<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB/A
(Mark one)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE
ACT OF 1934
For the quarterly period ended February 29, 1996
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from _________________ to ______________
COMMISSION FILE NUMBER: 0-12544
MAXSERV, Inc.
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(Exact name of small business issuer as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 74-2707626
- ---------------------------------- --------------------------
(State or other jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
</TABLE>
8317 CROSS PARK DRIVE, AUSTIN, TEXAS 78754
- -----------------------------------------------------
(Address of principal executive offices)
(512) 834-8341
- -----------------------------------
(Issuer's telephone number)
Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 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 /X/ NO / /
THE NUMBER OF SHARES OF COMMON STOCK OF THE ISSUER OUTSTANDING AS OF FEBRUARY
29, 1996 WAS 10,891,672.
TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT (CHECK ONE):
YES / / NO /X/
1
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PART II - OTHER INFORMATION
ITEM 1. MATERIAL DEVELOPMENTS IN CONNECTION WITH LEGAL PROCEEDINGS.
None.
ITEM 2. MATERIAL MODIFICATION OF RIGHTS OF REGISTRANT'S SECURITIES.
None.
ITEM 3. DEFAULTS ON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
10.1* Amendment Agreement (amending the Parts Service
Agreement) among Sears, Roebuck and Co. and
MaxServ, Inc., dated January 31, 1996. Confidential
treatment has been requested for specific portions of
this document
10.2* Amendment Agreement (amending the Service Agreement)
among Sears, Roebuck and Co. and MaxServ, Inc., dated
January 31, 1996. Confidential treatment has been
requested for specific portions of this document
(b) Reports on Form 8-K
None.
_____________________________________
* Filed herewith.
9
<PAGE> 3
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereto duly
authorized.
MAXSERV, INC.
Date: November 8, 1996 \s\ NEIL A. JOHNSON
--------------------------------
Neil A. Johnson
Senior Vice President, Finance,
Treasurer and Secretary
(Principal Financial and
Accounting Officer)
10
<PAGE> 4
EXHIBIT INDEX
EXHIBIT
NO.
10.1 Amendment Agreement (amending the Parts Service Agreement) among
Sears, Roebuck and Co. and MaxServ, Inc., dated January 31, 1996.
Confidential treatment has been requested for specific portions of
this document.
10.2 Amendment Agreement (amending the Service Agreement) among Sears,
Roebuck and Co. and MaxServ, Inc., dated January 31, 1996.
Confidential treatment has been requested for specific portions of
this document.
11
<PAGE> 1
EXHIBIT 10.1
AMENDMENT AGREEMENT
REDACTED
<PAGE> 2
AMENDMENT AGREEMENT
This Amendment Agreement made as of this 31st day of January, 1996 by and
between MAXSERV, INC., a Delaware corporation (hereinafter called "MaxServ")
and SEARS, ROEBUCK AND CO., a New York corporation (hereinafter called
"Sears").
Reference is hereby made to the Parts Service Agreement ("Agreement") made as
of December 29, 1994, by and between MaxServ and Sears with respect to the
provision of Teleparts and Technical Assistance Desk Services by MaxServ to
Sears.
Sears and MaxServ desire to amend the Agreement to change the pricing provision
of Addendum #1, Technical Assistance Desk Services, and Addendum #2, Teleparts
Services, for the 1996 calendar year and to add Addendum #3, Technical
Assistance Desk and Teleparts Support Services;
Now, Therefore, MaxServ and Sears mutually agree as follows:
1. Addendum #1, Technical Assistance Desk Services, is hereby
amended to change the pricing therefor for the 1996 calendar year by
adding to Addendum #1 the pricing provision attached hereto as Exhibit
A.
2. Addendum #2, Teleparts Services, is hereby amended to change
the pricing therefor for the 1996 calendar year by adding to Addendum
#2 the pricing provision attached hereto as Exhibit B.
3. The Agreement is hereby amended by adding Exhibit C hereto as
an Addendum #3, Technical Assistance Desk and Teleparts Support
Services, to the Agreement providing for the costs of support services
to be provided for the Technical Assistance Desk and Teleparts
Services systems.
Such amendments to be effective January 1, 1996.
The Agreement, as herein amended, is fully ratified and affirmed.
In WITNESS WHEREOF, MaxServ and Sears have caused this Amendment Agreement to
be executed by person duly authorized thereunto as of the date first above
stated.
MAXSERV, INC. SEARS, ROEBUCK AND CO.
By: Neil A. Johnson By: Daniel A. Mihalovich
-------------------------------- ------------------------------------
Name: Neil A. Johnson Name: Daniel A. Mihalovich
------------------------------ ----------------------------------
Title: Sr. Vice President Finance Title: Vice President Product Services
----------------------------- ---------------------------------
Calendar 1996
<PAGE> 3
#CONFIDENTIAL PORTION HAS BEEN OMITTED
AND FILED SEPARATELY WITH THE COMMISSION
(EXHIBIT A)
TECHNICAL ASSISTANCE DESK SERVICES
PRICING
The Technical Assistance Desk services will be provided under the following fee
structure:
<TABLE>
<CAPTION>
MONTHLY
INCOMING CALL INCREMENTAL
STEP VOLUME PRICE PER CALL*
---- ------ ---------------
<S> <C> <C>
1 First # $ #
2 # $ #
#CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION
3 # $ #
4 # and Over $ #
</TABLE>
* Changes in hours and days of operation could result in pricing changes.
Price includes charges for all services as outlined in Description Of
Service to be provided in connection with TAD Services pursuant to
this Agreement.
Calendar 1996
<PAGE> 4
#CONFIDENTIAL PORTION HAS BEEN OMITTED
AND FILED SEPARATELY WITH THE COMMISSION
(EXHIBIT B)
TELEPARTS SERVICES
PRICING
MaxServ will not be liable to Sears for returns and allowance charges upon
termination of this Agreement.
THE TELEPARTS SERVICES PRICING AND REVISED FEE STRUCTURE FOR CALENDAR YEAR 1996
IS AS FOLLOWS:
#CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION
A payment of $ # will be paid to MaxServ in January or February, 1996.
In addition, Teleparts Services will be provided by MaxServ on a fee structure
which when applied to Teleparts Revenue (defined below) as projected in the
1996 Product Services Teleparts Plan ("1996 Projected Teleparts Revenue") shall
yield service fees to MaxServ of not less than $ # incremental to what
MaxServ would have received if such fees were determined by the fee structure
used in 1995 applied to the 1996 Projected Teleparts Revenue.
Sears and MaxServ shall # , or more frequently, review the actual 1996
Teleparts Revenue, the 1996 fee structure, the resulting and the projected
service fees to MaxServ for the 1996 calendar year. If the projected $ #
incremental service fees for the 1996 calendar year is not obtainable for
reasons other than failure of MaxServ to perform services in accordance with
the performance standards of the Parts Service Agreement, Sears and MaxServ
shall agree to adjust the 1996 service fee schedule so that such incremental
service fees will be obtained.
#CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION
Teleparts Revenue is defined as #
.
The service fee rates that are applicable to various categories of Teleparts
Revenue are defined in the following schedule.
#CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION
<TABLE>
<CAPTION>
RESIDENTIAL
- ----------- COMMERCIAL #
REVENUE REVENUE REVENUE
------- ------- -------
<S> <C> <C>
# # #
</TABLE>
For 1996, there will be no # pricing for annual Teleparts Revenue
over $ # million as provided in calendar year 1995.
Changes in hours and days of operation could result in pricing changes.
Calendar 1996
<PAGE> 5
#CONFIDENTIAL PORTION HAS BEEN OMITTED
AND FILED SEPARATELY WITH THE COMMISSION
(EXHIBIT C)
ADDENDUM #3 TO PARTS SERVICE AGREEMENT BETWEEN
SEARS, ROEBUCK AND CO.
AND MAXSERV, INC.
DATED AS OF DECEMBER 29, 1994
TECHNICAL ASSISTANCE DESK AND TELEPARTS SUPPORT SERVICES
Sears shall pay MaxServ and MaxServ shall invoice Sears for approved time,
reimbursement materials and other costs incurred by MaxServ in performing
support services for the Teleparts Service and Technical Assistance Desk
systems under this Agreement requested by Sears, or due to Sears system
modifications, enhancements and/or changes in operating policies and procedures
affecting MaxServ's existing systems and call services. MaxServ support
service fee rates for this time is defined as labor and payroll burden costs,
plus # thereof.
Travel expenses to Sears designated locations which are incurred by MaxServ to
perform such support services for Sears system modifications, enhancements or
operating policy and procedure changes as stated above, will be invoiced to
Sears # as permitted by and in accordance with Sears standard policy on
travel expenses for its own employees.
#CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION
Calendar 1996
<PAGE> 1
EXHIBIT 10.2
AMENDMENT AGREEMENT
REDACTED
<PAGE> 2
AMENDMENT AGREEMENT
This Amendment Agreement made as of this 31st day of January, 1996 by and
between MAXSERV, INC., a Delaware corporation (hereinafter called "MaxServ")
and SEARS, ROEBUCK AND CO., a New York corporation (hereinafter called
"Sears").
Reference is hereby made to the Service Agreement ("Agreement") made as of May
20, 1993, by and between MaxServ and Sears with respect to the provision of
certain services by MaxServ to Sears.
Sears and MaxServ desire to amend the Agreement to change the pricing provision
of Addendum #2, Parts Support Service, Addendum #3, Technical Support Service
and Addendum #5, Home Office Center Support Service, for the 1996 calendar year
to be effective January 1, 1996;
Now, Therefore, MaxServ and Sears mutually agree as follows:
1. Addendum #2, Parts Support Service, is hereby amended to
change the pricing therefor by adding to Addendum #2 the pricing
provision attached hereto as Exhibit A.
2. Addendum #3, Technical Support Service, is hereby amended to
change the pricing therefor by adding to Addendum #3 the pricing
provision attached hereto as Exhibit B.
3. Addendum #5, Home Office Center Support Service, is hereby
amended to change the pricing therefor by adding to Addendum #5 the
pricing provision attached hereto as Exhibit C.
Such amendments to be effective January 1, 1996.
The Agreement, as herein amended, is fully ratified and affirmed.
In WITNESS WHEREOF, MaxServ and Sears have caused this Amendment Agreement to
be executed by person duly authorized thereunto as of the date first above
stated.
MAXSERV, INC. SEARS, ROEBUCK AND CO.
By: Neil A. Johnson By: Daniel A. Mihalovich
------------------------------- ------------------------------------
Name: Neil A. Johnson Name: Daniel A. Mihalovich
----------------------------- ----------------------------------
Title: Sr. Vice President Finance Title: Vice President Product Services
---------------------------- ---------------------------------
Calendar 1996
<PAGE> 3
#CONFIDENTIAL PORTION HAS BEEN OMITTED
AND FILED SEPARATELY WITH THE COMMISSION
(EXHIBIT A)
PARTS SUPPORT SERVICE
PRICING
#CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION
The Parts Support Service will be provided under the following revised fee
structure:
<TABLE>
<CAPTION>
MONTHLY
INCOMING CALL
STEP VOLUME* PRICE PER CALL***
---- ------- -----------------
<S> <C>
1 First # ** $ #
2 Next # $ #
#CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION
3 Next # $ #
4 Next # $ #
5 Next # and Over $ #
</TABLE>
* Incoming call volume includes #
** Call volumes of less than # in 1st step level pricing are
subject to price and service level negotiation.
*** Changes in hours and days of operation could result in pricing
changes.
Price includes charges for everything to be provided in connection
with performing this service.
Calendar 1996
<PAGE> 4
#CONFIDENTIAL PORTION HAS BEEN OMITTED
AND FILED SEPARATELY WITH THE COMMISSION
(EXHIBIT B)
TECHNICAL SUPPORT SERVICE
PRICING
#CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION
The Technical Support Services will be priced under two different fee
structures, one for support services and the other for #
support services.
THE # SUPPORT SERVICE WILL BE PROVIDED UNDER THE
FOLLOWING FEE STRUCTURE:
<TABLE>
<CAPTION>
MONTHLY
INCOMING CALL
STEP VOLUME* PRICE PER CALL***
---- ------- -----------------
<S> <C> <C> <C>
1 First # ** $ #
2 Next # $ #
#CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION
3 Next # $ #
4 Next # and Over $ #
</TABLE>
#CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION
THE # SUPPORT SERVICE WILL BE PROVIDED
UNDER THE FOLLOWING FEE STRUCTURE:
<TABLE>
<CAPTION>
MONTHLY
INCOMING CALL
STEP VOLUME* PRICE PER CALL***
---- ------- -----------------
<S> <C>
1 First # ** $ #
2 Next # $ #
#CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION
3 Next # $ #
4 Next # $ #
5 Next # and Over $ #
</TABLE>
#CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION
* Incoming call volume includes #
** Call volumes of less than # in 1st step level pricing are subject
to price and service level negotiation.
*** Changes in hours and days of operation could result in pricing
changes.
Price includes charges for everything to be provided in connection
with performing this service.
EXTENDED CALLS
MaxServ will provide Technical Support Services for calls exceeding #
minutes in length at a premium fee (in addition to the monthly average rate) to
be determined and agreed upon between MaxServ and Sears.
Calendar 1996
<PAGE> 5
#CONFIDENTIAL PORTION HAS BEEN OMITTED
AND FILED SEPARATELY WITH THE COMMISSION
(EXHIBIT C)
HOME OFFICE CENTER SUPPORT SERVICE
PRICING
The Home Office Center Support service will be provided under the following
revised fee structure:
#CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION
<TABLE>
<CAPTION>
MONTHLY
INCOMING CALL
STEP VOLUME* PRICE PER CALL***
---- ------- -----------------
<S> <C>
1 First # ** $ #
2 Next # $ #
#CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION
3 Next # $ #
4 Next # $ #
5 Next # and Over $ #
</TABLE>
#CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION
* Incoming call volume includes #
** Call volumes of less than # in 1st step level pricing are subject
to price and service level negotiation.
*** Changes in hours and days of operation could result in pricing
changes.
Price includes charges for everything to be provided in connection
with performing this service.
#CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION
PC CLIENT CARE THIRD PARTY SERVICES
PC Client Care third party service order support will be provided at a fee of $
# per third party service order created.
Calendar 1996
