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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10 - KSB/A No. 1
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For Fiscal Year Ended June 30, 1995
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from ___________________ to _____________________
Commission File Number
0 - 9403
NBI, INC.
State of Incorporation IRS Employer I.D. Number
Delaware 84 - 0645110
1880 Industrial Circle, Suite F
Longmont, Colorado 80501
(303) 684-2700
Securities registered pursuant Name of each exchange
to section 12(b) of the Act: on which registered:
Common Stock ($.01 par value) Over the counter
Securities registered pursuant to Section 12(g) of the Act: None
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
[X] YES [ ] NO
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]
Revenues for the year ended June 30, 1995, are $2,850,000.
The aggregate market value of voting stock held by non-affiliates of the
registrant is approximately $4,505,000 as of market close on September 14, 1995.
Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. [X] YES [ ] NO
Common stock ($.01 Par Value) 6,497,234 shares outstanding as of September 16,
1995.
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Explanatory Note
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Amendment Number One to the Annual Report on Form 10-KSB for the year ended June
30, 1995, of NBI, Inc. is solely to file copies of certain exhibits listed in
Item 13 hereto, which were not previously filed.
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Item 13. Exhibits and Reports on Form 8-K
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(a) Exhibits
3. Articles of Incorporation and Bylaws
a. Restated Certificate of Incorporation/(7)/
b. Restated Bylaws/(7)/
10. Material Contracts
a. Agreement in Principle dated October 13, 1995 between NBI, Inc. and
the Internal Revenue Service/(7)/
b. Belle Vernon Motel Corporation Land Lease Agreement/(7)/
c. Agreement between L.E. Smith Glass Company and The American Flint
Glass Workers' Union/(7)/
d. Stock Purchase Agreement with Romaine Gilmour and Rose B.
Calderone dated August 4, 1995/(5)/
e. Asset Purchase and Sale Agreement between Lawrence F. Ranallo,
Trustee in Bankruptcy of Pittsburgh Food & Beverage Company, Inc.,
L.E. Smith Glass Company and American Glass, Inc. dated June 29,
1995/(5)/
f. Krazy Colors, Inc. Stock Purchase Agreement/(4)/
g. Krazy Colors, Inc. Shareholder Agreement/(4)/
h. Jay H. Lustig Warrant Certificate/(4)/
i. Krazy Colors, Inc. Revolving Line of Credit/(4)/
j. NBI, Inc. Employee and Director Stock Option Plan/(2)/
k. Form of NBI, Inc. Director Non-Qualified Stock Option
Agreement/(2)/
l. Form of NBI, Inc. Chief Executive Officer Non-Qualified Stock
Option Agreement/(2)/
16. Letter on Change in Certifying Accountant/(6)/
21. Subsidiaries of Registrant
a. See Item 1 - Business, herein
23. Consents of Independent Accountants
a. BDO Seidman, LLP/(8)/
b. Ernst & Young LLP/(8)/
27. Financial Data Schedule/(7)/
(b) Reports on Form 8-K:
The following Forms 8-K were filed with the Commission during the quarter
ended June 30, 1995 and subsequently:
1. Form 8-K dated July 25, 1995, Item 5 - Other Events:
The Company was the successful bidder for a majority of the
assets of L.E. Smith Glass Company of Mount Pleasant, Pennsylvania.
2. Form 8-K dated August 4, 1995, Item 2 - Acquisition and Disposition
of Assets:
I. The Company acquired 100% of the outstanding capital stock of the
Belle Vernon Motel Corporation on August 4, 1995.
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II. The Company's recently formed, wholly-owned subsidiary, American
Glass, Inc., closed on it's purchase of a majority of the assets of
L.E. Smith Glass Company of Mount Pleasant, Pennsylvania on August
14, 1995.
3. Form 8-K dated August 11, 1995, Item 4 - Changes in the Company's
Certifying Accountant:
On August 11, 1995, NBI dismissed the firm of Ernst & Young LLP and
on August 17, 1995, engaged the firm of BDO Seidman, LLP as its
principal accountant.
4. Form 8-K/A dated September 28, 1995, Item 7 - Financial Statements and
Proforma Financial Information:
I. Audited financial statements of the Belle Vernon Motel
Corporation as of December 31, 1994 and 1993 and for the years then
ended, and unaudited interim financial statements as of June 30, 1995
and for the six months then ended.
II. Audited financial statements of L.E. Smith Glass Company as of
March 31, 1995, 1994 and 1993, and for the years then ended, and
unaudited interim financial statements as of June 30, 1995 and for
the three months then ended.
III. Proforma financial statements as of June 30, 1995 and for the
year then ended.
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(1) Incorporated by reference to the Company's report on Form 10-K for the
two months ended June 30, 1992 and the ten months ended April 30, 1992.
(2) Incorporated by reference to Registration Statement No. 33-73334.
(3) Incorporated by reference to the Company's report on Form 10-KSB for the
year ended June 30, 1994.
(4) Incorporated by reference to the Company's report on Form 10-QSB for the
quarter ended December 31, 1994.
(5) Incorporated by reference to the Company's report on Form 8-K dated
August 4, 1995.
(6) Incorporated by reference to the Company's report on Form 8-K dated
August 14, 1995.
(7) Incorporated by reference to the Company's report on Form-10KSB for the
year ended June 30, 1995.
(8) Filed herewith.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
NBI, Inc.
February 7, 1996 By: /s/ Jay H. Lustig
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Chairman of the Board
(Principal Executive Officer)
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Exhibit 23 a.
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
NBI, Inc.
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (File No. 33-73334) of NBI, Inc. of our report dated
September 10, 1995, except for Notes 7 and 17 which are as of October 13, 1995,
relating to the consolidated financial statements of NBI, Inc. appearing in the
Company's Annual Report on Form 10-KSB for the year ended June 30, 1995.
BDO Seidman, LLP
Denver, Colorado
February 2, 1996
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Exhibit 23 b.
CONSENT OF INDEPENDENT
AUDITORS
The Board of Directors
NBI, Inc.
We consent to the incorporation by reference in the Registration Statement on
Form S-8 (File No. 33-73334) pertaining to the NBI, Inc. Employee and Director
Stock Option Plan, NBI, Inc. Director Non-Qualified Stock Options and NBI, Inc.
1993 Chief Executive Officer Non-Qualified Stock Options of our report dated
August 30, 1994, related to the consolidated statements of operations,
stockholders' equity (deficit) and cash flows of NBI, Inc. for the year ended
June 30, 1994, included in the Annual Report on Form 10-KSB for the year ended
June 30, 1995.
Ernst & Young LLP
Denver, Colorado
February 2, 1996
