U.S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-QSB
AMENDMENT No. 1
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1999
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For the transition period from _________________ to __________________
COMMISSION FILE NO. 0-10519
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BGI, INCORPORATED
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OKLAHOMA 73-1092118
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(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER I.D. NO.)
INCORPORATION OR ORGANIZATION)
13581 Pond Springs Rd. Suite 105
Austin, Texas 78729
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
ISSUER'S TELEPHONE NUMBER: (512) 335-0065
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Indicate by 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.
(1) Yes X No (2) Yes X No
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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-QSB
or any amendment to this Form 10-QSB. [ ]
There were 8,862,742 shares of common stock, $.001 par value, outstanding as of
September 30, 1999.
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PART II-OTHER INFORMATION
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ITEM 1. LEGAL PROCEEDINGS.
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In 1998, the Mississippi Gaming Commission rendered a decision to reject an
appraisal on the fair market value of rents charged at the Tupelo bingo
facility. A permanent injunction was obtained in Hinds County Chancery Court
(98-CA-01198-SCT) requiring the Gaming Commission to renew the Company's license
to operate as a lessor. The Commission was ordered to accept the two appraisals
already submitted and received a contempt of court citation. The Commission
issued a license renewal for the Iuka location and appealed the injunction on
the license renewal for the Tupelo location. The Court of Appeals of the State
of Mississippi ruled in favor of the Mississippi Gaming Commission, but prior to
this, the Mississippi Supreme Court had ruled in favor of Tupelo Industries.
Tupelo Industries has filed a motion for a rehearing on the Court of Appeals
ruling. In addition, the Commission declined to renew a third facility license
for the Meridian location, but the facility has continued to operate pending the
results of a hearing whose date has yet to be determined. Finally, the
Commission has denied a renewal application for the charitable lessee of the
Iuka facility. One year passed without a hearing and a new renewal application
was required. The charitable organization was granted a 90 day license.
Legislation (HB977) passed in the most recent session of the Mississippi
Legislature eliminated the licensing requirement for commercial lessors;
thereby, making the dispute over the licensing of the Meridian facility a moot
point.
ITEM 2. CHANGES IN SECURITIES.
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None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
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None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
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On September 29, 1999, the annual meeting was held and the following matters
were submitted to a vote and approved by the shareholders of the Company:
The following directors were reelected Rick Redmond, Reid Funderburk, George
Majewski, R. E. Wilkins, and Robert Hughes.
Votes were cast as follows:
Rick Redmond
4,673,440 For 5,500 Against 98 Abstentions 0 Broker non-votes
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Reid Funderburk
4,673,940 For 5,000 Against 98 Abstentions 0 Broker non-votes
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George Majewski
4,673,940 For 5,500 Against 98 Abstentions 0 Broker non-votes
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R.E. Wilkins
4,673,426 For 5,500 Against 112 Abstentions 0 Broker non-votes
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Robert Hughes
4,673,440 For 5,500 Against 98 Abstentions 0 Broker non-votes
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Change of corporate name to BGI, Incorporated with the votes cast as follows:
4,673,514 For 5,524 Against 0 Abstentions 0 Broker non-votes
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Approval of employee incentive stock option plan with the votes cast as follows:
4,606,042For 72,828 Against 168 Abstentions 0 Broker non-votes
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Authorization of 10,000,000 shares of preferred stock
4,608,042 For 70,628 Against 368 Abstentions 0 Broker non-votes
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ITEM 5. OTHER INFORMATION.
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The Company is currently evaluating its computer systems to determine whether
modifications and expenditures will be necessary to make its systems and those
of its vendors compliant with year 2000 requirements. These requirements have
arisen due to the widespread use of computer programs that rely on two-digit
date codes to perform computations or decision-making functions. Many of these
programs may fail as a result of their inability to properly interpret date
codes beginning January 1, 2000. For example, such programs may interpret "00"
as the year 1900 rather than 2000. In addition, some equipment, being controlled
by microprocessor chips, may not deal appropriately with the year "00". The
Company believes it will timely meet its year 2000 compliance requirements and
does not anticipate that the cost of compliance will have a material adverse
effect on its business, financial condition, or results of operations. However,
there can be no assurance that all necessary modifications will be identified
and corrected or that unforseen difficulties or costs will not arise. In
addition, there can be no assurance that the systems of other companies on which
the Company's systems rely will be modified on a timely basis, or that the
failure by another company to properly modify its systems will not negatively
impact the Company's systems or operations.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
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None
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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.
BGI, INC.
Date: 11/16/99 By /s/ Reid Funderburk
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Reid Funderburk, CEO
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
this Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:
Reid Funderburk, Chairman, C.E.O. & Director
Date: 11/16/99
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By /s/ Reid Funderburk
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George Majewski, Director, President
Date: 11/16/99
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By /s/ George Majewski
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Rhonda McClellan, Chief Financial Officer
Date: 11/16/99
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By /s/ Rhonda McClellan
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R. E. Wilkin, Director
Date: 11/16/99
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By /s/ R. E. Wilkin
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Robert H. Hughes, Director
Date: 11/16/99
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By /s/ Robert H. Hughes
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Rick Redmond, Director
Date: 11/16/99
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By /s/ Rick Redmond
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