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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-KSB/A
AMENDMENT NO. 1
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED: JUNE 30, 2000
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO .
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COMMISSION FILE NUMBER: 0-11532
VENTURE CATALYST INCORPORATED
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
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UTAH 33-0618806
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
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16868 VIA DEL CAMPO COURT, SUITE 200, SAN DIEGO, CALIFORNIA 92127
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
ISSUER'S TELEPHONE NUMBER: (858) 385-1000
SECURITIES REGISTERED UNDER SECTION 12(b) OF THE EXCHANGE ACT: NONE
SECURITIES REGISTERED UNDER SECTION 12(g) OF THE EXCHANGE ACT:
COMMON STOCK, $.001 PAR VALUE PER SHARE
(TITLE OF CLASS)
Check whether the issuer (1) 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.
Yes [X] No [ ]
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]
State issuer's revenues for its most recent fiscal year: $14,843,245
As of September 15, 2000, the aggregate market value of the voting stock
held by non-affiliates of the registrant (based on the closing sale price of
such stock on such date) was approximately $17,704,330.
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State the number of shares outstanding of each of the issuer's classes
of common equity as of the latest practicable date: At September 15, 2000, there
were 7,422,490 shares outstanding of the issuer's common stock, $.001 par value
per share (the only class of common equity).
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement prepared in connection with the Annual
Meeting of Shareholders to be held in 2000 -- Part III.
Transitional Small Business Disclosure Format (check one) Yes [ ] No [X]
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ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits. The Exhibits listed below are filed with the Commission as
part of this annual report on Form 10-KSB.
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EXHIBIT
NO. DESCRIPTION
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2.1 Asset Purchase Agreement dated as of July 16, 1999 by and among
the Company, Typhoon Capital Consultants, LLC, Sanjay Sabnani
and Manisha Sabnani, previously filed as Exhibit 2.4 to the
Company's Annual Report on Form 10-KSB for the Fiscal Year ended
June 30, 1999, dated September 27, 1999 and filed with the
Commission on September 28, 1999 (File No. 0-11532) (the "Fiscal
1999 Annual Report"), is hereby incorporated herein by
reference.
2.2 Stock Purchase Agreement dated as of January 28, 2000 by and
among Ken King, Tom Green, Mary Anne Fuchs, Carmen Errejon and
Venture Catalyst Incorporated previously filed as Exhibit 2.1 to
the Company's Quarterly Report on Form 10-QSB for the Quarterly
Period Ended March 31, 2000, filed with the Commission on May
15, 2000 (File No. 0-11532), is hereby incorporated herein by
reference.
2.3 Stock Purchase Agreement dated as of January 28, 2000 by and
among Venture Catalyst Incorporated, Stephen M. Dirks and
webinc., Inc., previously filed as Exhibit 2.2 to the Company's
Quarterly Report on Form 10-QSB for the Quarterly Period Ended
March 31, 2000, filed with the Commission on May 15, 2000 (File
No. 0-11532), is hereby incorporated herein by reference.
2.4 Agreement and Plan of Reorganization among Venture Catalyst
Incorporated, Venture Acquisition Corporation, CTInteractive,
Inc., and Donald Scott Campbell dated as of March 23, 2000,
previously filed as Exhibit 2.3 to the Company's Quarterly
Report on Form 10-QSB for the Quarterly Period Ended March 31,
2000, filed with the Commission on May 15, 2000 (File No.
0-11532), is hereby incorporated herein by reference.
2.5 Agreement and Plan of Reorganization dated as of June 26, 2000,
by and among
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EXHIBIT
NO. DESCRIPTION
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the Company and Venture-Catalyst.com, Inc., DayPlan.com, Inc.,
Sunvir S. Gujral, Gary U. Scapellati, Ajay Mehra, Michael
Trujillo and Liveleen K. Gujral.
3.1 Articles of Amendment of Articles of Incorporation of the
Company, filed with the Secretary of State of Utah on December
10, 1999, previously filed as Exhibit 3.1 to the Company's
Quarterly Report on Form 10-QSB for the Quarterly Period Ended
December 31, 1999, filed with the Commission on February 14,
2000 (File No. 0-11532), is hereby incorporated herein by
reference.
3.2 Amended and Restated Articles of Incorporation of the Company
(formerly known as Twin Creek Exploration Co., Inc.), previously
filed as Exhibit 3.1 to the Company's Annual Report on form
10-KSB for the Fiscal Year Ended June 30, 1995, filed with the
Commission on October 12, 1995 (File No. 0-11532), is hereby
incorporated herein by reference.
3.3 Amended and Restated Bylaws of the Company, as amended.
10.1 Assignment, Assumption and Consent dated September 28, 1999 by
and between Typhoon Capital Consultants, LLC., dba:
Venture-Catalyst.com, Inland Entertainment Corporation and
Spieker Properties, L.P. relating to the March 22, 1999 Santa
Monica, California Office Lease, previously filed as Exhibit
10.2 to the Company's Quarterly Report on Form 10-QSB for the
Quarterly Period Ended September 30, 1999, filed with the
Commission on November 15, 1999 (File No. 0-11532), is hereby
incorporated herein by reference.
10.2 Lease Agreement dated March 22, 1999, by and between Typhoon
Capital Consultants, LLC, dba: Venture-Catalyst.com, and Spieker
Properties, L.P., previously filed as Exhibit 10.3 to the
Company's Quarterly Report on Form 10-QSB for the Quarterly
Period Ended September 30, 1999, filed with the Commission on
November 15, 1999 (File No. 0-11532), is hereby incorporated
herein by reference.
10.3 Assignment and Assumption Agreement dated as of July 16, 1999,
by and among the Company, Typhoon Capital Consultants, LLC,
Sanjay Sabnani and Manisha Sabnani, previously filed as Exhibit
10.4 to the Company's Quarterly Report on Form 10-QSB for the
Quarterly Period Ended September 30, 1999, filed with the
Commission on November 15, 1999 (File No. 0-11532), is hereby
incorporated herein by reference.
10.4 Negotiable Secured Promissory Note, dated August 5, 1999, of
Christopher Wm. Voisin, in favor of the Company in the principal
amount of $49,462.00, previously filed as Exhibit 10.37 to the
Fiscal 1999 Annual Report (File No. 0-11532), is hereby
incorporated herein by reference.
10.5 Settlement and Release Agreement dated December 17, 1999, by and
among Richard T. Harrison, the Company and Cyberworks, Inc.,
previously filed as Exhibit 10.1 to the Company's Quarterly
Report on Form 10-QSB for the Quarterly Period Ended December
31, 1999, filed with the Commission on February 14, 2000 (File
No. 0-11532), is hereby incorporated herein by reference.
10.6 Amended and Restated Noncompetition Agreement dated as of
December 25, 1999, by and between Richard T. Harrison and the
Company, previously filed as
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EXHIBIT
NO. DESCRIPTION
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Exhibit 10.2 to the Company's Quarterly Report on Form 10-QSB
for the Quarterly Period Ended December 31, 1999, and filed with
the Commission on February 14, 2000 (File No. 0-11532), is
hereby incorporated herein by reference.
10.7 Call Agreement dated as of December 25, 1999, by and between
Richard T. Harrison and the Company, previously filed as Exhibit
10.3 to the Company's Quarterly Report on Form 10-QSB for the
Quarterly Period Ended December 31, 1999, filed with the
Commission on February 14, 2000 (File No. 0-11532), is hereby
incorporated herein by reference.
10.8 Stock Pledge Agreement dated as of December 25, 1999, by and
between Richard T. Harrison and the Company, previously filed as
Exhibit 10.4 to the Company's Quarterly Report on Form 10-QSB
for the Quarterly Period Ended December 31, 1999, filed with the
Commission on February 14, 2000 (File No. 0-11532), is hereby
incorporated herein by reference.
10.9 Consulting Agreement dated February 25, 2000 between Venture
Catalyst Incorporated and G. Fritz Opel, previously filed as
Exhibit 10.1 to the Company's Quarterly Report on Form 10-QSB
for the Quarterly Period Ended March 31, 2000, filed with the
Commission on May 15, 2000 (File No. 0-11532), is hereby
incorporated herein by reference.
10.10 Settlement and Release Agreement dated February 25, 2000 between
Venture Catalyst Incorporated and G. Fritz Opel, previously
filed as Exhibit 10.2 to the Company's Quarterly Report on Form
10-QSB for the Quarterly Period Ended March 31, 2000, filed with
the Commission on May 15, 2000 (File No. 0-11532), is hereby
incorporated herein by reference.
10.11 Consulting Fee Subordination Agreement dated as of January 13,
2000 among State Street Bank and Trust Company of California,
National Association, Venture Catalyst Incorporated and the
Barona Group of Capitan Grande Band of Mission Indians,
previously filed as Exhibit 10.3 to the Company's Quarterly
Report on Form 10-QSB for the Quarterly Period Ended March 31,
2000, filed with the Commission on May 15, 2000 (File No.
0-11532), is hereby incorporated herein by reference.
10.12 Stock Purchase Agreement dated as of April 30, 2000, by and
between the Company and Jonathan Ungar and Alan Henry Woods.
10.13 Warrant Agreement dated as of April 30, 2000, by and between the
Company and Jonathan Ungar.
10.14 Stock Purchase Agreement dated as of April 11, 2000, by and
between the Company and Gary Cheng.
10.15 Stock Purchase Agreement dated as of April 11, 2000, by and
between the Company and Thomas Courts.
10.16 Stock Purchase Agreement dated as of April 11, 2000, by and
between the Company and Howard Yen.
10.17 Stock Purchase Agreement dated as of April 11, 2000, by and
between the Company and Paul Yahnke.
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EXHIBIT
NO. DESCRIPTION
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10.18 Stock Purchase Agreement dated as of April 13, 2000, by and
between the Company and Tony Yollin.
10.19 Stock Purchase Agreement dated as of April 13, 2000, by and
between the Company and Boniface O. Onubah.
10.20 Stock Purchase Agreement dated as of April 13, 2000, by and
between the Company and Keri Consulting Limited.
10.21 Sublease Agreement dated as of May 15, 2000, by and between
Company and Morton Jankel Zander, Inc., a California
corporation.
10.22 Agreement of Sublease dated as of August 11, 2000, by and
between Company and iXL, Inc., a Delaware corporation.
10.23 Promissory Note dated as of September 15, 2000, by and between
Company and Jonathan Ungar.
10.24 Promissory Note dated as of September 15, 2000, by and between
Company and Alan Henry Woods.
10.25 Asset Purchase Agreement dated as of August 17, 2000, by and
between Cyberworks, Inc., and Cyber-Tech Group Limited.
21 Subsidiaries of Registrant.
23 Consent of Grant Thornton LLP.
27 Financial Data Schedule.
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(b) REPORTS ON FORM 8-K
No reports on Form 8-K were filed with the Commission during the fourth
quarter of the fiscal year covered by this Form 10-KSB.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
VENTURE CATALYST INCORPORATED,
a Utah corporation
Dated: October 3, 2000 By: /s/ GLENN D. SMITH
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Glenn D. Smith
Executive Vice President,
General Counsel and Secretary
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EXHIBIT INDEX
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2.1 Asset Purchase Agreement dated as of July 16, 1999 by and among
the Company, Typhoon Capital Consultants, LLC, Sanjay Sabnani
and Manisha Sabnani, previously filed as Exhibit 2.4 to the
Company's Annual Report on Form 10-KSB for the Fiscal Year ended
June 30, 1999, dated September 27, 1999 and filed with the
Commission on September 28, 1999 (File No. 0-11532) (the "Fiscal
1999 Annual Report"), is hereby incorporated herein by
reference.
2.2 Stock Purchase Agreement dated as of January 28, 2000 by and
among Ken King, Tom Green, Mary Anne Fuchs, Carmen Errejon and
Venture Catalyst Incorporated previously filed as Exhibit 2.1 to
the Company's Quarterly Report on Form 10-QSB for the Quarterly
Period Ended March 31, 2000, filed with the Commission on May
15, 2000 (File No. 0-11532), is hereby incorporated herein by
reference.
2.3 Stock Purchase Agreement dated as of January 28, 2000 by and
among Venture Catalyst Incorporated, Stephen M. Dirks and
webinc., Inc., previously filed as Exhibit 2.2 to the Company's
Quarterly Report on Form 10-QSB for the Quarterly Period Ended
March 31, 2000, filed with the Commission on May 15, 2000 (File
No. 0-11532), is hereby incorporated herein by reference.
2.4 Agreement and Plan of Reorganization among Venture Catalyst
Incorporated, Venture Acquisition Corporation, CTInteractive,
Inc., and Donald Scott Campbell dated as of March 23, 2000,
previously filed as Exhibit 2.3 to the Company's Quarterly
Report on Form 10-QSB for the Quarterly Period Ended March 31,
2000, filed with the Commission on May 15, 2000 (File No.
0-11532), is hereby incorporated herein by reference.
2.5 Agreement and Plan of Reorganization dated as of June 26, 2000,
by and among the Company and Venture-Catalyst.com, Inc.,
DayPlan.com, Inc., Sunvir S. Gujral, Gary U. Scapellati, Ajay
Mehra, Michael Trujillo and Liveleen K. Gujral.
3.1 Articles of Amendment of Articles of Incorporation of the
Company, filed with the Secretary of State of Utah on December
10, 1999, previously filed as Exhibit 3.1 to the Company's
Quarterly Report on Form 10-QSB for the Quarterly Period Ended
December 31, 1999, filed with the Commission on February 14,
2000 (File No. 0-11532), is hereby incorporated herein by
reference.
3.2 Amended and Restated Articles of Incorporation of the Company
(formerly known as Twin Creek Exploration Co., Inc.), previously
filed as Exhibit 3.1 to the Company's Annual Report on form
10-KSB for the Fiscal Year Ended June 30, 1995, filed with the
Commission on October 12, 1995 (File No. 0-11532), is hereby
incorporated herein by reference.
3.3 Amended and Restated Bylaws of the Company, as amended.
10.1 Assignment, Assumption and Consent dated September 28, 1999 by
and between Typhoon Capital Consultants, LLC., dba:
Venture-Catalyst.com, Inland Entertainment Corporation and
Spieker Properties, L.P. relating to the March 22, 1999 Santa
Monica, California Office Lease, previously filed as Exhibit
10.2 to the Company's Quarterly Report on Form 10-QSB for the
Quarterly Period Ended September 30, 1999, filed with the
Commission on November 15, 1999 (File No.
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0-11532), is hereby incorporated herein by reference.
10.2 Lease Agreement dated March 22, 1999, by and between Typhoon
Capital Consultants, LLC, dba: Venture-Catalyst.com, and Spieker
Properties, L.P., previously filed as Exhibit 10.3 to the
Company's Quarterly Report on Form 10-QSB for the Quarterly
Period Ended September 30, 1999, filed with the Commission on
November 15, 1999 (File No. 0-11532), is hereby incorporated
herein by reference.
10.3 Assignment and Assumption Agreement dated as of July 16, 1999,
by and among the Company, Typhoon Capital Consultants, LLC,
Sanjay Sabnani and Manisha Sabnani, previously filed as Exhibit
10.4 to the Company's Quarterly Report on Form 10-QSB for the
Quarterly Period Ended September 30, 1999, filed with the
Commission on November 15, 1999 (File No. 0-11532), is hereby
incorporated herein by reference.
10.4 Negotiable Secured Promissory Note, dated August 5, 1999, of
Christopher Wm. Voisin, in favor of the Company in the principal
amount of $49,462.00, previously filed as Exhibit 10.37 to the
Fiscal 1999 Annual Report (File No. 0-11532), is hereby
incorporated herein by reference.
10.5 Settlement and Release Agreement dated December 17, 1999, by and
among Richard T. Harrison, the Company and Cyberworks, Inc.,
previously filed as Exhibit 10.1 to the Company's Quarterly
Report on Form 10-QSB for the Quarterly Period Ended December
31, 1999, filed with the Commission on February 14, 2000 (File
No. 0-11532), is hereby incorporated herein by reference.
10.6 Amended and Restated Noncompetition Agreement dated as of
December 25, 1999, by and between Richard T. Harrison and the
Company, previously filed as Exhibit 10.2 to the Company's
Quarterly Report on Form 10-QSB for the Quarterly Period Ended
December 31, 1999, and filed with the Commission on February 14,
2000 (File No. 0-11532), is hereby incorporated herein by
reference.
10.7 Call Agreement dated as of December 25, 1999, by and between
Richard T. Harrison and the Company, previously filed as Exhibit
10.3 to the Company's Quarterly Report on Form 10-QSB for the
Quarterly Period Ended December 31, 1999, filed with the
Commission on February 14, 2000 (File No. 0-11532), is hereby
incorporated herein by reference.
10.8 Stock Pledge Agreement dated as of December 25, 1999, by and
between Richard T. Harrison and the Company, previously filed as
Exhibit 10.4 to the Company's Quarterly Report on Form 10-QSB
for the Quarterly Period Ended December 31, 1999, filed with the
Commission on February 14, 2000 (File No. 0-11532), is hereby
incorporated herein by reference.
10.9 Consulting Agreement dated February 25, 2000 between Venture
Catalyst Incorporated and G. Fritz Opel, previously filed as
Exhibit 10.1 to the Company's Quarterly Report on Form 10-QSB
for the Quarterly Period Ended March 31, 2000, filed with the
Commission on May 15, 2000 (File No. 0-11532), is hereby
incorporated herein by reference.
10.10 Settlement and Release Agreement dated February 25, 2000 between
Venture Catalyst Incorporated and G. Fritz Opel, previously
filed as Exhibit 10.2 to the Company's Quarterly Report on Form
10-QSB for the Quarterly Period Ended
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March 31, 2000, filed with the Commission on May 15, 2000 (File
No. 0-11532), is hereby incorporated herein by reference.
10.11 Consulting Fee Subordination Agreement dated as of January 13,
2000 among State Street Bank and Trust Company of California,
National Association, Venture Catalyst Incorporated and the
Barona Group of Capitan Grande Band of Mission Indians,
previously filed as Exhibit 10.3 to the Company's Quarterly
Report on Form 10-QSB for the Quarterly Period Ended March 31,
2000, filed with the Commission on May 15, 2000 (File No.
0-11532), is hereby incorporated herein by reference.
10.12 Stock Purchase Agreement dated as of April 30, 2000, by and
between the Company and Jonathan Ungar and Alan Henry Woods.
10.13 Warrant Agreement dated as of April 30, 2000, by and between the
Company and Jonathan Ungar.
10.14 Stock Purchase Agreement dated as of April 11, 2000, by and
between the Company and Gary Cheng.
10.15 Stock Purchase Agreement dated as of April 11, 2000, by and
between the Company and Thomas Courts.
10.16 Stock Purchase Agreement dated as of April 11, 2000, by and
between the Company and Howard Yen.
10.17 Stock Purchase Agreement dated as of April 11, 2000, by and
between the Company and Paul Yahnke.
10.18 Stock Purchase Agreement dated as of April 13, 2000, by and
between the Company and Tony Yollin.
10.19 Stock Purchase Agreement dated as of April 13, 2000, by and
between the Company and Boniface O. Onubah.
10.20 Stock Purchase Agreement dated as of April 13, 2000, by and
between the Company and Keri Consulting Limited.
10.21 Sublease Agreement dated as of May 15, 2000, by and between
Company and Morton Jankel Zander, Inc., a California
corporation.
10.22 Agreement of Sublease dated as of August 11, 2000, by and
between Company and iXL, Inc., a Delaware corporation.
10.23 Promissory Note dated as of September 15, 2000, by and between
Company and Jonathan Ungar.
10.24 Promissory Note dated as of September 15, 2000, by and between
Company and Alan Henry Woods.
10.25 Asset Purchase Agreement dated as of August 17, 2000, by and
between Cyberworks, Inc., and Cyber-Tech Group Limited.
21 Subsidiaries of Registrant.
23 Consent of Grant Thornton LLP.
27 Financial Data Schedule.
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