NUMEX CORP, 10KSB40/A, 1999-07-28

NUMEX CORP
10KSB40/A, 1999-07-28
BUSINESS SERVICES, NEC

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

AMENDMENT NO. 2 TO FORM 10-KSB

(MARK ONE)
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

FOR THE FISCAL YEAR ENDED MARCH 31, 1999

|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]

For the transition period from __________ to __________
Commission file number 0-7722

NUMEX CORPORATION

(Exact name of registrant as specified in its charter)

DELAWARE 06-1034587
(State of other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)

11111 SANTA MONICA BOULEVARD, SUITE 210
LOS ANGELES, CALIFORNIA 90025
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (310) 914-3007

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, par
value $.10 per share

INDICATE BY CHECKMARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED
TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING
THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS
REQUIRED TO FILE SUCH REPORT(S)), 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 is not 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 fiscal year ended March 31, 1999 were $15,970.

The aggregate market value of the common equity held by non-affiliates of the
registrant as of May 28, 1999. amounted to approximately $23,946,021.

Registrant had 15,145,697 shares of Common Stock, $.10 par value per share, and
144,000 shares of Series B Convertible Preferred Stock, $1.00 par value per
share, outstanding as of June 30, 1999.

Transitional Small Business Disclosure Format: YES NO |X|

Filed herewith by amendment is Part III of Form 10-KSB.

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ITEM 10. EXECUTIVE COMPENSATION

The following information is furnished for the person who served as
Chief Executive Officer of the Company during the year ended March 31, 1999. No
other persons who served as executive officers of the Company received salary
and bonus in excess of $100,000 during the year ended March 31, 1999.

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
SUMMARY COMPENSATION TABLE
- --------------------------------------------------------------------------------------------------------------------
Annual Compensation(1) Long Term Compensation Awards
- --------------------------------------------------------------------------------------------------------------------
Securities
Name and Principal Salary Bonus Restricted Stock Underlying
Position Year ($) ($) Awards Options/SAR (#)
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Jack I. Salzberg,(2) 1999 $-0- -- -- --
Chairman of the Board, 1998 $300,000(3) -- -- 850,000
President and Chief
Executive Officer
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------

</TABLE>

(1) Does not include perquisites which did not exceed the lesser of $50,000
or 10% of salary and bonus.
(2) Mr. Jack I. Salzberg resigned as President and CEO and Mr. Jeffrey A.
Stern became the President and CEO on April 12, 1999. Mr. Salzberg
resigned as Chairman of the Board in July 1999.
(3) Compensation awarded by the Board of Directors to Mr. Jack I. Salzberg
on December 18, 1997 for his extraordinary efforts and years of service
to the Company without compensation. On April 30, 1998, the Board of
Directors authorized the conversion of this accrued liability into
common stock at $1.25 per share which was then converted in May 1998.

1999 OPTION GRANTS

No stock options were granted to the executive officers of the Company
in the fiscal year 1999.

OPTION EXERCISE/VALUE TABLE

The following information with respect to options exercised during the
fiscal year ended March 31, 1999 and remaining unexercised at the end of the
fiscal year, is presented for Mr. Jack I. Salzberg.

Name Shares Acquired on Value Number of Unexercised Value of Unexercised
Exercise (#) Realized ($) Options at FY-End (#) In-the-Money
Options at FY-End ($)

Exercisable/ Exercisable/
Unexercisable Unexercisable
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Jack I. Salzberg 400,000 200,000 450,000/-0- 225,000/-0-
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
</TABLE>

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EMPLOYMENT AGREEMENT

In April, 1999, the Company entered into a three year employment
agreement with Jeffrey A. Stern pursuant to which Mr. Stern will serve as
President and Chief Executive Officer of the Company. Mr. Stern will receive an
initial salary of $225,000 per annum. Additionally, Mr. Stern will be subject to
a bonus arrangement on the following basis: Using fiscal year 1999 final profit
before interest and taxes (ebt) of the JSA Group, the operating subsidiaries of
the Company, any increase thereof (exclusive of the internet business) in the
year 1999 will be subject to a 15% cash bonus. Mr. Stern will be eligible to
receive a similar bonus based on the internet business with fiscal year 2000 as
the base year. However at Mr. Stern's discretion, he will be able to use the
cash bonus to acquire shares of common stock of the Company at a 40% discount
from the prevailing market price. Market price will be arrived at by determining
the average price for the previous 30 days. This escalated bonus and the base
earnings will be calculated for a minimum of three years in accordance with Mr.
Stern's employment contract.

Mr. Stern also received options to purchase an aggregate of
2,000,000 shares subject to the following vesting provisions. 666,666 shares
are subject to vesting at an exercise price of $3.50 per share on first
anniversary from the date of his Employment Agreement, 666,666 shares are
subject to vesting at an exercise price of $4.50 per share on the second
anniversary from the date of his Employment Agreement and 666,667 shares are
subject to vesting at an exercise price of $6.50 per share on the third
anniversary from the date of his Employment Agreement.

<PAGE>

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this Amendment
to be signed on its behalf by the undersigned, thereonto duly authorized.

Dated: July 27, 1999 NUMEX CORPORATION

By: /S/ JEFFREY A. STERN
--------------------
Jeffrey A. Stern
President, Chief Executive Officer