting
in the first quarter of fiscal 1997, the Company will be required to make pro
forma disclosure of net income and earnings per share as if the provisions of
SFAS 123 had been applied.
18. PENDING ACQUISITION
On May 30, 1996, the Company signed a letter of intent to acquire Metro
Services Group, Inc. ('Metro'). Metro is a private company based in New York,
New York, with offices in Michigan, Illinois and California. Metro develops and
markets a variety of direct marketing services. Terms of the acquisition call
for a tax-free exchange of stock and incentive option package for key employees,
as well as contingent payments based on operating profits and performance.
Consummation of the acquisition is subject to a number of conditions, including
the negotiation of a definitive agreement and completion of financing
arrangements. Accordingly, no assurance can be given that the acquisition will
be consummated. Metro provides information-based services to direct marketers.
F-25
<PAGE>
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Shareholders of
METRO SERVICES GROUP, INC.:
We have audited the accompanying balance sheet of Metro Services Group,
Inc. as of December 31, 1995, and the related statements of operations,
shareholders' equity (deficit), and cash flows for each of the two years in the
period ended December 31, 1995. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Metro Services Group, Inc.
at December 31, 1995, and the results of its operations, and its cash flows for
each of the two years in the period ended December 31, 1995, in conformity with
generally accepted accounting principles.
/s/ COOPERS & LYBRAND L.L.P.
New York, New York
August 29, 1996.
F-26
<PAGE>
<PAGE>
METRO SERVICES GROUP, INC.
BALANCE SHEETS
AS OF DECEMBER 31, 1995 AND SEPTEMBER 30, 1996 (UNAUDITED)
<TABLE>
<CAPTION>
DECEMBER 31,
1995
SEPTEMBER 30, 1996
------------ -------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash.......................................................................... $ 7,918 $ 349,446
Accounts receivable billed, net of allowance of $82,118 and $39,700
(unaudited), respectively.................................................... 1,168,602 1,009,584
Accounts receivable, unbilled................................................. 1,233,596 829,547
Other......................................................................... 7,663 54,537
------------ -------------
Total current assets..................................................... 2,417,779 2,243,114
Due from shareholder.......................................................... -- 50,000
Fixed assets, net............................................................. 87,522 242,726
------------ -------------
Total assets............................................................. $2,505,301 $ 2,535,840
------------ -------------
------------ -------------
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable.............................................................. $2,142,688 $ 2,189,188
Due to shareholders and other related parties, net............................ 31,797 25,000
Capital lease obligation, current............................................. 59,258
Sales and income taxes payable................................................ 65,273 9,532
------------ -------------
Total current liabilities................................................ 2,239,758 2,282,978
Capital lease obligation, non-current.............................................. 112,837
Deferred rent...................................................................... 30,583 34,146
------------ -------------
Total liabilities........................................................ 2,270,341 2,429,961
------------ -------------
Commitments
Shareholders' equity (deficit):
Common stock, no par value; 200 shares authorized, 100 shares issued and
outstanding.................................................................. 1,000 1,000
Retained earnings............................................................. 233,960 104,879
------------ -------------
Total shareholders' equity............................................... 234,960 105,879
------------ -------------
Total liabilities and shareholders' equity (deficit)................ $2,505,301 $ 2,535,840
------------ -------------
------------ -------------
</TABLE>
The accompanying Notes are an integral part of the financial statements.
F-27
<PAGE>
<PAGE>
METRO SERVICES GROUP, INC.
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1995 AND
THE (UNAUDITED) NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1996
<TABLE>
<CAPTION>
NINE MONTHS ENDED
DECEMBER 31, SEPTEMBER 30,
------------------------ --------------------------
1994 1995 1995 1996
---------- ---------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C> <C>
Revenues................................................. $5,914,079 $8,096,307 $ 5,713,514 $ 5,768,664
---------- ---------- ----------- -----------
Operating expenses:
Direct costs........................................ 3,290,265 4,652,820 3,330,490 3,174,946
Salaries and benefits............................... 1,672,496 1,792,203 1,314,522 1,567,365
Selling, general and administrative................. 867,845 899,323 651,502 746,071
Professional fees................................... 133,073 175,855 151,499 173,660
---------- ---------- ----------- -----------
Total operating expenses....................... 5,963,679 7,520,201 5,448,013 5,662,042
---------- ---------- ----------- -----------
Income (loss) before provision for income
taxes........................................ (49,600) 576,106 265,501 106,622
Provision for income taxes............................... 7,072 35,490 15,930 5,280
---------- ---------- ----------- -----------
Net income (loss).............................. $ (56,672) $ 540,616 $ 249,571 $ 101,342
---------- ---------- ----------- -----------
---------- ---------- ----------- -----------
Pro forma data (unaudited) (Note 10):
Historical income (loss) before provision for income
taxes............................................. $ (49,600) $ 576,106 $ 265,501 106,622
---------- ---------- ----------- -----------
Pro forma provision for income taxes................ 7,072 224,681 103,545 33,314
---------- ---------- ----------- -----------
Pro forma net income (loss)......................... $ (56,672) $ 351,425 $ 161,956 $ 73,308
---------- ---------- ----------- -----------
---------- ---------- ----------- -----------
</TABLE>
The accompanying Notes are an integral part of the financial statements.
F-28
<PAGE>
<PAGE>
METRO SERVICES GROUP, INC.
STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)
FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1995 AND
THE (UNAUDITED) NINE MONTHS ENDED SEPTEMBER 30, 1996
<TABLE>
<CAPTION>
RETAINED
COMMON STOCK EARNINGS
---------------- (ACCUMULATED
SHARES AMOUNT DEFICIT) TOTAL
------ ------ ------------- ---------
<S> <C> <C> <C> <C>
Balance at January 1, 1994........................................ 100 $1,000 $(249,984) $(248,984)
Net loss..................................................... -- -- (56,672) (56,672)
------ ------ ------------- ---------
Balance at December 31, 1994...................................... 100 1,000 (306,656) (305,656)
Net income................................................... -- -- 540,616 540,616
------ ------ ------------- ---------
Balance at December 31, 1995...................................... 100 1,000 233,960 234,960
Dividends paid............................................... -- -- (230,423) (230,423)
Net income................................................... -- -- 101,342 101,342
------ ------ ------------- ---------
Balance at September 30, 1996 (unaudited)......................... 100 $1,000 $ 104,879 $ 105,879
------ ------ ------------- ---------
------ ------ ------------- ---------
</TABLE>
The accompanying Notes are an integral part of the financial statements.
F-29
<PAGE>
<PAGE>
METRO SERVICES GROUP, INC.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1995 AND
THE (UNAUDITED) NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1996
<TABLE>
<CAPTION>
NINE MONTHS ENDED
DECEMBER 31, SEPTEMBER 30,
---------------------- --------------------------
1994 1995 1995 1996
--------- --------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C> <C>
Cash flows from operating activities:
Net income (loss)...................................... $ (56,672) $ 540,616 $ 249,571 $ 101,342
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Provision for allowances.......................... 32,414 56,342 53,063 65,551
Depreciation...................................... 63,263 59,436 44,578 49,015
Deferred rent..................................... 10,833 19,750 14,813 3,563
Changes in assets and liabilities:
(Increase) decrease in accounts receivable... (331,821) (483,614) (478,821) 497,516
Increase in other assets..................... (1,176) (848) (848) (46,874)
Increase in accounts payable................. 266,272 18,917 327,990 46,498
Increase (decrease) in accrued expenses...... 87,915 (219,952) (219,952) 0
(Decrease) increase in sales and income taxes
payable.................................... (17,425) 48,086 19,380 (55,741)
--------- --------- ----------- -----------
Net cash provided by operating
activities............................ 53,603 38,733 9,774 660,870
--------- --------- ----------- -----------
Cash flows from investing activities:
Purchase of fixed assets............................... (78,344) (42,704) (17,475) (22,938)
--------- --------- ----------- -----------
Net cash used in investing activities... (78,344) (42,704) (17,475) (22,938)
--------- --------- ----------- -----------
Cash flows from financing activities:
Principal payments on capital lease obligation......... -- -- -- (9,184)
Repayment of related party loan........................ -- -- -- (6,797)
Advance to shareholder................................. -- -- -- (50,000)
Dividends paid......................................... -- -- -- (230,423)
--------- --------- ----------- -----------
Net cash used in financing activities... -- -- -- (296,404)
--------- --------- ----------- -----------
Net (decrease) increase in cash......... (24,741) (3,971) (7,701) 341,528
Cash, beginning of period................................... 36,630 11,889 11,889 7,918
--------- --------- ----------- -----------
Cash, end of period......................................... $ 11,889 $ 7,918 $ 4,188 $ 349,446
--------- --------- ----------- -----------
--------- --------- ----------- -----------
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest.......................................... $ 14,070 $ 24,405
Income taxes...................................... $ 665 $ 13,054
</TABLE>
Supplemental Schedule of Non-cash Financing and Investment Activities:
In July 1996, the Company acquired computer equipment, financed by the
vendor, for $181,281.
The accompanying Notes are an integral part of the financial statements.
F-30
<PAGE>
<PAGE>
METRO SERVICES GROUP, INC.
NOTES TO FINANCIAL STATEMENTS
(INFORMATION PERTAINING TO SEPTEMBER 30, 1996 AND THE NINE MONTHS ENDED
SEPTEMBER 30, 1995 AND 1996 IS UNAUDITED)
1. DESCRIPTION OF THE BUSINESS
Metro Services Group, Inc. ('Metro' or the 'Company') develops and markets
information-based services used primarily in direct marketing by a variety of
commercial and not-for-profit organizations principally in the United States.
2. SIGNIFICANT ACCOUNTING POLICIES
Revenue Recognition
Revenue is recognized as services are performed.
Unbilled receivables represent the portion of revenue recognized in excess
of revenue billed due to completion of services performed.
Fixed Assets
Fixed assets are stated at cost. Computer equipment and furniture and
fixtures are depreciated using the straight-line method over their estimated
useful lives of three to seven years.
Expenditures for maintenance and repairs, which do not materially extend
the useful lives of the assets, are charged to expense as incurred. The cost and
related accumulated depreciation of assets retired or sold are removed from the
respective accounts, and any gain or loss is recognized in income.
Income Taxes
The Company has elected to be treated as an S corporation for income tax
reporting purposes, which requires the Company's income or loss for federal and
certain state tax jurisdictions to be recognized by its shareholders.
Consequently, the Company provides for income taxes only in those jurisdictions
which do not recognize its S corporation status, mainly New York City. See Note
11.
The Company recognizes deferred taxes by the asset and liability method of
accounting for those jurisdictions which do not recognize its S corporation
status. Under the asset and liability method deferred income taxes are
recognized for differences between the financial statement and tax bases of
assets and liabilities at enacted tax rates applicable to the years in which the
differences are expected to reverse. In addition, valuation allowances are
established when necessary to reduce deferred tax assets to the amounts expected
to be realized.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the dates of the financial
statements and the reported amounts of revenues and expenses during the
reporting periods. Actual results could differ from those estimates.
Recently Issued Pronouncements
In March 1995, the Financial Accounting Standards Board ('FASB') issued
Statement of Financial Accounting Standards No. 121, 'Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of'
('SFAS 121'). SFAS 121 requires that an impairment loss be recognized for
long-lived assets and certain identifiable intangibles when the carrying amount
of these assets may not be recoverable. The Company believes that the adoption
of SFAS 121 in fiscal 1996 will not have a material impact on the Company's
results of operations or financial position.
F-31
<PAGE>
<PAGE>
METRO SERVICES GROUP, INC.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
(INFORMATION PERTAINING TO SEPTEMBER 30, 1996 AND THE NINE MONTHS ENDED
SEPTEMBER 30, 1995 AND 1996 IS UNAUDITED)
3. FIXED ASSETS
Fixed assets comprise
<TABLE>
<CAPTION>
SEPTEMBER 30, 1996
DECEMBER 31, 1995 ------------------
----------------- (UNAUDITED)
<S> <C> <C>
Furniture and fixtures............................... $ 37,327 $ 49,180
Computer equipment................................... 273,463 465,829
----------------- ------------------
Total........................................... 310,790 515,009
Less: Accumulated depreciation....................... (223,268) (272,283)
----------------- ------------------
$ 87,522 $242,726
----------------- ------------------
----------------- ------------------
</TABLE>
Depreciation expense for the years ended December 31, 1994 and 1995 and the
nine months ended September 30, 1995 and 1996 was $63,263, $59,436, $44,578
(unaudited) and $49,015 (unaudited), respectively.
4. COMMITMENTS
Operating Lease
Metro is obligated under a 10-year lease for office space. Rent expense for
the years ended December 31, 1994 and 1995 and the nine months ended September
30, 1995 and 1996 amounted to $108,365, $162,262, $124,505 (unaudited), and
$133,379 (unaudited), respectively.
Modified in June 1994, this lease includes rent escalation at the end of
the third, fourth and eighth years of this lease. At December 31, 1995 and
September 30, 1996, Metro has recorded deferred rent expense of $19,750 and
$3,563 (unaudited), respectively.
Minimum annual lease commitments under the terms of the noncancellable
operating leases are as follows:
<TABLE>
<CAPTION>
YEAR ENDING
DECEMBER 31, COMMITMENTS
- --------------------------------------- -----------
<S> <C>
1996................................ $ 155,250
1997................................ 164,000
1998................................ 164,000
1999................................ 164,000
2000................................ 167,708
Thereafter.......................... 269,958
-----------
$1,084,916
-----------
-----------
</TABLE>
Employment Contracts
In 1993, Metro had entered into a contractual arrangement with a consultant
to provide services to the Company. The contract provides for approximately
$11,000 per year in future minimum consulting compensation through 1997.
5. RELATED PARTIES
In January 1990, a related party loaned $50,000 to the Company in the form
of a promissory note (the '1990 Note'). The loan is collateralized by a portion
of the Company's receivables. The Note bears interest at 12% per annum and is
due in equal monthly installments on the last day of each month. The principal
balance is payable at any time upon 30 days' written notice by either party. In
1993, the Company made a $25,000 advance to a party related to the owner of the
1990 Note, and in 1994,
F-32
<PAGE>
<PAGE>
METRO SERVICES GROUP, INC.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
(INFORMATION PERTAINING TO SEPTEMBER 30, 1996 AND THE NINE MONTHS ENDED
SEPTEMBER 30, 1995 AND 1996 IS UNAUDITED)
recorded the advance as a reduction of the 1990 Note. Additionally, in 1993,
approximately $18,000 of Metro's expenses were paid by a shareholder related
to the owner of the 1990 Note, and, in 1994, this receivable was applied
against the 1990 Note to reduce its outstanding principal balance to
approximately $7,000 at December 31, 1995. In 1996, the $7,000 (unaudited) was
paid in full. Interest expense incurred and paid in connection with this loan
for the years ended December 31, 1994 and 1995, was approximately $6,000 and
$4,000, respectively.
In December 1992, a minority shareholder loaned $50,000 to the Company in
the form of a promissory note. The loan is collateralized by certain accounts
receivable. The note bears interest at 12% per year and is due in equal monthly
installments on the last day of each month. The. principal balance is payable at
any time upon 30 day's written notice by either party. As of December 31, 1995,
the outstanding principal balance relating to the loan was $25,000. Interest
expense incurred and paid relating to this note was $3,000 per year in 1994 and
1995.
6. MAJOR CUSTOMERS
For the years ended December 31, 1994 and 1995, sales to a single customer
amounted to 12% and 10% of revenues, respectively. Accounts receivable from this
customer at December 31, 1995 and September 30, 1996 totaled approximately
$470,000 and $ , respectively. Subsequent to 1995, the Company ceased
providing services to this customer. However, management believes that there
will not be an adverse effect on the Company's financial position due to the
loss of this customer.
7. EMPLOYEE BENEFIT PLANS
On January 1, 1994, the Company established a 401(k) retirement plan (the
'Metro Retirement Plan') for certain of its employees to make qualified
contributions, in 1% increments, limited to 20% of the contributing
participant's annual compensation. The Company did not match any employee
contributions in 1994 and 1995. Effective May 1, 1996, Metro amended the Metro
Retirement Plan to provide for employer contributions to match up to 2% of an
employee's contribution. Employer contributions for the nine months ended
September 30, 1996 was approximatey $12,000 (unaudited).
8. SUBSEQUENT EVENTS
In February 1996, the Company declared and paid a dividend to its
shareholders in the aggregate amount of $230,423. In May 1996, Metro entered
into a non-binding letter of intent to be acquired by All-Comm Media
Corporation.
9. INTERIM FINANCIAL STATEMENTS (UNAUDITED)
(a) Basis of presentation -- The interim unaudited financial statements
reflect adjustments, consisting only of normal recurring accruals,
which are, in the opinion of the Company's management, necessary for a
fair presentation of the financial position and results of operations
for the periods presented. Revenues and net income (loss) for any
interim period are not necessarily indicative of the results for a full
year.
(b) In February 1996, a shareholder of the Company borrowed $50,000 from
the Company.
(c) The Company is contingently liable for guarantees of lease payments
owed by a related party of approximately $28,000. The Company is of the
opinion that such related party will be able to perform its payment
obligations in connection with such guaranteed lease payments and that
no payments will be required and no losses will be incurred by the
Company under such guarantees.
F-33
<PAGE>
<PAGE>
METRO SERVICES GROUP, INC.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
(INFORMATION PERTAINING TO SEPTEMBER 30, 1996 AND THE NINE MONTHS ENDED
SEPTEMBER 30, 1995 AND 1996 IS UNAUDITED)
(d) In July, 1996, the Company purchased computer equipment for $181,281
under a capitalized lease obligation.
10. PRO FORMA DATA (UNAUDITED)
The pro forma financial information is provided to show the significant
effects on the historical financial information had the Company operated as a C
corporation. Historically, the Company has elected to be taxed under the
provisions of subchapter S of the Internal Revenue Code of 1986, as amended, and
comparable provisions of state income tax laws.
F-34
<PAGE>
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Shareholder of
STEPHEN DUNN & ASSOCIATES, INC.
We have audited the balance sheet of Stephen Dunn & Associates, Inc. as of
December 31, 1994 and the related statements of income, shareholder's equity and
cash flows for the year then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Stephen Dunn & Associates,
Inc. as of December 31, 1994 and the results of its operations and its cash
flows for the year then ended in conformity with generally accepted accounting
principles.
/s/ COOPERS & LYBRAND L.L.P.
Los Angeles, California
June 2, 1995
F-35
<PAGE>
<PAGE>
STEPHEN DUNN & ASSOCIATES, INC.
BALANCE SHEET
AS OF DECEMBER 31, 1994
<TABLE>
<S> <C>
ASSETS
Current assets:
Cash........................................................................................... $ 164,910
Accounts receivable, less allowance for doubtful accounts of $8,000............................ 1,473,712
Prepaid expenses and other current assets...................................................... 58,818
----------
Total current assets...................................................................... 1,697,440
Property and equipment -- at cost, less accumulated depreciation of $702,842 -- Note 2.............. 352,309
Deposits............................................................................................ 23,452
----------
Total assets.............................................................................. $2,073,201
----------
----------
LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
Accounts payable............................................................................... $ 195,203
Accrued wages and payroll taxes................................................................ 262,586
Accrued expenses and other current liabilities................................................. 70,956
Current portion of long-term debt -- Note 5.................................................... 78,353
Income taxes payable........................................................................... 55,270
Deferred income taxes -- Note 8................................................................ 30,600
----------
Total current liabilities................................................................. 692,968
----------
Long-term liabilities:
Long-term debt, less current portion -- Note 5................................................. 10,517
Other taxes and licenses -- Note 6............................................................. 72,000
----------
Total long-term liabilities............................................................... 82,517
----------
Commitments and contingencies -- Notes 6 and 7
Shareholder's equity:
Common stock:
Authorized -- 1,000 shares of no par common stock, issued and
outstanding -- 400 shares.................................................................... 400
Retained earnings.............................................................................. 1,464,839
Loan receivable, shareholder................................................................... (167,523)
----------
Total shareholder's equity................................................................ 1,297,716
----------
Total liabilities and shareholder's equity........................................... $2,073,201
----------
----------
</TABLE>
The accompanying Notes are an integral part of these financial statements.
F-36
<PAGE>
<PAGE>
STEPHEN DUNN & ASSOCIATES, INC.
STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1994
<TABLE>
<S> <C>
Revenues........................................................................................... $13,595,763
-----------
Salaries and benefits.............................................................................. 10,344,131
Direct costs....................................................................................... 497,383
Selling, general and administrative................................................................ 1,928,980
Professional fees.................................................................................. 99,012
-----------
Total operating expenses................................................................. 12,869,506
-----------
Income from operations................................................................... 726,257
Interest income............................................................................... 7,485
Interest expense.............................................................................. (36,855)
-----------
Income before income taxes............................................................... 696,887
Provision for income taxes......................................................................... (48,405)
-----------
Net income............................................................................... $ 648,482
-----------
-----------
Pro forma data (unaudited) (Note 10):
Historical income before income taxes......................................................... $ 696,887
Pro forma provision for income taxes.......................................................... (271,786)
-----------
Pro forma net income..................................................................... $ 425,101
-----------
-----------
</TABLE>
The accompanying Notes are an integral part of these financial statements.
F-37
<PAGE>
<PAGE>
STEPHEN DUNN & ASSOCIATES, INC.
STATEMENT OF SHAREHOLDER'S EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
COMMON RETAINED LOANS TO
STOCK EARNINGS SHAREHOLDER TOTAL
------ ---------- ----------- -----------
<S> <C> <C> <C> <C>
Balance, December 31, 1993.................................. $400 $ 816,357 $ -- $ 816,757
Net income............................................. -- 648,482 -- 648,482
Loans to shareholder................................... -- -- $(167,523) (167,523)
------ ---------- ----------- -----------
Balance, December 31, 1994.................................. $400 $1,464,839 $(167,523) $ 1,297,716
------ ---------- ----------- -----------
------ ---------- ----------- -----------
</TABLE>
The accompanying Notes are an integral part of these financial statements.
F-38
<PAGE>
<PAGE>
STEPHEN DUNN & ASSOCIATES, INC.
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1994
<TABLE>
<S> <C>
Cash flows from operating activities:
Net income....................................................................................... $648,482
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation................................................................................ 166,671
Provision for doubtful accounts............................................................. 2,000
Increase in:
Accounts receivable.................................................................... (380,219)
Prepaid expense and other current assets............................................... (31,739)
Increase (decrease) in:
Accounts payable....................................................................... 114,740
Accrued wages and payroll taxes........................................................ 73,483
Accrued expenses and other current liabilities......................................... 6,029
Income taxes payable................................................................... 54,205
Deferred income taxes.................................................................. 2,300
Other taxes and licenses............................................................... (4,300)
--------
Net cash provided by operating activities......................................... 651,652
--------
Cash flows from investing activities:
Purchase of equipment............................................................................ (84,444)
--------
Net cash used in investing activities............................................. (84,444)
--------
Cash flows from financing activities:
Payments to shareholder.......................................................................... (293,626)
Loans to shareholder............................................................................. (167,523)
Repayment of notes payable....................................................................... (78,353)
--------
Net cash used in financing activities............................................. (539,502)
--------
Net increase in cash.............................................................. 27,706
Cash at beginning of year............................................................................. 137,204
--------
Cash at end of year................................................................................... $164,910
--------
--------
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest.................................................................................... $ 37,050
Income taxes................................................................................ 4,065
</TABLE>
The accompanying Notes are an integral part of these financial statements.
F-39
<PAGE>
<PAGE>
STEPHEN DUNN & ASSOCIATES, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 1994
1. SIGNIFICANT ACCOUNTING POLICIES
Stephen Dunn & Associates, Inc. (the 'Company') provides telemarketing and
other services related to fund-raising campaigns for non-profit entities located
throughout the United States.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. The estimates and assumptions made in the
preparation of the consolidated financial statements relate to the assessment of
the carrying value of assets and liabilities. Actual results could differ from
those estimates.
Recognition of Revenue
Revenues from on-site campaigns are earned when pledged cash is received.
Revenues from off-site campaigns are earned when the Company's services have
been provided.
Property and Depreciation
Property and equipment are reported at cost. Expenditures which improve or
extend the life of the asset are capitalized, while maintenance and repairs
which do not appreciably extend the useful lives of the related assets are
charged to expenses as incurred.
Depreciation is provided using the straight-line method over the estimated
useful lives of the assets.
Income Taxes
The Company has elected to be taxed under the provision of Subchapter S of
the Internal Revenue Code of 1986, as amended, and as a result the Company's
federal taxable income or loss and tax credits are passed through to the
individual shareholder -- see Note 10. However, the Company does have a
liability for income taxes on its net income in prior years to the extent of the
built-in gain which existed at the time of the S corporation election -- see
Note 6.
Some states either do not recognize the Company's S corporation status or
require income taxes at a reduced rate. The income tax provision relates to
income taxes due on taxable income for those states plus deferred taxes related
primarily to the differences that exist between the financial statement and the
tax bases of the assets and liabilities. These differences are primarily a
result of differences in depreciation methods and the use of the cash basis of
accounting for tax reporting.
Cash and Cash Equivalents
For purposes of the Statement of Cash Flows, the Company considers all
highly liquid investments purchased with a maturity of three months or less to
be cash equivalents.
F-40
<PAGE>
<PAGE>
STEPHEN DUNN & ASSOCIATES, INC.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
FOR THE YEAR ENDED DECEMBER 31, 1994
2. PROPERTY AND EQUIPMENT
Property and equipment consist of the following:
<TABLE>
<S> <C>
Office furniture and equipment.............................. $ 805,383
Automobile.................................................. 26,581
Leasehold improvements...................................... 223,187
----------
1,055,151
Less accumulated depreciation............................... (702,842)
----------
$ 352,309
----------
----------
</TABLE>
Depreciation expense for the year ended December 31, 1994 was $166,671.
3. RELATED PARTY
The Company was indebted to its sole shareholder in the amount of $293,626
as of December 31, 1993. Interest was payable at 10%. This amount was repaid in
1994. The debt at December 31, 1993 included unpaid interest of $331. Interest
expense for the year ended December 31, 1994 was $9,799.
The Company advanced funds to its sole shareholder in the amount of
$166,179 as of December 31, 1994. The advance accrues interest at 10% per annum,
does not have a specified maturity date, and is reflected as a reduction in
Shareholder's Equity. At December 31, 1994 the advance included unpaid interest
of $1,344. Interest income for the year ended December 31, 1994 was $1,344.
The Company leases its corporate business premises in Venice, California
from its sole shareholder requiring monthly rental payments of $9,905 through
January 1994 and $11,805 until the lease term expires on January 1, 1999, with
an option for renewal at such time. The Company incurs all costs of insurance,
maintenance and utilities. Total rent paid by the Company to its sole
shareholder for the year ended December 31, 1994 was $139,754. Future minimum
rental payments for this lease are as follows:
<TABLE>
<S> <C>
1995.......................................................... $141,654
1996.......................................................... 141,654
1997.......................................................... 141,654
1998.......................................................... 141,654
--------
$566,616
--------
--------
</TABLE>
4. CONCENTRATIONS OF CREDIT RISK
The Company maintains cash deposits with primarily one financial
institution amounting to $254,051 at December 31, 1994. These deposits are
insured for up to $100,000 by the U.S. Federal Deposit Insurance Corporation.
Concentrations of credit risk with respect to trade receivables are limited
due to the large number of customers comprising the Company's customer base, and
their dispersion across many different geographical regions within the United
States. At December 31, 1994, the Company had no significant concentrations of
credit risk.
5. LONG-TERM DEBT
During the year ended December 31, 1993, the Company refinanced two loans
into a single bank loan. The bank note payable requires monthly principal
payments of $6,529 plus interest based on the bank's prime rate of interest
(8.5% at December 31, 1994) plus 1.75%. The note matures on January 15, 1996.
The note is collateralized by substantially all of the Company's assets and is
guaranteed by the shareholder. The debt to the shareholder is subordinate to the
bank debt. The bank loan contains
F-41
<PAGE>
<PAGE>
STEPHEN DUNN & ASSOCIATES, INC.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
FOR THE YEAR ENDED DECEMBER 31, 1994
financial covenants including current ratio and working capital, debt/net worth,
capital expenditure limits and cash flows.
Maturity of the bank note payable is as follows:
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
- ---------------------------------------------------------------
<S> <C>
1995........................................................ $78,353
1996........................................................ 10,517
-------
88,870
Less current maturities..................................... 78,353
-------
$10,517
-------
-------
</TABLE>
The Company also has available an unsecured $350,000 line of credit at
December 31, 1994. There were no borrowings from the line at December 31, 1994.
Total interest incurred during the year ended December 31, 1994 on bank
borrowings was $17,089.
6. COMMITMENTS AND CONTINGENCIES
Effective October 1, 1990, the Company elected to be taxed as an S
corporation. As a result, the Company is required to pay taxes on the built-in
gain which existed when the Company converted from a C corporation to an S
corporation. The Company estimates that the minimum tax on the built-in gain was
$25,500. The actual liability may be higher if goodwill for tax purposes is
determined to have existed at October 1, 1990. A provision for the minimum
expected liability has been made. Interest and penalties of $15,045 have been
estimated and recorded at December 31, 1994. Subsequent to December 31, 1994,
the Company will be taxed as a C corporation -- see Note 9.
7. LEASE COMMITMENTS
In addition to leasing corporate office space (Note 3), the Company leases
office space in Berkeley, California, requiring monthly rental payments of
$9,135. The lease term expired on October 22, 1994 and was extended to January
31, 1996 at $9,610 per month. There are no further options to renew this lease.
Total rent paid by the Company for this location for the year ended December 31,
1994 was $110,570. Future minimum rental payments for this lease are as follows:
<TABLE>
<S> <C>
1995.......................................................... $115,320
1996.......................................................... 9,610
--------
$124,930
--------
--------
</TABLE>
The Company also leases office space in New York, requiring monthly rental
payments of $550. Total rent paid by the Company for this location for the year
ended December 31, 1994 was $6,600.
8. INCOME TAXES
As of December 31, 1994, deferred state tax liabilities recognized for
taxable temporary differences totalled $30,600. There were no deferred state tax
assets or valuation allowances recognized as of December 31, 1994.
The provision for state income taxes consists of the following components:
<TABLE>
<S> <C>
Current taxes.................................................. $46,105
Deferred taxes................................................. 2,300
-------
$48,405
-------
-------
</TABLE>
F-42
<PAGE>
<PAGE>
STEPHEN DUNN & ASSOCIATES, INC.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
FOR THE YEAR ENDED DECEMBER 31, 1994
The Company has a capital loss carryforward of $10,000 available for offset
against future capital gains.
9. SUBSEQUENT EVENTS
On April 25, 1995, all of the outstanding common stock of the Company was
acquired by Alliance Media Corporation ('Alliance') and subsequently by
Sports-Tech, Inc. ('Sports-Tech') upon consummation of the merger between STI
Merger Corporation, a wholly-owned subsidiary of Sports-Tech and Alliance. The
Company has consequently changed its fiscal year-end from December 31 to June
30, and as a result of the acquisition, the Company will be taxed as a C
corporation.
10. PRO FORMA DATA (UNAUDITED)
The pro forma financial information is provided to show the significant
effects on the historical financial information had the Company operated as a C
corporation. Historically, the Company has elected to be taxed under the
provisions of Subchapter S of the Internal Revenue Code of 1986, as amended, and
comparable provisions of state income tax laws.
F-43
<PAGE>
<PAGE>
STEPHEN DUNN & ASSOCIATES, INC.
BALANCE SHEET
MARCH 31, 1995
(UNAUDITED)
<TABLE>
<S> <C>
ASSETS
Current assets:
Cash........................................................................................... $ 445,897
Accounts receivable, less allowance for doubtful accounts of $6,000............................ 1,578,099
Prepaid expenses and other current assets...................................................... 70,636
----------
Total current assets...................................................................... 2,094,632
Property and equipment -- at cost, less accumulated depreciation of $744,504........................ 317,958
Deposits............................................................................................ 23,452
----------
Total assets.............................................................................. $2,436,042
----------
----------
LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
Accounts payable............................................................................... $ 30,745
Accrued wages and payroll taxes................................................................ 628,413
Accrued expenses and other current liabilities................................................. 165,508
Current portion of long-term debt.............................................................. 78,353
Income taxes payable........................................................................... 55,270
Deferred income taxes.......................................................................... 30,600
----------
Total current liabilities................................................................. 988,889
Long-term liabilities:
Long-term debt, less current portion........................................................... 90,929
Other taxes and licenses....................................................................... 72,000
----------
Total liabilities......................................................................... 1,151,818
----------
Commitments and contingencies
Shareholder's equity:
Common stock:
Authorized -- 1,000 shares of no par common stock; issued and outstanding -- 400 shares....... 400
Retained earnings.............................................................................. 1,450,003
Loan receivable, shareholder................................................................... (166,179)
----------
Total shareholder's equity................................................................ 1,284,224
----------
Total liabilities and shareholder's equity........................................... $2,436,042
----------
----------
</TABLE>
The accompanying Notes are an integral part of these financial statements.
F-44
<PAGE>
<PAGE>
STEPHEN DUNN & ASSOCIATES, INC.
STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1995
(UNAUDITED)
<TABLE>
<S> <C>
Revenues............................................................................................ $3,551,095
----------
Salaries and benefits............................................................................... 2,620,585
Direct costs........................................................................................ 187,442
Selling, general and administrative................................................................. 666,322
Professional fees................................................................................... 89,418
----------
Total operating expenses....................................................................... 3,563,767
----------
Loss from operations................................................................................ (12,672)
Interest expense.................................................................................... (2,164)
----------
Loss before income taxes............................................................................ (14,836)
Provision for income taxes.......................................................................... 0
----------
Net loss............................................................................................ $ (14,836)
----------
----------
Pro forma data (Note 10):
Historical loss before income taxes................................................................. $ (14,836)
Pro forma benefit for income taxes.................................................................. 5,786
----------
Pro forma net loss.................................................................................. $ (9,050)
----------
----------
</TABLE>
The accompanying Notes are an integral part of these financial statements.
F-45
<PAGE>
<PAGE>
STEPHEN DUNN & ASSOCIATES, INC.
STATEMENT OF SHAREHOLDER'S EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 1995
(UNAUDITED)
<TABLE>
<CAPTION>
COMMON RETAINED LOANS TO
STOCK EARNINGS SHAREHOLDER TOTAL
------ ----------- ----------- ----------
<S> <C> <C> <C> <C>
Balance, December 31, 1994.................................. $400 $ 1,464,839 $(167,523) $1,297,716
Net loss.................................................... -- (14,836) -- (14,836)
Payments by shareholder..................................... -- -- 1,344 1,344
------ ----------- ----------- ----------
Balance, March 31, 1995..................................... $400 $ 1,450,003 $(166,179) $1,284,224
------ ----------- ----------- ----------
------ ----------- ----------- ----------
</TABLE>
The accompanying Notes are an integral part of these financial statements.
F-46
<PAGE>
<PAGE>
STEPHEN DUNN & ASSOCIATES, INC.
STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1995
(UNAUDITED)
<TABLE>
<S> <C>
Cash flows from operating activities:
Net loss......................................................................................... $(14,836)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation................................................................................ 41,952
Increase in:
Accounts receivable......................................................................... (104,387)
Prepaid expenses and other current assets................................................... (11,818)
Increase (decrease) in:
Accounts payable............................................................................ (164,458)
Accrued wages and payroll taxes............................................................. 365,827
Accrued expenses and other current liabilities.............................................. 94,552
--------
Net cash provided by operating activities.............................................. 206,832
--------
Cash flows from investing activities:
Purchase of equipment............................................................................ (7,601)
Payments by shareholder.......................................................................... 1,344
--------
Net cash used in investing activities.................................................. (6,257)
--------
Cash flows from financing activities:
Borrowings on bank line of credit................................................................ 100,000
Payments on bank line of credit.................................................................. (19,588)
--------
Net cash provided by financing activities.............................................. 80,412
--------
Net increase in cash.................................................................................. 280,987
Cash at beginning of period........................................................................... 164,910
--------
Cash at end of period................................................................................. $445,897
--------
--------
</TABLE>
The accompanying Notes are an integral part of these financial statements.
F-47
<PAGE>
<PAGE>
STEPHEN DUNN & ASSOCIATES, INC.
NOTES TO INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 1995
(UNAUDITED)
1. GENERAL
The interim financial statements included herein were prepared by Stephen
Dunn & Associates, Inc. (the 'Company') without audit. Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted. The Company believes that the disclosures are adequate to make the
information presented not misleading. The interim financial statements reflect
all adjustments that are, in the opinion of management, necessary for the fair
presentation of the results for the interim period presented. All adjustments
are of a recurring nature. These interim financial statements should be read in
conjunction with the financial statements of the Company as of December 31, 1994
and the Notes thereto.
2. SUBSEQUENT EVENT
On April 25, 1995, all of the outstanding common stock of the Company was
acquired by Alliance Media Corporation ('Alliance') and subsequently by
Sports-Tech, Inc. ('Sports-Tech') upon consummation of the merger between STI
Merger Corporation, a wholly-owned subsidiary of Sports-Tech and Alliance. The
Company has consequently changed its fiscal year-end from December 31 to June 30
and, as a result of the acquisition, the Company will be taxed as a C
corporation.
3. PRO FORMA DATA
The pro forma financial information is provided to show the significant
effects on the historical financial information had the Company operated as a C
corporation. Historically, the Company has elected to be taxed under the
provisions of Subchapter S of the Internal Revenue Code of 1986, as amended, and
comparable provisions of state income tax laws.
F-48
<PAGE>
<PAGE>
[Artwork for Inside Back Cover]
<PAGE>
<PAGE>
_______________________________ _______________________________
NO UNDERWRITER, DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THIS
OFFERING, OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR THE UNDERWRITERS. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY
SECURITIES OFFERED HEREBY BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR
SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR
SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO
MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY
SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT
THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE
DATE OF THIS PROSPECTUS.
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TABLE OF CONTENTS
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PAGE
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<S> <C>
Prospectus Summary............................. 3
Risk Factors................................... 9
Use of Proceeds................................ 17
Price Range of Common Stock.................... 18
Dividend Policy................................ 18
Capitalization................................. 19
Dilution....................................... 20
Unaudited Pro Forma Condensed Combined
Financial Information........................ 21
Selected Financial Data........................ 26
Management's Discussion and Analysis of
Financial Condition and Results of
Operations................................... 28
Business....................................... 37
Management..................................... 47
Principal and Selling Stockholders............. 58
Delayed Selling Stockholders and Plan of
Distribution................................. 62
The Recapitalization........................... 64
Certain Transactions........................... 65
Description of Capital Stock................... 68
Shares Eligible for Future Sale................ 72
Underwriting................................... 79
Validity of Shares............................. 80
Experts........................................ 80
Available Information.......................... 80
Index to Financial Statements.................. F-1
</TABLE>
[Logo]
ALL-COMM MEDIA
CORPORATION
COMMON STOCK
2,100,000 SHARES
BY THE COMPANY
------------------------
1,386,056 SHARES
BY DELAYED SELLING STOCKHOLDERS
-------------------------
PROSPECTUS
-------------------------
[CRUTTENDEN ROTH LOGO]
[LT LAWRENCE & CO., INC. LOGO]
DECEMBER , 1996
_______________________________ _______________________________
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 78.751 of the Nevada General Corporation Law (the 'NGCL') provides,
in effect, that any person made a party to any action by reason of the fact that
such person is or was a director, officer, employee or agent of the Company may
and, in certain cases, must be indemnified by the Company against, in the case
of a non-derivative action, judgments, fines, amounts paid in settlement and
reasonable expenses (including attorney's fees) incurred by such person as a
result of such action, and in the case of a derivative action, against expenses
(including attorney's fees), if in either type of action such person acted in
good faith and in a manner such person reasonably believed to be in or not
opposed to the best interests of the Company. This indemnification does not
apply, in a derivative action, to matters as to which it is adjudged that the
director, officer, employee or agent is liable to the Company, unless upon court
order it is determined that, despite such adjudication of liability, but in view
of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for expenses, and, in a non-derivative action, to any
criminal proceeding in which such person had reasonable cause to believe such
person's conduct was unlawful.
Article Seventh, Section 6 of the by-laws of the Company, as amended (the
'By-Laws') provides that the Company shall indemnify each person who is or was
an officer or director of the Company to the fullest extent permitted by Chapter
78 of the NGCL.
In addition, the Company maintains customary directors, officers and
corporate liability insurance policies.
Reference is made to Section of the Underwriting Agreement filed as
Exhibit 1.1 hereto, pursuant to which the Underwriters have agreed to indemnify
officers and directors of the Company against certain liabilities.
ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the expenses, other than underwriting
discounts and commissions, paid or payable in connection with the issuance and
distribution of the Common Stock being registered hereby (as such expenses are
estimated except as noted):
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Securities and Exchange Commission Registration Fee....................................... $ 5,462*(1)
National Association of Securities Dealers, Inc. Filing Fee............................... 2,302*(2)
Nasdaq SmallCap MarketSM Listing Fee...................................................... **
Printing and Engraving Expenses........................................................... **
Legal Fees and Expenses................................................................... **
Accounting Fees and Expenses.............................................................. **
Blue Sky Fees and Expenses................................................................ **
Transfer Agent and Registrar Fees......................................................... **
Miscellaneous Fees and Expenses........................................................... **
--------
Total................................................................................ $ **
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--------
</TABLE>
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* Actual
** To be provided by Amendment.
(1) Of this amount, $5,000 was previously paid.
(2) Of this amount, $2,120 was previously paid.
II-1
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ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.
Common Stock
In October 1996, the Company issued an aggregate of 1,814,000 shares of its
common stock, par value $.01 per share (the 'Common Stock'), valued at
$7,256,000 in the aggregate, to the three former shareholders of Metro Services
Group, Inc. ('Metro') in connection with the Company's acquisition of Metro.
There were no fees, commissions or discounts payable to any person in connection
with this issuance. Each of the three investors gave representations to the
Company customary for a transaction of this type. All of these shares were
issued without registration under the Securities Act of 1933, as amended (the
'Securities Act'), in connection with the Company's acquisition of Metro in an
offering not involving a public offering pursuant to the exemption afforded by
Section 4(2) of the Securities Act.
In April 1996, the Company issued to (i) to an individual, 2,324 shares of
Common Stock as payment for consulting fees of $2,750 and having an aggregate
value equal to the amount of such consulting fees, (ii) to a public relations
firm, 10,000 shares of Common Stock as payment for services rendered over a
two-month period and having a value equal to $2.00 per share, the market price
of the Common Stock on November 21, 1995 (the date such issuance was approved by
the Company's board of directors), (iii) to two former directors who were then
serving in such capacity, an aggregate of 6,270 shares of Common Stock as
payment for certain directors fees due them in lieu of cash and having a value
equal to $2.00 per share, the market price of the Common Stock on November 21,
1995 (the date such issuance was approved by the Company's board of directors),
discounted 40% for the restrictions on transferability to which such shares are
subject, and (iv) to eight employees, an aggregate of 60,597 shares of Common
Stock, valued at $2.00 per share, the market price of the Common Stock on
November 21, 1995 (the date such issuance was approved by the Company's board of
directors), discounted 40% for the restrictions on transferability to which such
shares are subject, as compensation in lieu of cash salary. All of the foregoing
shares were issued at a time when, at the parent company level, the Company was
experiencing a liquidity crisis and was unable to satisfy its payroll and other
compensation obligations as a result of the prohibition on the upstreaming of
cash from SD&A contained in the operating covenants agreement, now terminated,
with Mr. Dunn, the seller of SD&A. There were no fees or commissions payable to
any person in connection with these issuances.
Each of the investors referred to in clauses (ii) and (iii) above
represented to the Company that such investor was an 'accredited investor' as
such term is defined in Rule 501 of Regulation D of the Securities Act and gave
other representations customary for a transaction of this type. Four of the
employees referred to in clause (iv) above, who were issued an aggregate of
47,302 shares of Common Stock, were directors and/or executive officers of the
Company at the time of issuance and were 'accredited investors' as such term is
defined in Rule 501(a)(4) of Regulation D of the Securities Act. All of the
shares issued to the two former directors, the public relations firm referred to
in clause (ii) above and these four employees were issued without registration
under the Securities Act pursuant to the exemption afforded by Section 4(2) and
Regulation D of the Securities Act. The remaining four employees and the
individual consultant referred to in clause (i) above were all unaccredited
investors and the shares issued to them were issued without registration under
the Securities Act in an offering not involving a public offering pursuant to
the exemption afforded by Section 4(2) of the Securities Act.
In April 1996, the Company issued 62,500 shares of Common Stock, for
$100,000, to an individual accredited investor and an aggregate of 12,500 shares
of Common Stock to four other unaccredited investors (two as joint tenants),
each with a 'purchaser representative,' for aggregate consideration of $20,000.
There were no fees, commissions or discounts payable to any person in connection
with this issuance, nor was there a placement agent. The individual accredited
investor represented to the Company that he was an 'accredited investor' as such
term is defined in Rule 501 of Regulation D of the Securities Act and gave other
representations customary for a transaction of this type. The other four
unaccredited investors, all of whom were related parties, had a 'purchaser
representative' as such term is defined in Rule 501 of Regulation D of the
Securities Act. All of these shares were issued without registration under the
Securities Act pursuant to the exemption afforded by Section 4(2) and Regulation
D of the Securities Act.
II-2
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In May 1995, the Company issued an aggregate of 413,759 shares of Common
Stock to six European institutional accredited investors for aggregate
consideration of $1,108,875 (or $2.68 per share), less fees, commissions and/or
discounts aggregating $90,200. Value Investing Partners Inc. acted as placement
agent. Each such investor represented to the Company that such investor was a
'non-U.S. investor' and gave other representations customary for a transaction
of this type. Value Investing Partners, Inc., as placement agent, represented
to the Company that (i) no offer of such shares was made to any 'U.S. person' as
such term is defined in Rule 902 of Regulation S of the Securities Act, (ii) no
'directed selling efforts', as such term is defined in Rule 902 of Regulation S
of the Securities Act, occurred in the United States and (iii) the offering of
such shares qualified as an 'offshore transaction' as such term is defined in
Rule 902 of Regulation S of the Securities Act and gave other representations
customary for a transaction of this type. The 413,759 shares of Common Stock
were issued without registration under the Securities Act pursuant to the
exemption afforded by Section 4(2) and Regulation S of the Securities Act.
In April 1995, in connection with the Company's acquisition of Alliance and
immediately prior to the merger (the 'Merger') of a subsidiary of the Company
into Alliance Media Corporation ('Alliance'), Alliance issued to 36 accredited
investors and 6 unaccredited investors an aggregate of 22,000.0505 shares of its
common stock, for consideration of $1,509,750 in the aggregate, less fees,
commissions and/or discounts aggregating $78,250. Each of W.J. Gallagher &
Company, Inc. and Whale Securities Co., L.P., acted as placement agent. Each
such accredited investor represented to the Company that such investor was an
'accredited investor' as such term is defined in Rule 501 of Regulation D of the
Securities Act and gave other representations customary for a transaction of
this type. Each of the other investors represented to the Company that such
investor either alone or with such investor's 'purchaser representative,' as
such term is defined in Rule 501 of Regulation D of the Securities Act, had such
knowledge and experience in financial and other business matters that such
investor was capable of evaluating the merits and risks of the investment in the
Common Stock. All of these shares were issued without registration under the
Securities Act pursuant to the exemption afforded by Section 4(2) and Regulation
D of the Securities Act.
In April 1995, immediately after the private placement effected by
Alliance, in connection with the Merger and pursuant to the Acquisition
Agreement dated as of February 7, 1995, as amended, relating thereto, the
Company issued 1,025,000 shares of Common Stock, valued at $2,745,000 in the
aggregate (or $2.68 per share), to the former stockholders of Alliance in
exchange for such stockholders' shares of Alliance. Each such former stockholder
of Alliance represented to the Company that such former stockholder was an
'accredited investor' as such term is defined in Rule 501 of Regulation D of the
Securities Act or that such investor either alone or with such investor's
'purchaser representative,' as such term is defined in Rule 501 of Regulation D
of the Securities Act, had such knowledge and experience in financial and other
business matters that such investor was capable of evaluating the merits and
risks of the investment in the Common Stock and gave other representations
customary for a transaction of this type. All 1,025,000 shares were issued
without registration under the Securities Act pursuant to the exemption afforded
by Section 4(2) and Regulation D of the Securities Act. In addition, as payment
for certain finders fees related to the Merger, the Company paid an aggregate of
$200,000 in cash and issued an aggregate of 37,500 shares of Common Stock and
warrants exercisable for 25,000 shares of Common Stock, such shares and warrants
being valued at $100,000 in the aggregate, to an investment banking firm and its
three designees, which investment banking firm and one of its designees were
institutional accredited investors and which other two designees were individual
accredited investors. Each of such investors represented to the Company that
such investor was an 'accredited investor' as such term is defined in Rule 501
of Regulation D of the Securities Act and gave other representations customary
for a transaction of this type. All of these shares were issued without
registration under the Securities Act pursuant to the exemption afforded by
Section 4(2) and Regulation D of the Securities Act.
In April 1995, in connection with the sale of Sports-Tech International,
Inc. ('STI'), the Company issued 5,000 shares of Common Stock and warrants
exercisable for an aggregate 2,500 shares of Common Stock, valued at $38,750 in
the aggregate, to the former president of STI in settlement of the termination
of his employment agreement with the Company. There were no fees, commissions
and/or discounts payable to any person in connection with this issuance. These
shares and warrants were issued
II-3
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without registration under the Securities Act in an offering not involving a
public offering pursuant to the exemption afforded by Section 4(2) and
Regulation D of the Securities Act.
In June 1994, the Company issued 62,500 shares of Common Stock, valued at
$250,000, to a former employee of the Company as settlement for the termination
of his employment contract. There were no fees, commissions and/or discounts
payable to any person in connection with this issuance. These shares were issued
without registration under the Securities Act in an offering not involving a
public offering pursuant to the exemption afforded by Section 4(2) of the
Securities Act.
Convertible Preferred Stock
On May 9, 1996, the Company issued 10,000 shares of its Series A
Convertible Preferred Stock, convertible into 300,000 shares of Common Stock, to
a non-U.S. institutional investor for aggregate consideration of $750,000, less
fees, commissions and/or discounts aggregating $63,000. Such investor
represented to the Company that such investor was a 'non-U.S. investor' and gave
other representations customary for a transaction of this type. These shares
were issued without registration under the Securities Act pursuant to the
exemption afforded by Section 4(2) and Regulation S of the Securities Act. On
June 7, 1996, in connection with the issuance of the Series B Preferred Stock
and the convertible notes referred to below, the Company repurchased all of the
outstanding shares of its Series A Preferred Stock for $800,000 plus fees of
$12,500.
On June 7, 1996, the Company issued 6,200 shares of its Series B
Convertible Preferred Stock, convertible into 2,480,000 shares of Common Stock,
and warrants exercisable for an aggregate 3,100,000 shares of its Common Stock
to 29 accredited investors, for aggregate consideration of $3,100,000, less
fees, commission and/or discounts aggregating $218,914, of which $80,000 was
paid Jason Lyons as a finder's fee. Each of such investors represented to the
Company that such investor was an 'accredited investor' as such term is defined
in Rule 501 of Regulation D of the Securities Act and gave other representations
customary for a transaction of this type. These shares of Series B Preferred
Stock and the related warrants were issued without registration under the
Securities Act pursuant to the exemption afforded by Section 4(2) and Regulation
D of the Securities Act.
Also on June 7, 1996, the Company issued $1,000,000 of convertible notes
due June 1, 1998 and warrants exercisable for an aggregate 3,000,000 shares of
its common stock to two accredited investors. There were no fees, commissions or
discounts payable to any person in connection therewith and there was no
placement agent. Each of such investors represented to the Company that such
investor was an 'accredited investor' as such term is defined in Rule 501 of
Regulation D of the Securities Act and gave other representations customary for
a transaction of this type. These notes and warrants were issued without
registration under the Securities Act pursuant to the exemption afforded by
Section 4(2) and Regulation D of the Securities Act.
On September 10, 1996, the convertible notes and the warrants issued to the
holders of the convertible notes referred to above were rescinded retroactive to
June 7, 1996 and replaced with (i) 2,000 shares of the Company's Series C
Preferred Stock (as defined in the Prospectus), convertible into 166,666 shares
of the Company's common stock, for aggregate consideration of $1,000,000, and
(ii) warrants relating to 3,000,000 shares of the Company's common stock. There
were no fees, commissions or discounts. Each of such investors represented to
the Company that such investor was an 'accredited investor' as such term is
defined in Rule 501 of Regulation D of the Securities Act and gave other
representations customary for a transaction of this type. These shares and
warrants were issued without registration under the Securities Act pursuant to
the exemption afforded by Section 4(2), Regulation D and Section 3(a)(9) of the
Securities Act.
Warrants
Upon successful consummation of the Offering, the Company will issue
warrants exercisable for an aggregate of 160,414 shares of Common Stock to
certain stockholders as consideration for such stockholders' agreement to
certain of the lock-up arrangements described under 'Shares Eligible for Future
Sale.' Each of the stockholders receiving such warrants will be required to
represent to the Company that such person is an 'accredited investor' as defined
in Rule 501 of Regulation D of the
II-4
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Securities Act or that such investor either alone or with such investor's
'purchaser representative,' as such term is defined in Rule 501 of Regulation D
of the Securities Act, had such knowledge and experience in financial and other
business matters that such investor was capable of evaluating the merits and
risks of the investment in the warrants and Common Stock and other customary
representations customary for a transaction of this type. These securities will
be issued without registration under the Securities Act pursuant to the
exemption afforded by Section 4(2) and Regulation D of the Securities Act.
In February 1996, the Company issued warrants exercisable for 5,000 shares
of Common Stock, valued at $4,000, to an advisory services firm as payment for
advisory services rendered. There were no fees, commissions and/or discounts
payable to any person in connection with this issuance. These warrants were
issued without registration under the Securities Act in an offering not
involving a public offering pursuant to the exemption afforded by Section 4(2)
of the Securities Act.
In October 1995 and April 1996, the Company issued warrants exercisable for
52,500 shares of Common Stock in the aggregate, valued at $43,000, to two
individuals as an inducement to enter an option agreement relating to the sale
of the Company's land in Laughlin, Nevada and as consideration for the extension
of the put right held by the holders of the option, respectively. There were no
fees, commissions and/or discounts payable to any person in connection with this
issuance. These warrants were issued without registration under the Securities
Act in an offering not involving a public offering pursuant to the exemption
afforded by Section 4(2) of the Securities Act.
ITEM 27. EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES.
(a) Exhibits
<TABLE>
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EXHIBIT
NUMBER ITEM
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--------------------
(SEE NOTES)(*)
<S> <C> <C> <C>
1.1 Form of Underwriting Agreement M
2.1 Acquisition Agreement dated as of February 7, 1995 between Sports-Tech, Inc.,
STI Merger Corporation and Alliance Media Corporation G (1)
2.2 Amendment No. 1 to the Acquisition Agreement dated April 21, 1995 H (2)
2.3 Merger Agreement dated as of April 21, 1995 between STI Merger Corporation and
Alliance Media Corporation H (3)
2.4 Stock Purchase Agreement dated as of January 31, 1995 between Alliance Media
Corporation and Mr. Stephen Dunn H (4)
2.5 Agreement and Plan of Merger dated as of October 1, 1996 between All-Comm Media
Corporation, Metro Services Group, Inc., Metro Merger Corp. and the
Shareholders named therein K (2.1)
3.1 Amended and Restated Articles of Incorporation C (3(a)(1))
3.2 Certificate of Amendment to the Amended and Restated Articles of Incorporation B
3.3 Certificate of Amendment to the Amended and Restated Articles of Incorporation D (3(iii))
3.4 Certificate of Amendment to the Amended and Restated Articles of Incorporation E (3(v))
3.5 By-Laws C (3(c)(2))
3.6 Certificate of Designation for Series B Convertible Preferred Stock, as amended A
3.7 Certificate of Designation for Series C Convertible Preferred Stock A
5.1 Opinion of Lionel Sawyer & Collins M
10.1 1991 Stock Option Plan F (28.1)
10.2 Operating Covenants Agreement dated April 25, 1995 between Alliance Media
Corporation and Mr. Stephen Dunn H (5)
10.3 Pledge Agreement dated as of April 25, 1995 between Alliance Media Corporation
and Mr. Stephen Dunn H (6)
10.4 Lease Agreement dated January 1, 1989 between Stephen Dunn & Associates, Inc.
and Mr. Stephen Dunn relating to 1728 Abbott Kinney Boulevard A
</TABLE>
II-5
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<TABLE>
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EXHIBIT
NUMBER ITEM
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--------------------
(SEE NOTES)(*)
<S> <C> <C> <C>
10.5 Form of promissory note of Alliance Media Corporation payable to Mr. Stephen
Dunn with respect to sale of SD&A (included in Exhibit 2.4) H (4)
10.6 Memorandums of Understanding relating to deferral of payments on long-term
obligations payable to seller of SD&A J (10.6)
10.7 Letter from Mr. Stephen Dunn agreeing to long-term obligation payment and
restructuring I (10.9)
10.8 Form of Private Placement Purchase Agreement for Convertible Notes I (10.8)
10.9 Form of Warrant Certificate (without registration rights) A
10.10 Form of promissory note of All-Comm Media Corporation issued to former
shareholders of Metro Services Group, Inc. (included in Exhibit 2.5) K (2.1)
10.11(a) Form of Registration Rights Agreement dated as of October , 1996 between
All-Comm Media Corporation and the Shareholders named therein (included in
Exhibit 2.5) K
10.11(b) Amendment No. 1 to the Registration Rights Agreement dated as of October 9,
1996 L (10.3)
10.12 Form of Employment Agreement between All-Comm Media Corporation and Mr. Barry
Peters A
10.13 Form of Employment Agreement between All-Comm Media Corporation and Mr. E.
William Savage A
10.14 Form of Employment Agreement between Stephen Dunn & Associates, Inc. and Mr.
Stephen Dunn (included in Exhibit 2.4) H (4)
10.15 Form of Employment Agreement between Stephen Dunn & Associates, Inc. and Mr.
Thomas Scheir (included in Exhibit 2.4) H (4)
10.16 Form of Employment Agreement between Metro Services Group, Inc. and Mr. J.
Jeremy Barbera (included in Exhibit 2.5) K (2.1)
10.17 Form of Employment Agreement between Metro Services Group, Inc. and Mr. Robert
M. Budlow (included in Exhibit 2.5) K (2.1)
10.18 Form of Employment Agreement between Metro Services Group, Inc. and Ms. Janet
Sautkulis (included in Exhibit 2.5) K (2.1)
10.19 Form of Consulting Agreement between All-Comm Media Corporation and Mr. Seymour
Jones A
10.20 Form of Consulting Agreement between All-Comm Media Corporation and Mr. S.
James Coppersmith A
10.21 Form of Consulting Agreement between All-Comm Media Corporation and Mr. C.
Anthony Wainwright A
10.22 Excerpt from Confidential Private Placement dated February 1995 Memorandum of
Alliance Media Corporation relating to Common Stock registration rights A
10.23(a) Letter agreement dated February 7, 1995 between Alliance Media Corporation,
Sports-Tech, Inc., Whale Securities Co., L.P. and Golenberg & Geller, Inc.
relating in part to Common Stock registration rights A
10.23(b) Letter agreement dated May 19, 1995 between All-Comm Media Corporation and
Marshall Geller relating in part to Common Stock registration rights A
10.23(c) Letter agreement dated May 19, 1995 between All-Comm Media Corporation and
Glenn Golenberg relating in part to Common Stock registration rights A
10.24(a) Settlement and Release Agreement dated as of June 17, 1994 between Sheldon
Kasower, Membership Development, Inc. and Sports-Tech, Inc. relating in part to
Common Stock registration rights A
10.24(b) Letter agreement dated January 13, 1995 between Membership Development, Inc.
and Sports-Tech, Inc. relating to Common Stock registration rights A
10.25 Form of Series B Convertible Preferred Stock Subscription Agreement relating in
part to Common Stock registration rights A
10.26 Form of Series C Convertible Preferred Stock Private Placement Purchase
Agreement A
</TABLE>
II-6
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<TABLE>
<CAPTION>
EXHIBIT
NUMBER ITEM
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--------------------
(SEE NOTES)(*)
<S> <C> <C> <C>
10.27 Form of Warrant Certificate (with registration rights) A
10.28(a) Option Agreement dated as of October 1, 1995 between All-Comm Media Corporation
and certain individuals named therein D (10.4)
10.28(b) Amendment to Option Agreement dated April 19, 1996 J (10.5)
10.29 Form of Transfer and Registration Rights Agreement between Mr. Stephen Dunn and
Sports-Tech, Inc. (included in Exhibit 2.4) H (4)
10.30 Form of Series B Conversion Agreement B
10.31 Form of Warrant Cancellation Agreement B
10.32 Form of Series C Repurchase and Exchange Agreement B
10.33 Form of Option Cancellation Agreement B
11.1 Statement Regarding Computation of Net Income Per Share E (11)
21.1 List of Subsidiaries of the Company E (22.1)
23.1 Consent of Lionel Sawyer & Collins (included in Exhibit 5.1) M
23.2 Consent of Coopers & Lybrand L.L.P. (Sherman Oaks) B
23.3 Consent of Coopers & Lybrand L.L.P. (New York) B
23.4 Consent of Jones, Day, Reavis & Pogue B
24.1 Power of Attorney executed by Barry Peters, E. William Savage, Scott Anderson,
S. James Coppersmith, Seymour Jones, C. Anthony Wainwright and Jeremy Barbera A
27.1 Financial Data Schedule A
</TABLE>
(b) Financial Statement Schedules
None.
Notes relating to Exhibits
A Previously filed.
B Filed herewith.
C Incorporated by reference to the Company's Registration Statement on
Form S-4 No. 33-45192, declared effective on February 12, 1992.
D Incorporated by reference to the Company's Report on Form 10-K for the
fiscal year ended June 30, 1995.
E Incorporated by reference to the Company's Report on Form 10-K for the
fiscal year ended June 30, 1996.
F Incorporated by reference to the Company's Registration Statement on
Form S-8 No. 33-43520.
G Incorporated by reference to the Company's Report on Form 8-K dated
February 7, 1995.
H Incorporated by reference to the Company's Report on Form 8-K dated
April 25, 1995.
I Incorporated by reference to the Company's Report on Form 8-K dated
June 7, 1996.
J Incorporated by reference to the Company's Report on Form 10-Q for the
quarter ended March 31, 1996.
K Incorporated by reference to the Company's Report on Form 8-K dated
October 11, 1996.
L Incorporated by reference to the Company's Report on Form 10-Q for the
quarter ended September 30, 1996.
M To be filed by amendment.
* Numbers in parentheses next to any of the above letters C through L refer to
the exhibit numbers within each document from which the Exhibit is
incorporated by reference herein.
II-7
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ITEM 28. UNDERTAKINGS.
The Company hereby undertakes to provide to the Underwriters at the closing
specified in the Underwriting Agreement, certificates in such denominations and
registered in such names as required by the Underwriters to permit prompt
delivery to each purchaser.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a director, officer
or controlling person of the Company in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
The Company hereby undertakes that:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the 'Calculation of
Registration Fee' table in the effective registration statement; and
(iii) To include any additional or changed material inform with
respect to the plan of distribution previously disclosed in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, it will treat each post-effective amendment as a
new registration statement of the securities offered, and the offering of
the securities at that time be the initial bona fide offering.
(3) To file a post-effective amendment to remove from registration any
of the securities that remain unsold at the end of the offering.
(4) For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Company pursuant to Rule 424(b)(1) or (4)
or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(5) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
II-8
<PAGE>
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form SB-2 and authorized this Amendment No. 1
to the Registrant's registration Statement on Form SB-2 to be signed on its
behalf by the undersigned, in the City of Culver City, in the State of
California, on November 26, 1996.
ALL-COMM MEDIA CORPORATION
By: /s/ BARRY PETERS
...
BARRY PETERS
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
In accordance with the requirements of the Securities Act of 1933, this
Amendment No. 1 to the registrant's registration statement on Form SB-2 has been
signed by the following persons in the capacities indicated on November 26,
1996.
<TABLE>
<CAPTION>
SIGNATURE TITLE
- ------------------------------------------ ---------------------------------------------------------------------
<C> <S>
/S/ BARRY PETERS Chairman of the Board and Chief Executive Officer (Principal
......................................... Executive Officer)
BARRY PETERS
* Director, President, Chief Operating Officer, Secretary and Treasurer
......................................... (Chief Operating Officer)
E. WILLIAM SAVAGE
* Chief Financial Officer (Principal Financial and Accounting Officer)
.........................................
SCOTT ANDERSON
* Director
.........................................
S. JAMES COPPERSMITH
* Director
.........................................
SEYMOUR JONES
* Director
.........................................
C. ANTHONY WAINWRIGHT
* Director
.........................................
JEREMY BARBERA
</TABLE>
*By: /s/ BARRY PETERS
...
BARRY PETERS
PURSUANT TO POWERS OF ATTORNEY
FILED PREVIOUSLY WITH THE
SECURITIES
AND EXCHANGE COMMISSION
II-9
STATEMENT OF DIFFERENCES
------------------------
The registered symbol shall be expressed as ... 'r'
<PAGE>
<PAGE>
<TABLE>
<S> <C>
FILED FILING FEE: $75.00 DF C42603 EXPEDITE #E022661
IN THE OFFICE OF THE MCDONALD CARANO WILSON MCCUNE
SECRETARY OF STATE OF THE BERGIN FRANKOVICH & HICKS
STATE OF NEVADA ATTN: SARA SMITHSON
APR 16 1992 241 RIDGE ST., 4TH FL.
CHERYL A LAU SECRETARY OF STATE RENO, NV 89505-2670
/s/ CHERYL A LAU
NO 143-19
</TABLE>
CERTIFICATE OF AMENDMENT TO THE AMENDED
AND RESTATED ARTICLES OF INCORPORATION OF
BRISTOL HOLDINGS, INC.
The undersigned hereby certify as follows:
1. That they are the President and Secretary of BRISTOL HOLDINGS, INC.
2. That the Amended and Restated Articles of Incorporation were filed in
the Office of the Secretary of State of the State of Nevada on the 23rd day of
February, 1989.
3. That the Directors of the corporation unanimously consented to the
adoption of the following resolution on March 26, 1992, to amend the Articles of
Incorporation as set forth below.
3. That at the Annual Meeting of Stockholders held on the 15th day of
April, 1992, the stockholders voted, either in person or by proxy, to adopt the
amendment as set forth and recommended by the Board of Directors. The amendment
to change Article I was adopted by 2,848,928 shares of common stock voting in
favor and 571,192 shares of common stock opposed. There were a total of
3,990,374 shares of common stock outstanding and entitled to vote at the Annual
Meeting of Stockholders.
RESOLVED: That Article I of the Amended and Restated Articles of
Incorporation be amended as follows:
Article I
The name of the corporation is SPORTS-TECH, INC.
<PAGE>
<PAGE>
IN WITNESS WHEREOF, the undersigned have executed this Certificate of
Amendment to the Amended and Restated Articles of Incorporation this 15th day of
April, 1992.
/s/ ARNOLD ROSENSTEIN
--------------------------------------
ARNOLD ROSENSTEIN, President
/s/ WILLIAM R. MORSE
--------------------------------------
WILLIAM R. MORSE, Secretary
STATE OF California, )
) ss.
COUNTY OF Los Angeles. )
On this 14th day of April, 1992, personally appeared before me, a Notary
Public, ARNOLD ROSENSTEIN, as President of Bristol Holdings, Inc., who
acknowledged that he executed the foregoing Certificate of Amendment to the
Amended and Restated Articles of Incorporation on behalf of said
corporation.
[SEAL] GEORGE A. DAVIS /s/ George A. Davis
COMM. #959417 --------------------------------------
NOTARY PUBLIC-CALIFORNIA Notary Public
LOS ANGELES COUNTY
My Comm. Expires May 31, 1996
STATE OF NEVADA, )
) ss.
COUNTY OF CLARK. )
On this 10th day of April, 1992, personally appeared before me, a Notary
Public, WILLIAM R. MORSE, as Secretary of Bristol Holdings, Inc., who
acknowledged that he executed the foregoing Certificate of Amendment to the
Amended and Restated Articles of Incorporation on behalf of said corporation.
/s/ Dale A. Boyer
--------------------------------------
Notary Public
<TABLE>
<S> <C> <C>
[SEAL] NOTARY PUBLIC RECEIVED
DALE A. BOYER APR 16 1992
STATE OF NEVADA /s/CHERYL A LAU
COUNTY OF CLARK Secretary of State
MY APPOINTMENT EXPIRES
NOVEMBER 12, 1993
</TABLE>
<PAGE>
<PAGE>
EXHIBIT 10.30
SERIES B CONVERSION AGREEMENT
Series B Conversion Agreement dated as of November 20, 1996 among
All-Comm Media Corporation (the "Company") and each of the Company's
securityholders party hereto.
WHEREAS, the Company has issued and outstanding 6,200 shares of
its Series B Convertible Preferred Stock, par value $.01 per share (the "Series
B Preferred Stock");
WHEREAS, the shares of Series B Preferred Stock are currently
convertible into shares of the Company's common stock, par value $.01 per share
(the "Common Stock"), in accordance with the certificate of designations for of
the Series B Preferred Stock;
WHEREAS, the Company has filed a registration statement with the
Securities and Exchange Commission for a proposed underwritten public offering
(the "Offering") of shares of Common Stock and for the delayed offering of
shares of Common Stock by certain delayed selling securityholders;
WHEREAS, the lead underwriter for the Offering has advised the
Company that the existence of the current number of outstanding options,
warrants or other rights convertible or exercisable for shares of the Common
Stock could be detrimental to the Offering and to secondary trading in the
Common Stock following consummation of the Offering;
WHEREAS, in support of the Offering, the holders of the Series B
Preferred Stock would like to convert their shares of Series B Preferred Stock
into shares of Common Stock;
WHEREAS, the undersigned holders of Series B Preferred Stock also
hold Common Stock purchase warrants originally issued with the Series B
Preferred Stock and expect to derive significant benefit from the Offering;
NOW THEREFORE, in consideration of the premises and for other
good and valuable consideration, and receipt and sufficiency which are hereby
acknowledged, the parties hereto agree as follows:
1. Conversion of Series B Preferred Stock. Conditional upon but
immediately prior to the consummation of the Offering, each of the undersigned
holders of Series B Preferred Stock will convert (i) all outstanding accrued
dividends on the Series B Preferred Stock held by such person and (ii) all of
the shares of Series B Preferred Stock held by such person, into shares of
Common Stock in accordance with the certificate of designations for the Series B
Preferred Stock.
<PAGE>
<PAGE>
Series B Conversion Agreement, Page 2
2. Securities Law Matters. Each of the undersigned holders of
Series B Preferred Stock severally acknowledges and agrees that: (a) the shares
of Common Stock to be issued to it upon conversion of shares of Series B
Preferred Stock have not been registered under the Securities Act of 1933, as
amended (the "Securities Act"); (b) such shares may not be freely resold or
transferred absent registration under the Securities Act or an exemption
therefrom; (c) it is acquiring such shares for its own account for investment
purposes only and not with a view towards the resale or distribution thereof;
(d) it may be required to hold such shares for an indefinite period; (e)
certificates representing such shares may bear restrictive legends and the
Company may instruct its transfer agent to place stop transfer orders with
respect thereto; (f) it is an "accredited investor" within the meaning of Rule
501(a) of Regulation D under the Securities Act; and (g) it is aware that the
Company is issuing such Common Stock in transactions exempt from the
registration requirements of the Securities Act pursuant to Regulation D or
other exemptions from registration.
3. Miscellaneous. This Agreement may not be modified
except in a writing signed by or on behalf of all of the parties
hereto. This Agreement constitutes the entire agreement of the
parties with respect to the conversion of the outstanding shares
of Series B Preferred Stock. This Agreement may be signed in one
or more counterparts, all of which shall constitute a single
original.
IN WITNESS WHEREOF, each of the undersigned has duly signed or
caused this Agreement to be signed on its or their behalf as of this 20th day of
November, 1996.
All-Comm Media Corporation ------------------------------
Bryan I. Finkel
------------------------------
By: ----------------------- Seth Antine
Name:
Title:
-------------------------------
Naomi Bodner
-------------------------------
Israel A. Englander - IRA F/B/O
-------------------------------
Laura Huberfeld
<PAGE>
<PAGE>
Series B Conversion Agreement, Page 3
- ------------------------------- ------------------------------
Chanie Lerner Birdsall Corp N.V.
- ------------------------------- ------------------------------
Seth Fireman Laura Huberfeld/Naomi Bodner
- ------------------------------- ------------------------------
Rita Folger Shekel Hakodesh
- ------------------------------- ------------------------------
Fred Rudy Bais Kaila Torah Prep. HS
for Girls
- ------------------------------- ------------------------------
Seymour Huberfeld Namax Corp.
- ------------------------------- ------------------------------
Keren M.Y.C.B. Elias Foundation Ohr Somayach Tanenbaum Educ.
- ------------------------------- ------------------------------
Malca Sand Mosha Muller
- ------------------------------- ------------------------------
Erza Birnbaum Friends of Kiryat Meor Chaim
- ------------------------------- ------------------------------
Joshua Schwartz The Nais Corp.
- ------------------------------- ------------------------------
Jonathan Mayer Richard Stadtmauer
- ------------------------------- ------------------------------
Cong. Ahavas Tzd Okah V. Ches Irwin Gross
- ------------------------------- ------------------------------
Yeshiva of Telshe Alumni Charles Nebenzahl
<PAGE>
<PAGE>
EXHIBIT 10.31
Warrant Cancellation Agreement, Page 1
WARRANT CANCELLATION AGREEMENT
Warrant Cancellation Agreement dated as of November 20, 1996
among All-Comm Media Corporation (the "Company") and each of the Company's
securityholders party hereto.
WHEREAS, the Company has filed a registration statement with the
Securities and Exchange Commission for a proposed underwritten registered public
offering (the "Offering") of shares of its common stock, par value $.01 per
share (the "Common Stock"), and for the delayed offering of shares of Common
Stock by certain delayed selling securityholders;
WHEREAS, the lead underwriter for the Offering has advised the
Company that the existence of the current number of options, warrants or other
rights convertible or exercisable for shares of the Common Stock could be
detrimental to the Offering and to secondary trading in the Common Stock
following consummation of the Offering;
WHEREAS, subject to completion of the Offering and satisfaction
of certain other conditions, each of the undersigned securityholders had the
contingent right to receive certain Common Stock purchase warrants in
consideration of certain lockup agreements previously agreed with the Company
(the "Lock-up Warrants");
WHEREAS, each of the undersigned securityholders holds securities
of the Company other than Lock-up Warrants;
WHEREAS, each of the undersigned securityholders is willing to
enter into this Agreement in order to induce the Company to proceed with the
Offering and in order to derive or have the potential to derive economic benefit
therefrom;
NOW THEREFORE, in consideration of the premises and for other
good and valuable consideration, and receipt and sufficiency which are hereby
acknowledged, the parties hereto agree as follows:
1. Cancellation of Lock-up Warrants. Each of the undersigned
securityholders hereby irrevocably agrees to waive and to the cancellation of
any and all its contingent rights to receive Lock-up Warrants from the Company,
and agrees that such Lock-up Warrants shall not be issuable and shall be void ab
initio.
<PAGE>
<PAGE>
Warrant Cancellation Agreement, Page 2
2. Lock-up Arrangements. Each of the undersigned securityholders
agrees that the nine month lock-up arrangements it previously entered into with
the Company regarding the Offering shall remain in full force and effect
notwithstanding the cancellation of the Lock-up Warrants.
3. Miscellaneous. This Agreement may not be modified except in a
writing signed by or on behalf of all of the parties hereto. This Agreement
constitutes the entire agreement of the parties with respect to the cancellation
of their Lock-up Warrants. This Agreement may be signed in one or more
counterparts, all of which shall constitute a single original.
IN WITNESS WHEREOF, each of the undersigned has duly signed or
caused this Agreement to be signed on its or their behalf as of this 20th day of
November, 1996.
All-Comm Media Corporation
By:_________________________
Name:
Title:
--------------------------
Naomi Bodner
--------------------------
Laura Huberfeld
--------------------------
Seth Antine
Bodner/Huberfeld Partnership
--------------------------
Name:
General Partner
<PAGE>
<PAGE>
EXHIBIT 10.32
SERIES C REPURCHASE AND EXCHANGE AGREEMENT
Series C Repurchase and Exchange Agreement dated as of November
20, 1996 among All-Comm Media Corporation (the "Company"), Newark Sales Corp.
("Newark") and Saleslink Ltd. ("Saleslink").
WHEREAS, the Company has issued and outstanding 2,000 shares of
its Series C Convertible Preferred Stock, par value $.01 per share (the "Series
C Preferred Stock");
WHEREAS, Newark and Saleslink are the holders of all of the
issued and outstanding shares of Series C Preferred Stock;
WHEREAS, the shares of Series C Preferred Stock are currently
convertible into 166,666 shares of the Company's common stock, par value $.01
per share (the "Common Stock"), in accordance with the certificate of
designations of the Series C Preferred Stock;
WHEREAS the holders of the Series C Preferred Stock also hold
warrants exercisable for 3,000,000 shares of Common Stock (the "Series C
Warrants");
WHEREAS, the Company has filed a registration statement with the
Securities and Exchange Commission for a proposed underwritten public offering
(the "Offering") of shares of Common Stock, and for the delayed offering of
shares of Common Stock by certain delayed selling securityholders;
WHEREAS, the lead underwriter for the Offering has advised the
Company that the existence of the current number of outstanding options,
warrants or other rights convertible or exercisable for shares of the Common
Stock could be detrimental to the Offering and to secondary trading in the
Common Stock following consummation of the Offering;
WHEREAS, the holders of Series C Preferred Stock are willing to
enter into this Agreement in order to induce the Company to proceed with the
Offering and in order to obtain the benefits of this Agreement;
NOW THEREFORE, in consideration of the premises and for other
good and valuable consideration, and receipt and sufficiency which are hereby
acknowledged, the parties hereto agree as follows:
1. Repurchase of Series C Preferred Stock. Conditional upon but
immediately prior to the consummation of the
<PAGE>
<PAGE>
Series C Repurchase and
Exchange Agreement, Page 2
Offering, each of the undersigned holders of Series C Preferred Stock agrees
sell, and the Company agrees to repurchase, all 2,000 of the outstanding shares
of Series C Preferred Stock for an aggregate of $1,000,000, to be paid pro rata
to such holders based on the number of shares of Series C Preferred Stock held.
2. Conversion of Warrants. Simultaneously with the repurchase of
the Series C Preferred Stock as set forth in paragraph 1, the Series C Warrants
shall be cancelled and shall cease to be outstanding and will be exchanged for
an aggregate of 600,000 shares of Common Stock, to be issued pro rata based on
the number of Series C Warrants held.
3. Securities Law Matters. Each of the undersigned holders of
Series C Preferred Stock severally acknowledges and agrees that: (a) the shares
of Common Stock to be issued to it upon exchange of the Series C Warrants have
not been registered under the Securities Act of 1933, as amended (the
"Securities Act"); (b) such shares may not be freely resold or transferred
absent registration under the Securities Act or an exemption therefrom; (c) it
is acquiring such shares for its own account for investment purposes only and
not with a view towards the resale or distribution thereof; (d) it may be
required to hold such shares for an indefinite period; (e) certificates
representing such shares may bear restrictive legends and the Company may
instruct its transfer agent to place stop transfer orders with respect thereto;
(f) it is an "accredited investor" within the meaning of Rule 501(a) of
Regulation D under the Securities Act; (g) it is aware that the Company is
issuing such Common Stock in transactions exempt from the registration
requirements of the Securities Act pursuant to Regulation D or other exemptions
from registration; and (h) it is not an "affiliate" of Broad Capital Associates,
Inc. within the meaning of the Securities Act.
4. Miscellaneous. This Agreement may not be modified except in a
writing signed by or on behalf of all of the parties hereto. This Agreement
constitutes the entire agreement of the parties with respect to the repurchase
of the outstanding shares of Series C Preferred Stock and the exchange of the
Series C
<PAGE>
<PAGE>
Series C Repurchase and
Exchange Agreement, Page 3
Warrants. This Agreement may be signed in one or more counterparts, all of which
shall constitute a single original.
IN WITNESS WHEREOF, each of the undersigned has duly caused this
Agreement to be signed on its behalf as of this 20th day of November, 1996.
All-Comm Media Corporation Newark Sales Corp.
By: By:
---------------------------- ----------------------------
Name: Name:
Title: Title:
Saleslink Ltd.
By:
-----------------------------
Name:
Title:
<PAGE>
<PAGE>
EXHIBIT 10.33
OPTION CANCELLATION AGREEMENT
Option Cancellation Agreement dated as of November 20, 1996 among
All-Comm Media Corporation (the "Company"), Barry Peters and E. William Savage.
WHEREAS, the Company has filed a registration statement with the
Securities and Exchange Commission for a proposed underwritten registered public
offering (the "Offering") of shares of its common stock, par value $.01 per
share (the "Common Stock"), and for the delayed offering of shares of Common
Stock by certain delayed selling securityholders;
WHEREAS, the lead underwriter for the Offering has advised the
Company that the existence of the current number of options, warrants or other
rights convertible or exercisable for shares of the Common Stock could be
detrimental to the Offering and to secondary trading in the Common Stock
following consummation of the Offering;
WHEREAS, in September 1996, the Company awarded to each of
Messrs. Peters and Savage options to purchase 300,000 shares of Common Stock,
and each of them holds securities of the Company other than such options;
WHEREAS, each of Messrs. Peters and Savage is willing to enter
into this Agreement in order to induce the Company to proceed with the Offering
and in order to derive or have the potential to derive economic benefit
therefrom;
NOW THEREFORE, in consideration of the premises and for other
good and valuable consideration, and receipt and sufficiency which are hereby
acknowledged, the parties hereto agree as follows:
1. Cancellation of Options. Conditional upon but immediately
prior to the Offering, each of Messrs. Peters and Savage severally irrevocably
waives and agrees to the cancellation of any and all rights he has or may have
had to 150,000 of the options awarded to him by the Company in September 1996,
and agrees that such options shall be treated for all purposes as null and void
ab initio.
2. Remaining Options. The Company confirms and agrees that all
other options granted to Messrs. Peters and Savage, including the balance of the
options awarded to each of them in September 1996 which are not being cancelled
under paragraph 1, shal remain in full force and effect in accordance with their
respective terms and shall not be affected by this Agreement.
<PAGE>
<PAGE>
Option Cancellation Agreement, Page 2
3. Miscellaneous. This Agreement may not be modified except in a
writing signed by or on behalf of all of the parties hereto. This Agreement
constitutes the entire agreement of the parties with respect to the cancellation
of the options specified as being cancelled hereby. This Agreement may be signed
in one or more counterparts, all of which shall constitute a single original.
IN WITNESS WHEREOF, each of the undersigned has duly signed or
caused this Agreement to be signed on its behalf as of this 20th day of
November, 1996.
All-Comm Media Corporation
By:_________________________
Name: Scott A. Anderson
Title: Chief Financial
Officer
--------------------------
Barry Peters
--------------------------
E. William Savage
<PAGE>
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this registration statement on Amendment No. 1 to
Form SB-2 (File No. 333-14339) of our report dated September 19, 1996, on our
audits of the consolidated financial statements of All-Comm Media Corporation as
of June 30, 1996 and for each of the two years ended June 30, 1996. We also
consent to the inclusion in this registration statement on Amendment No. 1 to
Form SB-2 (File No. 333-14339) of our report dated June 2, 1995, on our audit of
the financial statements of Stephen Dunn & Associates, Inc. as of December 31,
1994 and for the year then ended. We also consent to the reference to our firm
under the caption "Experts."
/s/ Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
Sherman Oaks, California
November 25, 1996
<PAGE>
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this registration statement on Amendment No. 1 to
Form SB-2 (File No. 333-14339) of our report dated August 29, 1996, on our
audits of the financial statements of Metro Services Group, Inc. as of December
31, 1995 and for each of the two years ended December 31, 1995. We also consent
to the reference to our firm under the caption "Experts."
/s/ Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
New York, New York
November 25, 1996.
<PAGE>
<PAGE>
EXHIBIT 23.4
[LETTERHEAD OF JONES, DAY, REAVIS & POGUE]
November 26, 1996
All-Comm Media Corporation
400 Corporate Pointe, Suite 780
Culver City, California 90230
Dear Sirs:
We consent to the reference to our firm under the caption "Validity of
Shares" in the Prospectus constituting a part of the Registration Statement on
Form SB-2 (Registration No. 333-14339) filed by All-Comm Media Corporation to
effect registration of shares of its common stock, par value $.01 per share,
under the Securities Act of 1933, as amended, and to the filing of this letter
as an exhibit to such Registration Statement.
Very truly yours,
/s/ Jones Day Reavis & Pogue
Jones Day Reavis & Pogue
<PAGE>
