<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(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
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission file number 0-6664
K-TEL INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Minnesota 41-0946588
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization) 55447-4736
2605 Fernbrook Lane North, (Zip Code)
Minneapolis, Minnesota
(Address of principal executive offices)
Registrant's telephone number, including area code: (612) 559-6800
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 $0.01
(Title of class)
Indicate by check mark 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 reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes /X/ No / /
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not 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-K or any
amendment to this Form 10-K. [ ]
As of September 20, 2000, the aggregate market value of voting stock
held by non-affiliates of the registrant based on the last sales price as
reported by the Nasdaq Stock Market on such date was $8,012,000.
As of September 20, 2000, the registrant had 10,320,405 shares of
Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None.
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ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT SECURITY
OWNERSHIP OF MANAGEMENT AND OTHERS
The following table contains certain information as of September 20,
2000, regarding the beneficial ownership of the Common Stock by (i) each person
known to K-tel to own beneficially five percent or more of the Common Stock,
(ii) each director of K-tel, (iii) each executive officer of K-tel and (iv) the
directors and executive officers as a group. Any shares which are subject to an
option or a warrant exercisable within 60 days are reflected in the following
table and are deemed to be outstanding for the purpose of computing the
percentage of Common Stock owned by the option or warrant holder but are not
deemed to be outstanding for the purpose of computing the percentage of Common
Stock owned by any other person. Unless otherwise indicated, each person in the
table has sole voting and investment power as to the shares shown. Unless
otherwise indicated, the address for each listed shareholder is c/o K-tel
International, Inc., 2605 Fernbrook Lane North, Minneapolis, Minnesota
55447-4736.
<TABLE>
<CAPTION>
AMOUNT AND NATURE PERCENTAGE OF
OF BENEFICIAL OUTSTANDING
OWNERSHIP(1) STOCK
--------------------- -------------------
<S> <C> <C>
Philip Kives ............................................. 5,898,233 (2) 48.0%
220 Saulteaux Crescent
Winnipeg, Manitoba R32 3W3
Canada
Lawrence Kieves........................................... 128,334 (3) *
Dennis Ward............................................... 105,000 (4) *
Jeffrey Koblick........................................... 91,366 (5) *
Ken P. Onstad............................................. 15,000 (6) *
Herbert Davis............................................. 10,000 (7) *
David Wolinsky............................................ 10,000 (7) *
Jay William Smalley....................................... 10,000 (7) *
A. Merrill Ayers.......................................... --- *
All directors and officers as a group..................... 6,267,933 (8) 51.0%
(9 persons)
----------------------
</TABLE>
------------
* Indicates ownership of less than 1% of the outstanding shares of Common
Stock.
(1) The securities "beneficially owned" by a person are determined in
accordance with the definition of "beneficial ownership" set forth in the
regulations of the Securities and Exchange Commission (the "Commission")
and accordingly, may include securities owned by or for, among others, the
spouse, children or certain other relatives of such person as well as other
securities as to which the person has or shares voting or investment power
or has the right to acquire within 60 days. The same shares may be
beneficially owned by more than one person.
(2) Includes 4,466,291 shares owned directly and 1,431,942 shares purchasable
pursuant to options.
(3) Consists of 128,334 shares purchasable pursuant to options.
(4) Consists of 105,000 shares purchasable pursuant to options.
(5) Includes 27,200 shares owned directly and 64,166 shares purchasable
pursuant to options.
(6) Consists of 15,000 shares purchasable pursuant to options.
(7) Consists of 10,000 shares purchasable pursuant to options.
(8) Includes an aggregate of 4,493,491 shares owned directly and 1,774,442
shares purchasable pursuant to options.
2
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Company has duly caused this report to be signed on its behalf
on October 18, 2000, by the undersigned, thereunto duly authorized.
K-TEL INTERNATIONAL, INC.
By /s/ Philip Kives
------------------------------------
(Philip Kives - Chairman of the Board
and Chief Executive Officer)
Pursuant to the requirements of the Securities and Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<S> <C> <C>
/s/ Philip Kives Chairman, Chief Executive Officer October 18, 2000
------------------------ (Principal Executive Officer) and Director
Philip Kives
/s/ Ken P. Onstad President and Director October 18, 2000
------------------------
Ken P. Onstad
/s/ A. Merrill Ayers Vice President-Finance October 18, 2000
------------------------ Chief Financial Officer and Treasurer
A. Merrill Ayers (Principal Accounting Officer)
/s/ Herbert Davis Director October 18, 2000
------------------------
Herbert Davis
/s/ Jay William Smalley Director October 18, 2000
------------------------
Jay William Smalley
/s/ David Wolinsky Director October 18, 2000
------------------------
David Wolinsky
/s/ Dennis Ward Director October 18, 2000
------------------------
Dennis Ward
/s/ Lawrence Kieves Director October 18, 2000
------------------------
Lawrence Kieves
</TABLE>
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