<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington DC 20549
FORM 10-KSB
(Mark One)
/X/ ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended March 31, 1997.
OR
/ / TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _____________ to __________
Commission file number 0-10560.
CTI Group (Holdings) Inc.
----------------------------------------------------
(Exact name of Small Business Issuer in its charter)
DELAWARE 51-0308583
------------------------------- ----------------------
(State or other jurisdiction of (IRS Employer
incorporation of organization) Identification Number)
901 S. Trooper Road, P.O. Box 80360, Valley Forge, PA l9484
----------------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code (610) 666-1700
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act:
Title of each class Name of each exchange on which
Common Stock, Par Value $.01 Per Share registered None
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 No X .
------ ------
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 of this Form 10-KSB. X
------
The Issuer's revenues for its most recent fiscal year were $3,223,290.
The aggregate market value of voting stock held by non-affiliates of the
Issuer as of August 8, 1997 was $973,863.
The number of shares of common stock outstanding as of August 8, 1997 was,
6,390,314.
<PAGE>
NOTE 16--MANAGEMENT'S PLAN FOR CONTINUING OPERATIONS
The Company has a deficiency in working capital of $377,750. At March 31,
1997. In view of these matters, realization of a major portion of the assets
in the accompanying consolidated balance sheet is dependent upon continued
operations of the Company, which in turn is dependent upon the Company's
ability to meet its financing requirements, and the success of its future
operations. Management believes that actions presently being taken to revise
the Company's operating and financial requirements provide the opportunity
for the Company to continue. These actions include selective marketing
efforts, potential expansion of the product line, potential for additional
private placement financing, and negotiating with its current lender for an
increase in the Company's Line of Credit.
<PAGE>
(c) Exhibits
2.1 Agreement and Plan of Merger dated as of December 16, 1996, by and
among CTI Group (Holdings) Inc., CGI Acquisition Corp., Soft-Com Inc. and
John Perri incorporated by reference from Exhibit #2.1 to Form 8-K filed with
the Securities and Exchange Commission on January 16, 1997.
3.1 The Company's Certificate of Incorporation and the By-laws
incorporated by reference from the Proxy Statement filed with the Securities
and Exchange Commission for Special Meeting of Stockholders held on February
19, 1988.
3.2 Amendment to the Company's Certificate of Incorporation for the
increase in the authorized capital of the Company to 10,000,000 shares, $.01
par value incorporated by reference from the Form 10-Q, for the period ended
December 31, 1990, filed with the Securities and Exchange Commission on
February 15, 1991.
10.1 Lease dated September 2, 1992 between Daniel S. Berman and Robert J.
Berman, co-partners, and the Company incorporated by reference from Exhibit
#10.5 to the Form 10-KSB filed with the Securities and Exchange Commission on
June 29, 1993.
10.2 Employment Agreement dated February 1, 1995 between Anthony P. Johns
and the Company incorporated by reference from Exhibit #10.5 to the Form
10-KSB filed with the Securities and Exchange Commission on June 29, 1995.
10.3 Employment Agreement dated February 1, 1995 between Mark H. Daugherty
and the Company incorporated by reference from Exhibit #10.6 to the Form
10-KSB filed with the Securities and Exchange Commission on June 29, 1995.
10.4 Commercial Security Agreement dated June 1, 1995 between PNC Bank,
National Association and the Company incorporated by reference from Exhibit
#10.9 to the Form 10-KSB filed with the Securities and Exchange Commission on
June 29, 1995.
10.5 The Company's Stock Option and Restricted Stock Plan incorporated by
reference from Exhibit #1 to the 1995 Proxy filed with the Securities and
Exchange Commission on October 6, 1995.
10.6 Promissory Note dated September 29, 1995 between PNC Bank, NA and
the Company incorporated by reference from Exhibit #10.10 to the Form 10-KSB
filed with the Securities and Exchange Commission on July 1, 1996.
10.7 Promissory Note dated December 28, 1995 between PNC Bank, NA and the
Company incorporated by reference from Exhibit #10.11 to the Form 10-KSB
filed with the Securities and Exchange Commission on July 1, 1996.
10.8 Commercial Security Agreement dated June 1, 1996 between PNC Bank,
NA and the Company incorporated by reference from Exhibit #10.12 to the Form
10-KSB filed with the Securities and Exchange Commission on July 1, 1996.
10.9 Promissory Note dated June 1, 1996 between PNC Bank, NA and the
Company incorporated by reference from Exhibit #10.13 to the Form 10-KSB
filed with the Securities and Exchange Commission on July 1, 1996.
<PAGE>
10.10 Form of Registration Rights Agreement dated as of January 2, 1997
by and between CTI Group (Holdings) Inc. and each of the holders of the
capital stock of Soft-Com Inc. incorporated by reference from Exhibit #10.1
to Form 8-K filed with the Securities and Exchange Commission on January 16,
1997.
10.11 Employment Agreement dated as of December 13, 1996, by and between
CTI Group (Holdings) Inc. and John Perri incorporated by reference from
Exhibit #10.2 to Form 8-K filed with the Securities and Exchange Commission
on January 16, 1997.
10.12 Copy of Lease Agreement dated April 10, 1992 between Hexagon
Associates and Soft-Com Inc.
10.13 Copy of Installment Note dated May 16, 1995 between First Fidelity
and Soft-Com Inc.
21.1 List of Subsidiaries of CTI Group (Holdings) Inc. as of March 31,
1997.
27.1 Financial Data Schedule.
<PAGE>
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.
/s/ Anthony P. Johns
--------------------
Date: July 1997 Anthony P. Johns,
President & Chief Executive Officer,
Chairman, Board of Directors
<PAGE>
CTI GROUP (HOLDINGS) INC.
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.
<TABLE>
<S> <C>
/s/ Anthony P. Johns
- ---------------------- -----------------------------------
Date Anthony P. Johns,
President & Chief Executive Officer,
Chairman, Board of Directors
/s/ Francis O. Hunnewell
- ---------------------- -----------------------------------
Date Francis O. Hunnewell,
Member, Board of Directors
/s/ Mark H. Daughtery
- ---------------------- -----------------------------------
Date Mark H. Daugherty,
Chief Financial Officer,
Member, Board of Directors
/s/ Rupert D. Armitage
- ---------------------- -----------------------------------
Date Rupert D. Armitage,
Member, Board of Directors
</TABLE>
