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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
/X/ Amendment No. 1 to Annual Report pursuant to section 13 or 15(d) of the
Securities Exchange Act of 1934 for the fiscal year ended April 30, 1995
or
/ / Transition report under section 13 or 15(d) of the Securities Act of 1934
for the transition period from __________________ to ___________________
SPIRE INTERNATIONAL CORP.
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(Exact name of small business issuer in its charter)
UTAH 0-6425 87-0284979
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(State or other (Commission File No.) (IRS Employer
jurisdiction Identification No.)
of incorporation)
311 NORTH STATE STREET
OREM, UTAH 84057
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(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (801) 226-3355
Securities registered pursuant to Section 12(g) of the Act:
NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS WHICH REGISTERED
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Common Stock, $.25 par value....... 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 preceding 12 months (or
for such shorter period that the Issuer was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
(1) Yes X No
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(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 contained in this form, and no disclosure will be
contained, to the best of Issuer'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/
The aggregate market value of voting stock held by non-affiliates computed by
reference to the price at which the stock sold, or the average bid and asked
prices of such stock, as of July 24, 1996 was approximately $4,423,352.
Issuer's revenues for its most recent fiscal year: $13,873,401.
Number of shares outstanding of each of Issuer's classes of common stock as
of the latest practicable date:
OUTSTANDING AT
CLASS JULY 25, 1996
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Common Capital Stock, $.25 par value............... 4,337,373
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for Issuer's 1996 Annual Meeting of
Shareholders to be held on September 10, 1996 are incorporated by reference
in Part III of this Annual Report on Form 10-KSB.
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AMENDMENT NO. 1
1. The Issuer hereby amends Item 5 of its Annual Report on Form 10-KSB
for the period ended April 30, 1996 (the "Original Filing") by deleting such
item and replacing it in its entirety as follows for the purpose of
correcting inadvertent errors in the high and low bid prices for certain
quarters of fiscal year 1996:
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The following table shows the range of bid prices for the
Common Stock in the over-the-counter market for the calendar quarters
indicated, as reported by the National Quotation Bureau. The quotations
represent prices in the over-the-counter market between dealers in
securities, do not include retail markup, markdown or commissions and do
not necessarily represent actual transactions. Prices shown for the
quarter ended April 30, 1996 reflect the consummation of the Share
Exchange, including a one-for-seven reverse split of the shares of Common
Stock issued and outstanding at the effective time of the Share Exchange.
BID PRICES
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QUARTER ENDED HIGH LOW
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April 30, 1996............ $6.00 $1.3125
January 31, 1996.......... .375 .03125
October 30, 1995.......... .125 .03125
July 31, 1995............. .125 .05
April 30, 1995............ $ .125 $ .10
January 31, 1995.......... .15 .125
October 31, 1994.......... .165 .125
July 31, 1994............. .125 .125
As of July 25, 1996, there were approximately 423 holders of
record of Common Stock, which did not include shares of Common Stock
held in securities position listings. The Common Stock is quoted on
the NASD's OTC Bulletin Board service under the symbol SPCC.
The Company did not declare or pay dividends in either of the
two years ending April 30, 1996 and 1995. Payment of dividends will be
within the discretion of the Company's Board of Directors and will
depend, among other factors, on earnings, capital requirements and the
operating and financial condition of the Company. At the present time,
the Company's anticipated capital requirements are such that it intends
to follow a policy of retaining any future earnings in order to finance
the development of its business.
2. The Issuer hereby amends Item 7 of the Original Filing for the
period ended April 30, 1996 by deleting such item and replacing it in its
entirety as follows for the purpose of correcting the inadvertent omission of
page references:
2
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ITEM 7. FINANCIAL STATEMENTS
FINANCIAL STATEMENTS PAGE
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Independent Auditors' Report.............................. 15
Consolidated Financial Statements:
Consolidated Balance Sheets -- April 30, 1996 and 1995.. 16
Consolidated Statements of Income -- Years ended
April 30, 1996 and 1995................................ 17
Consolidated Statements of Stockholders' Equity --
Years ended April 30, 1996 and 1995.................... 18
Consolidated Statements of Cash Flows -- Years ended
April 30, 1996 and 1995................................ 19
Notes to Consolidated Financial Statements.............. 20
3. The Issuer hereby amends Item 13(a) of the Original Filing by
deleting such item and replacing it in its entirety as follows for the
purpose of correcting the inadvertent omission of a page reference:
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
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INCORPORATED FILED
NUMBER DESCRIPTION BY REFERENCE HEREWITH
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<S> <C> <C> <C>
2 Agreement and Plan of Reorganization (1)
dated January 23, 1996, among the
Company, Spire Technologies, Spire
Systems and the Spire Stockholders.
3.1 Articles of Incorporation. (2)
3.2 Articles of Amendment and Share (3)
Exchange.
3.3 Bylaws, as amended on April 18, 1996. (4)
10.1 Exclusive License and Technical (4)
Assistance Agreement dated as of
July 1, 1996 by and between
Australian Software Innovations
(Services) Pty. Ltd and the Company.
10.2 Spire International Corp. Stock (4)
Incentive Plan.
21 Subsidiaries of the Registrant. (4)
27 Financial Data Schedule. (4)
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_______________________
(1) Incorporated by reference to Current Report on Form 8-K
filed with the Securities and Exchange Commission on
February 2, 1996.
(2) Incorporated by reference to the exhibits to Registration
Statement No. 2-39659 on Form S-3 filed with the Securities
and Exchange Commission in March 1971.
3
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(3) Incorporated by reference to Current Report on Form 8-K filed
with the Securities and Exchange Commission on May 2, 1996, as
amended by Form 8-K/A filed with the Securities and Exchange
Commission on July 29, 1996.
(4) Filed herewith and attached to this Form 10-KSB following
page 28 hereof.
4. The Issuer hereby amends the Original Filing to correct the
inadvertant omission of Exhibit 27 by including such Exhibit as set forth on
pages 5 and 6 of this Form 10-KSB/A.
SIGNATURES
Pursuant to the requirements of Rule 12b-15 promulgated under the
Securities Exchange Act of 1934, the Issuer has duly caused this Amendment
No. 1 to Annual Report on Form 10-KSB/A to be signed on its behalf by the
undersigned, thereunto duly authorized, on July 30, 1996.
SPIRE INTERNATIONAL CORP.
By: /s/ Robert K. Bench
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Robert K. Bench, President
4
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<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS FOR THE ISSUER FOR THE PERIODS ENDED AND AS AT
APRIL 30, 1996 AND 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> APR-30-1996
<PERIOD-START> MAY-01-1995
<PERIOD-END> APR-30-1996
<CASH> 1,552,806
<SECURITIES> 0
<RECEIVABLES> 2,176,642
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 3,779,977
<PP&E> 824,031
<DEPRECIATION> (256,183)
<TOTAL-ASSETS> 4,544,825
<CURRENT-LIABILITIES> 2,836,645
<BONDS> 0
0
0
<COMMON> 972,832
<OTHER-SE> 508,075
<TOTAL-LIABILITY-AND-EQUITY> 4,544,825
<SALES> 13,873,401
<TOTAL-REVENUES> 13,873,401
<CGS> 8,452,043
<TOTAL-COSTS> 4,873,430
<OTHER-EXPENSES> 11,628
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 31,831
<INCOME-PRETAX> 536,300
<INCOME-TAX> 196,745
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 339,555
<EPS-PRIMARY> 0.08
<EPS-DILUTED> 0.08
</TABLE>
