<PAGE> 1
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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 (NO FEE REQUIRED)
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (NO FEE REQUIRED)
COMMISSION FILE NO. 0-8358
MICRO GENERAL CORPORATION
(Exact name of registrant as specified in its charter)
---------------
<TABLE>
<S> <C> <C>
DELAWARE 95-2621545
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
2510 REDHILL, SUITE 200 92705 (949) 622-4444
SANTA ANA, CALIFORNIA (ZIP CODE) (REGISTRANT'S TELEPHONE NUMBER,
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) INCLUDING AREA CODE)
</TABLE>
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SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NONE.
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
Common Stock, $.05 par value NASDAQ National Market System
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K/A, or any amendment to
this Form 10-K/A. [ ]
As of April 14 , 2000, 13,005,237 shares of Common Stock ($.05 par value)
were outstanding, and the aggregate market value of the shares of the Common
Stock held by non-affiliates of the registrant was $40,647,632. The aggregate
market value was computed with reference to the closing price on such date.
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<PAGE> 2
PART III
ITEM 10. DIRECTORS AND THE EXECUTIVE OFFICERS OF THE REGISTRANT
The names of the director nominees, all directors, and all executive officers,
and certain information about them, are set forth below:
<TABLE>
<CAPTION>
DIRECTOR
NAME AGE PRINCIPAL OCCUPATION SINCE
- ---- --- -------------------- --------
<S> <C> <C> <C>
William P. Foley, II 55 Co-Chairman of the Board 1994
Patrick F. Stone 52 Co-Chairman of the Board 1998
John Snedegar 50 Chief Executive Officer, 1998
President and Director
Dwayne Walker 38 Director 1999
Bradley Inman 47 Director 2000
John McGraw 38 Director 2000
Richard H. Pickup 64 Director 1996
Carl A. Strunk 62 Director 1994
Jeff Sanderson 42 Executive Vice President -- ACS Division N/A
Product Development
Andrew F. Puzder 49 Executive Vice President, Legal N/A
Dale Christensen 47 Executive Vice President and Chief N/A
Financial Officer
Joseph E. Root 55 Senior Vice President, General Counsel N/A
M'Liss Jones Kane 47 Vice President and Corporate Secretary N/A
</TABLE>
WILLIAM P. FOLEY, II
Mr. Foley has been Co-Chairman of the Board since March 28, 2000. He has
been a director of the Company since June 1994. Mr. Foley was the Chairman of
the Board of the Company from June 1994 until April 9, 1999. Mr. Foley is
Chairman of the Board and Chief Executive Officer of Fidelity National
Financial, Inc. and has been since its formation in 1984. Mr. Foley is also
currently serving as Chairman of the Board and Chief Executive Officer of CKE
Restaurants, Inc., as Chairman of the Board of Rally's Hamburgers, Inc.,
Checkers Drive-In Restaurants, Inc., Santa Barbara Restaurant Group, Inc. and
American National Financial, Inc. Additionally, he is a member of the Board of
Directors of Miravant Medical Technologies, Inc. and Fresh Foods, Inc.
PATRICK F. STONE
Mr. Stone has been a director of the Company since 1998. Mr. Stone became
Chairman of the Board on April 9, 1999, and Co-Chairman of the Board on March
28, 2000. Mr. Stone is Chief Operating Officer of Fidelity National Financial,
Inc. and has been since March 1997. From May 1995 through March 1997 he was an
Executive Vice President of Fidelity National Financial, Inc. He is also
President of Fidelity National Title Insurance Company and the four other
underwriters of Fidelity National Financial, Inc. From February 1989 to May 1995
he was President of Fidelity National Title Company of Oregon.
JOHN SNEDEGAR
Mr. Snedegar has been a director of the Company since August, 1998. Mr.
Snedegar became Chief Executive Officer and President of the Company on April 9,
1999. Mr. Snedegar was the President of United Digital Network, Inc. from 1992
until April 1, 1999. Prior to his involvement with United Digital Network, Inc.,
Mr. Snedegar was the President and Chief Executive Officer of AmeriTel
Management, Inc. Mr. Snedegar also serves as President of Kendall Venture
Funding, Ltd., a reporting company in Alberta, Canada. Mr. Snedegar is also
currently a director of StarBase Corporation and Star Telecommunications, Inc.
2
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DWAYNE M. WALKER
Mr. Walker is currently the President and CEO of ShopNow.com, Inc. and has
been since March 1996. Prior to that he served as Chairman of the Board of
ShopNow.com, Inc. During 1995 and 1996, Mr. Walker was also Chairman of US
Connect which was acquired by IKON Office Systems. Mr. Walker is also an
investor and advisor to NETDelivery, Inc. and other technology service
companies. In 1989, Mr. Walker began his seven year tenure with Microsoft
Corporation where he held several positions including, General Manager of Sales
and Marketing, Director of Windows NT and Networking Products, Director of SQL
Server and Network Products, and other senior management positions. Mr. Walker
was recruited by Microsoft Corporation to spearhead the launching of the first
two versions of SQL Server and Windows NT. In addition, Mr. Walker designed and
led the worldwide deployment of the Microsoft Solutions Channel program.
JOHN MCGRAW
Mr. McGraw is the Co-Founder of HatcheryWorks and Internet Incubator.
HatcheryWorks was founded in December 1999 and has successfully launched over
eight companies in the financial services arena. Prior to HatcheryWorks, McGraw
served as President of Portola Dimensional Systems, a company that pioneered the
use of 3D technology in business intelligence. Mr. McGraw got his start in
technology when he Co-Founded InsWeb.com, the first mover in the insurance on
the internet space. Prior to InsWeb, Mr. McGraw founded Pacific Specialty
Insurance Company, Western Service Contract Corporation, Pacific Loan
Administrators and McGraw Commercial Insurance Services.
BRADLEY INMAN
Mr. Inman is the founder and Chief Executive Officer of HomeGain.com, the
internet's first complete home selling resource center. He also has a news
service called Inman News Features which delivers real estate stories to more
than 3,000 newspapers and Web sites.
RICHARD H. PICKUP
Mr. Pickup was elected to the board in December 1996. Mr. Pickup is
currently a Senior Vice President of the New York Stock Exchange Member Firm of
Wedbush Morgan Securities. For the past 36 years, he has been involved with
major ownership of numerous public companies.
CARL A. STRUNK
Mr. Strunk has been a director of the Company since June 1994. Mr. Strunk
is Executive Vice President and Chief Financial Officer of CKE Restaurants, Inc.
and has been since February 1997. Additionally, Mr. Strunk is Executive Vice
President and Chief Financial Officer of American National Financial, Inc. Mr.
Strunk began with Fidelity National Title Insurance Company in February 1992 as
an Executive Vice President. He was elected an Executive Vice President and
Chief Financial Officer of Fidelity National Financial, Inc. in March 1992 and
served in this capacity until September 15, 1997. In September, 1997 he became
Executive Vice President - Finance of Fidelity National Financial, Inc. until
March 1998. Prior to his employment with Fidelity National Financial, Inc., Mr.
Strunk was President of Land Resources Corporation from 1986 to 1991. Mr. Strunk
is a certified public accountant. Mr. Strunk is also currently a director of
American National Financial, Inc.
ANDREW F. PUZDER
Mr. Puzder is Executive Vice President, Legal of the Company and has been
since March, 2000, and has served in various capacitites including Executive
Vice President and General Counsel since 1995. He has been Executive Vice
President, General Counsel and Secretary of CKE Restaurants, Inc. since February
1997. Mr. Puzder also serves as Chief Executive Officer of SBRG, where he has
been since August 1997. From March 1994 to December 1994, he was a partner with
the law firm of Stradling , Yocca, Carlson & Rauth. Prior to that, he was a
partner with the law firm of Lewis, D'Amato, Brisbois & Bisgard, from September
1991 through March 1994, and he was a partner of the Stolar Partnership from
February 1984 through September 1991. Mr. Puzder is a member of the Board of
Directors of SBRG, Pierre Foods, Aspeon, Inc. and Checkers.
3
<PAGE> 4
JEFF SANDERSON
Mr. Sanderson, Executive Vice President of the Company, was one of the
original founders of ACS Systems, Inc. in 1985. In May 1998, ACS Systems, Inc.
was merged into the Company. Prior to this position, Mr. Sanderson served as
President, System Development Division, of ACS Systems, Inc. since 1994. Prior
to forming ACS Systems, Inc., Mr. Sanderson was a Senior Systems Programmer for
Pacific Bell from June 1980 until November 1990.
JOSEPH E. ROOT
Mr. Root is Senior Vice President, General Counsel of the Company and has
been since April 12, 2000. Mr. Root was General Counsel of Marquip, Inc. from
1994 to April of 2000.
DALE CHRISTENSEN
Mr. Christensen is the Executive Vice President and Chief Financial Officer
of the Company and has been since June 14, 1999. Mr. Christensen was Chief
Financial Officer and Controller of Teltrust, Inc. from February 1999 to June
1999. He was Chief Operating Officer and Chief Financial Officer of United
Digital Network, Inc. from June 1992 through February 1999.
M'LISS JONES KANE
Ms. Kane became Secretary of the Company on June 3, 1998. Ms. Kane joined
Fidelity National Financial, Inc. in March 1995 as a Senior Vice President and
Corporate Counsel of the Fidelity National Financial, Inc. and became Corporate
Secretary in April 1995 serving in these capacities until September 15, 1997.
From September 15, 1997 to March 17, 1999 she was Senior Vice President, General
Counsel and Corporate Secretary of Fidelity National Financial, Inc. Prior to
that she was with the ICN Pharmaceuticals, Inc. group of companies from March
1990 as Vice President, General Counsel and Secretary of ICN Biomedicals, Inc.
and subsequently became Vice President, General Counsel and Secretary of SPI
Pharmaceuticals, Inc.
COMPLIANCE WITH SECTION 16(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Rules adopted by the Securities and Exchange Commission ("SEC") under
Section 16(a) of the Exchange Act require the Company's officers and directors,
and persons who own more than 10% of the issued and outstanding shares of the
Company's common stock, to file reports of their ownership, and changes in
ownership, of such securities with the SEC on SEC Forms 3, 4 or 5, as
appropriate. Officers, directors and greater-than-ten-percent stockholders are
required by the SEC's regulations to furnish the Company with copies of all
forms they file pursuant to Section 16(a).
Based solely upon a review of Forms 3, 4 and 5 and amendments thereto
furnished to the Company during its most recent fiscal year end, and any written
representations provided to it, the Company is advised that all filings were
timely and correctly made.
ITEM 11. EXECUTIVE COMPENSATION
The following Summary Compensation Table shows compensation paid by the
Company for services rendered during fiscal years 1999, 1998 and 1997 for the
Company's Chief Executive Officer and the only executive officer in 1999 whose
compensation exceeded $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
------------
OTHER
ANNUAL AWARDS- ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) COMPENSATION OPTIONS # COMPENSATION($)
- --------------------------- ---- --------- -------- ------------ --------- ---------------
<S> <C> <C> <C> <C> <C> <C>
John Snedegar 1999 $177,073 $150,000 -- 550,000 --
Director, President and 1998 -- -- -- 200,000 --
Chief Executive Officer 1997 N/A N/A -- -- --
Jeff Sanderson 1999 177,375 35,000 6,000 72,500 --
Executive Vice President 1998 -- -- -- 200,000 --
1997 N/A N/A -- -- --
</TABLE>
4
<PAGE> 5
OPTION GRANTS
The following table provides information as to options to purchase common
stock granted to the named individuals during 1999 pursuant to the Company's
Stock Option Plan. The Company does not currently grant stock appreciation
rights to officers or directors.
<TABLE>
<CAPTION>
PERCENT OF TOTAL
NUMBER OF OPTIONS
SECURITIES GRANTED TO MARKET
UNDERLYING EMPLOYEES PRICE AT EXERCISE OR
OPTIONS IN DATE BASE PRICE EXPIRATION
NAME GRANTED(#) FISCAL YEAR OF GRANT ($/SHARE) DATE 5%($) 10%($)
- ---- ---------- ---------------- -------- ----------- ---------- -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
John Snedegar 250,000 22.4% $3.63 $3.63 04/07/09 $570,721 $1,446,321
150,000 3.00 3.00 08/22/09 283,002 717,184
150,000 4.875 4.875 11/16/09 459,879 1,165,424
37,500 3.63 3.63 04/07/09 85,608 216,948
Jeff Sanderson 35,000 1.3% 4.875 4.875 11/16/09 107,305 271,932
</TABLE>
OPTION EXERCISES AND FISCAL YEAR-END VALUES
The following table summarizes information regarding exercises of stock
options by the named individuals during 1999 and unexercised options held by
them as of December 31, 1999. The Company did not reprice any existing options
during the last completed fiscal year.
AGGREGATED STOCK OPTION EXERCISES
IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF VALUE OF
UNEXERCISED UNEXERCISED
OPTIONS AT IN-THE-MONEY
FY-END OPTIONS AT FY-END
SHARES ACQUIRED VALUE REALIZED (#)EXERCISABLE ($)EXERCISABLE
NAME EXERCISE(#) ($) UNEXERCISABLE UNEXERCISABLE
- ---- --------------- -------------- -------------- --------------------
<S> <C> <C> <C> <C>
John Snedegar 0 0 650,000/100,000 $8,386,250/1,187,500
Jeff Sanderson 0 0 58,677/73,333 699,725/271,932
</TABLE>
DIRECTOR COMPENSATION
Directors who are not employees of the Company receive $1,500 per Board of
Directors meeting attended plus reimbursement of reasonable expenses. Directors
who are employees of the Company do not receive any compensation for acting as
directors, except for reimbursement of reasonable expenses, if any, for Board
meeting attendance.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1999 Messrs. Pickup and Strunk served as members of the Compensation
Committee. The Compensation Committee is currently composed of two independent
directors. No member of the Compensation Committee is a former or current
officer or employee of the Company or any of its subsidiaries, and there are no
interlocking directorships.
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The following report of the Compensation Committee to the Board of
Directors shall not be deemed to be incorporated by reference into any previous
filing by the Company under either the Securities Act of 1933 ("Securities Act")
or the Securities Exchange Act of 1934 ("Exchange Act") that incorporates future
Securities Act or Exchange Act filings in whole or in part by reference.
5
<PAGE> 6
To the Board of Directors:
GENERAL
The Compensation Committee of the Board of Directors is responsible for
establishing and administering the policies that govern executive compensation
and benefit practices. The Compensation Committee evaluates the performance of
the executive officers and determines their compensation levels, in terms of
salary, annual bonus and related benefits, all subject to Board approval. The
Compensation Committee has access to independent compensation data for use in
assessing levels of compensation for officers of the Company.
COMPENSATION PHILOSOPHY
The Company's executive compensation programs are designed to (i) provide
levels of compensation that integrate pay and incentive plans with the Company's
strategic goals, so as to align the interests of executive management with the
long-term interests of the stockholders; (ii) motivate Company executives to
achieve the strategic business goals of the Company and to recognize their
individual contributions;
Therefore, the Compensation Committee believes that the components of
executive compensation should include base salary, annual cash bonus, stock
option grants and other benefits and should be linked to individual and Company
performance.
BASE SALARY
The Company is in a growth mode and executives are being recruited based on
their expertise. Salary and bonuses are determined based on experience, job
responsibility and industry salary standards.
STOCK OPTION GRANTS
As indicated above, an important element of the Company's compensation
philosophy is the desire to align the interests of the executive officers with
the long-term interests of the Company's stockholders. In order to meet this
desire, the Board of Directors and stockholders had previously approved the
adoption of the Company's 1998 Stock Option Plan, pursuant to which the Company
may grant stock options to certain key employees and non-employee directors or
officers. The purpose of all the stock option plans is to attract, retain and
award executive officers and directors and to furnish incentives to these
persons to improve operations, increase profits and positively impact the
Company's long-term performance. Consistent with these objectives, the
Compensation Committee granted options in 2000 for their performance in 1999 to
executive officers as follows under the 1998 Plan: Mr. Snedegar, options to
purchase 100,000 shares.
Corporate Deduction for Compensation. Section 162(m) of the Internal
Revenue Code generally limits to $1.0 million the corporate deduction for
compensation paid to certain executive officers, unless certain requirements are
met. At this time, the Company deduction for officer compensation is not limited
by the provisions of Section 162(m). The Committee intends to monitor
regulations issued pursuant to Section 162(m) and to take such actions with
respect to the executive compensation program as are reasonably necessary to
preserve the corporate tax deduction for executive compensation paid.
April 14, 2000 Compensation Committee
Richard H. Pickup
Carl A. Strunk
6
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PERFORMANCE GRAPH
Pursuant to recent SEC regulations, listed below is the performance of the
cumulative total return to shareholders (stock price appreciation) during the
previous 5 years in comparison to returns on the NASDAQ Stock Market index and
NASDAQ Computer Manufacturers Stock index.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG MICRO GENERAL CORPORATION, NASDAQ
COMPUTER MANUFACTURERS STOCK
<TABLE>
<CAPTION>
DEC 94 DEC 95 DEC 96 DEC 97 DEC 98 Dec 99
------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Micro General Corp 100.00 70.59 82.35 64.71 200.00 767.67
Nasdaq US 100.00 141.33 173.89 213.07 300.25 542.43
Nasdaq Computer Manufacturing 100.00 157.45 211.09 255.35 553.26 1163.21
</TABLE>
ASSUMES $100 INVESTED ON JANUARY 1, 1995
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING DECEMBER 31, 1999
BOARD MEETINGS AND COMMITTEES
The Board of Directors held a total of three formal meetings during the
year ended December 31, 1999. No director attended fewer than 100% of the
aggregate of all meetings of the Board of Directors or any committee in 1999.
The Board presently has an Audit Committee and a Compensation Committee,
but does not have a Nominating Committee. The Audit Committee, which consists of
Messrs. Foley, Pickup and Strunk, did not meet during 1999. The Audit Committee
was created to meet independently with the internal audit staff, representatives
of the Company's independent auditors and representatives of senior management.
The Audit Committee reviews the general scope of the Company's annual audit, the
fee charged by the independent auditors and other matters relating to internal
control systems. In addition, the Audit Committee is responsible for reviewing
and monitoring the performance of non-audit services by the Company's auditors.
The Committee is also responsible for recommending the engagement or discharge
of the Company's independent auditors.
The Compensation Committee currently consists of Messrs. Pickup and Strunk.
The Compensation Committee, either alone or in conjunction with other Board
committees, reviews and reports to the Board the salary, fee and benefit
programs designed for senior management, officers and directors with a view to
ensure that the Company is attracting and retaining highly-qualified individuals
through competitive salary, fee and benefit programs and encouraging continued
extraordinary effort through incentive rewards. The Compensation Committee did
not meet during 1999.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of April 12, 2000, the following table sets forth the beneficial
ownership of the Common Stock of the Company by each director who owns shares,
by the director nominees, all executive officers named in the Summary
Compensation Table, all directors and executive officers as a group and by all
persons known by the Company to be the beneficial owners of more than 5% of the
Company's Common Stock. The information as to beneficial stock ownership is
based on data furnished by the persons concerning whom such information is
given.
<TABLE>
<CAPTION>
NAME AND ADDRESS NUMBER OF SHARES PERCENT OF TOTAL
- ---------------- ---------------- ----------------
<S> <C> <C>
Fidelity National Financial, Inc.
17911 Von Karman Ave., #300
Irvine, CA 92614 9,478,364(1) 68.7%
William P. Foley, II
3916 State Street., #300
Santa Barbara, CA 93105 617,334(2) 4.5%
</TABLE>
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<TABLE>
<S> <C> <C>
Patrick F. Stone
3938 State Street, 2nd Floor
Santa Barbara, CA 93105 455,794(3) 3.4%
John Snedegar
2510 Redhill Avenue
Santa Ana, CA 92705 1,005,803(4) 7.3%
Dwayne Walker
c/o ShopNow.com
411 1st Street, Suite 200
Seattle, WA 98104 8,334(5) *
Richard H. Pickup
c/o Wedbush Morgan Securities, Inc.
500 Newport Center Drive, Suite 550
Newport Beach, CA 92660 1,301,197(6) 10%
Carl A. Strunk
17911 Von Karman Ave., Suite 300
Irvine, CA 92614 6,667(7) *
Bradley Inman
c/o HomeGain, Inc.
1250 45th Street, Suite 200
Emeryville, CA 94608 0 *
John McGraw
c/o Hatchery Works
1001 Bayhill Drive, 2nd Floor
San Bruno, CA 94066 0 *
All directors and executive officers as a group
(11 persons) 3,408,459 25.3%
</TABLE>
- ----------
* Represents less than 1%.
(1) Represents 8,689,364 shares held of record by Fidelity National Financial,
Inc. and 12,500 warrants to purchase 12,500 shares of Common Stock of Micro
General Corporation at $1.50, 250,000 warrants to purchase 250,000 shares of
Common Stock of Micro General Corporation at $10.00 per share and a
convertible note convertible into 526,500 shares of Common Stock of Micro
General Corporation.
(2) Includes the right to acquire shares pursuant to presently exercisable
options under the 1991, 1995 and 1998 Stock Option Plans as follow: 200,000
shares at $4.81, 200,000 shares at $3.63 and 100,000 shares at $3.00 under
the 1998 Stock Option Plan and 33,334 shares at $4.87 and 100,000 shares at
$15.25 under the 1999 Stock Option Plan.
(3) Represents the right to acquire shares pursuant to presently exercisable
options under the 1999 and 1998 Stock Option Plans as follows: 200,000
shares at $4.81, 200,000 shares at $3.63 and 22,460 shares at $3.00 under
the 1998 Stock Option Plan and 33,334 shares under the 1999 Stock Option
Plan.
8
<PAGE> 9
(4) Represents warrants to purchase 100,000 shares of Common Stock of Micro
General Corporation at $1.00 per share, and the right to acquire shares
pursuant to presently exercisable options under the 1999 and 1998 Stock
Option Plans as follows: 200,000 shares at $4.75, 250,000 shares at $3.63
and 72,470 shares at $3.00 under the 1998 Stock Option Plan and 150,000
shares at $4.875 and 100,000 at $15.25 under the 1999 Stock Option Plan.
(5) Represents the right to acquire 8,334 shares at $4.875 under the 1999 Stock
Option Plan.
(6) Represents 149,900 shares held of record by Mr. Pickup's Trust. Includes
the right to acquire 50,002 shares pursuant to presently exercisable options
under the 1995 and 1998 Stock Option Plans. Additionally, 5,000 shares held
of record by Dito Devcar Corporation, and 200,000 shares are held by Dito
Carree LLP, entities which Mr. Pickup is affiliated with. Includes 225,000
warrants which are convertible into shares of the Company's common stock at
$1.50.
(7) Represents the right to acquire 6,667 shares pursuant to presently
exercisable options under the 1999 Stock Option Plan.
(8) This number includes 1,889,934 currently exercisable stock options for all
directors and executive officers of the Company.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company and FNFI completed the merger of Micro General Corporation with
ACS Systems, Inc., a wholly-owned subsidiary of FNFI on May 14, 1998. As a
result of he merger, all of the outstanding shares of ACS were exchanged for 4.6
million shares of Micro General Corporation common stock. The transaction was
valued at $1.3 million. Following the merger of Micro General Corporation and
ACS, FNFI owned approximately 81.4% of the common stock of the Company on an
undiluted basis. The transaction has been treated as a reverse merger, i.e.,
Micro General Corporation has been acquired by Fidelity National Financial, Inc.
as a majority-owned subsidiary through a merger with and into ACS Systems, Inc.,
with Micro General Corporation as the surviving entity. As of December 31, 1999,
FNFI owned 69.3% of the outstanding common stock of the Company.
On November 17, 1998, the Company completed the acquisition of
LDExchange.com, Inc. ("LDExchange"), an emerging multinational carrier focused
primarily on the international long distance market. LDExchange is a
facilities-based, wholesale long distance carrier providing low cost
international telecommunications services primarily to U.S. based long distance
carriers. The range of services offered by LDExchange complements the domestic
long distance services offered by ACS. The LDExchange purchase price was $3.1
million, payable $1.1 million in cash and $2.0 million in Micro General
restricted common stock (1,000,000 shares).
On October 1, 1999, Micro General entered into an Intellectual Property
Transfer Agreement that provided the financing to launch escrow.com as a new
company. Under the agreement, the Company sold the escrow.com name and
trademark, the escrow.com internet URL, a license for the Micro General
proprietary escrow trust accounting software, the Company's computer services
provider business unit and approximately $535,000 of related computer equipment.
Under the terms of the Intellectual Property Transfer Agreement, the Company
received from escrow.com a $4.5 million note with a term of seven years and an
accrued interest rate of three percent. The Company also received a warrant
giving the Company the right to purchase 15.0 million shares of escrow.com
common stock at a price of $0.40 per share.
Certain officers and directors of the Company are also officers and
directors of escrow.com, Inc. They include John Snedegar -- Chief Executive
Officer and Chairman of the Board; William P. Foley -- Vice Chairman of the
Board; Patrick F. Stone -- Director; and Dwayne Walker -- Director.
INVESTMENTS IN PARTNERSHIPS
On October 8, 1998, the Company, in conjunction with FNFI, announced the
creation of RealEC, one of the largest real estate electronic commerce networks
in the nation. RealEC commenced operations in mid-1999. RealEC develops,
operates and maintains a secure business-to-business electronic commerce
exchange used to orchestrate real estate settlement services. This open
multi-vendor eCommerce network provides real estate and lender customers the
ability to select products and services necessary to close their transactions,
while at the same time giving them access to over 6,000 issuing locations for
title insurance across the United States.
RealEC is a fifty percent owned joint venture developed by the Company and
Stewart Mortgage Information, a subsidiary of Stewart Information Services
Corporation (NYSE:STC). The RealEC network is an Internet based system providing
leading edge software that connects all parties involved with real estate
transactions. RealEC interfaces with loan origination software systems,
windows-based ordering systems, third party networks, real estate office systems
and the Internet. RealEC also offers on-line access to documents related to real
estate transactions and links with back-end title insurance and escrow
production systems.
TRANSACTIONS WITH MANAGEMENT AND OTHERS
None.
9
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(d) OF THE SECURITIES ACT OF
1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY
THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.
MICRO GENERAL CORPORATION
By: /s/ John Snedegar
------------------------------
John Snedegar
Chief Executive Officer
Date: April 28, 2000
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE
REGISTRANT AND IN THE CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
- ---------- ----- ----
<S> <C> <C>
/s/ William P. Foley, II Co-Chairman of the Board April 28, 2000
- -----------------------------------------------------
WILLIAM P. FOLEY, II
/s/ Patrick F. Stone Co-Chairman of the Board April 28, 2000
- -----------------------------------------------------
PATRICK F. STONE
/s/ John Snedegar Chief Executive Officer and Director April 28, 2000
- -----------------------------------------------------
JOHN SNEDEGAR
Director , 2000
- -----------------------------------------------------
DWAYNE WALKER
/s/ Carl A. Strunk Director April 28, 2000
- -----------------------------------------------------
CARL A. STRUNK
/s/ Richard H. Pickup Director April 28, 2000
- -----------------------------------------------------
RICHARD H. PICKUP
/s/ John McGraw Director April 28, 2000
- -----------------------------------------------------
JOHN MCGRAW
/s/ Bradley Inman Director April 28, 2000
- -----------------------------------------------------
BRADLEY INMAN
/s/ Dale Christensen Executive Vice President, Chief Accounting Officer April 28, 2000
- -----------------------------------------------------
DALE CHRISTENSEN
</TABLE>
10
