<PAGE>
FORM 10-KSB
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended June 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ______________ to __________________
Commission File Number: 0-12541
SATELLITE INFORMATION SYSTEMS COMPANY
------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Colorado 84-0899779
- - ---------------------------- ---------------------
(State or other jurisdiction IRS Employer
of incorporation or organization) Identification Number
7464 Arapahoe Avenue, Suite B-17, Boulder, Colorado 80303
-----------------------------------------------------------
(Address of Principal Offices) (Zip Code)
Registrant's telephone number, including area code: (303) 449-0442
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, no par value
-------------------------
(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-B (Section 229.405 of this chapter) 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-KSB or any amendment to this Form 10-KSB. [ ]
The Registrant's revenues for the year ended June 30, 1996 were $972,400.
As of September 24, 1996, the aggregate market value of the Common Stock
of the Registrant based upon the average of the closing bid and asked prices of
the Common Stock, as quoted on the OTC Electronic Bulletin Board, held by non-
affiliates of the Registrant was approximately $ 2,229,800.
As of September 24, 1996, 5,067,687 shares of Common Stock and 1,000,000
shares of Preferred Stock of the Registrant were outstanding.
<PAGE>
<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE
The Registrant incorporates by this reference the following:
PART IV - EXHIBITS
------------------
Incorporated by reference from the Company's Registration Statement on
Form 10, as amended, SEC File Number 0-12541.
<PAGE>
PART I
ITEM 1. DESCRIPTION OF BUSINESS
- - ------- -----------------------
HISTORY AND BACKGROUND
----------------------
Satellite Information Systems Company ("SISCOM" or the "Company") was
incorporated in the State of Colorado on September 29, 1982 under the name
Stockwatch International, Inc. The Company changed its name to Satellite
Information Systems, Corp. on December 10, 1982, and thereafter to Satellite
Information Systems Company on March 17, 1983. SISCOM currently operates as a
software development company that provides computer based products and related
services to the electronic media and sports industry. During the fiscal year
ended June 30, 1996, the business of the Company continued to focus primarily
on the development, marketing and support of its standard software products,
including NewsPro(-Registered Mark-), Video Logging(-TM-)(Logging), Video
Retrieval (Retrieval), Video Archive(-TM-) (Archive), and its newest product,
Coaching Decision Support System (CDSS(-TM-)). SISCOM also acts as a re-seller
of hardware, although such activities are viewed as ancillary to the Company's
main business.
Pursuant to a Registration Statement filed with and declared
effective by the Securities and Exchange Commission (the "Commission") in 1983,
SISCOM sold to the public 5,500,000 shares of no par value Common Stock for
$.50 per share. The Company subsequently undertook a ten-for-one (10-for-1)
reverse stock split effective March 7, 1988.
The Company's shares began trading on NASDAQ in September, 1983 and
on the NASDAQ National Market System ("NASDAQ/NMS") on November 1, 1988.
However, during fiscal 1991, SISCOM failed to maintain the market value of its
publicly held shares at $1,000,000. As a result, effective January 31, 1991,
SISCOM was removed from NASDAQ/NMS and placed on the regular NASDAQ system. On
November 7, 1991, SISCOM was de-listed from the NASDAQ system for failure to
maintain the standards required for continued listing.
With the Company de-listed from the NASDAQ system and having
difficulty meeting its current obligations, there was significant doubt as to
the Company's ability to continue as a going concern. Accordingly, management
determined that it was in the best interest of the Company to focus its efforts
and minimize cost, including those significant costs associated with complying
with the requirements to be a reporting Company.
In June, 1992, the Company filed with the Commission a Form 15
terminating the registration of its shares of Common Stock under Section 12(g)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). At
that time the Company ceased to be a reporting company under Sections 13 and
15(d) of the Exchange Act.
With the successful reduction of operating costs, elimination of
outstanding debt obligations, the emphasis on sales and marketing of the
Company's enhanced product and service offerings to new and expanded markets,
and consequently, the return to modest profitability, the Company once again
believed that it had the capital necessary to resume reporting under the
Exchange Act in order to provide a market for its shareholders and access to
future capital for growth. To this end, the Company filed with the Commission
its registration statement on Form 10-SB, and has resumed reporting under the
Exchange Act. The Company's Common Stock is listed under the symbol "SATI" on
the OTC Electronic Bulletin Board.
BUSINESS OF REGISTRANT
----------------------
PRODUCTS OR SERVICES. SISCOM's revenue has, and is expected to
continue to be, primarily generated through software product sales and
services.
Software product sales have traditionally encompassed the sale of
proprietary newsroom production control software to the broadcast and cable
media markets. The Company's principal product is NewsPro(-Registered Mark-),
an electronic newsroom management system, which assists the process of newscast
and feature production from news gathering through story development to on-air
presentation. NewsPro(-Registered Mark-) contains modules which, among other
capabilities, capture and organize information from incoming wire services,
create a resident news data base, locate videotape and scripts stored in
archives and offers text editing, printing and presentation options, including
teleprompter and closed captioning. The licensed software product runs solely
on Digital Equipment Corporation hardware utilizing the VMS operating system.
User "desktops" however, can be populated with low cost terminal devices,
multiwindow terminals, and personal computers utilizing terminal emulation
software, depending on the requirements of a particular user. Mixed "desktops"
are most typical.
Development of NewsPro(-Registered Mark-) continues with ongoing
enhancements and evolution of the product towards a true client/server mode of
operation. This evolution will initially retain Digital Equipment
Corporation's VAX hardware and VMS operating system as the server, with
elements of the product being moved out to personal computer clients as
dictated by the product's requisites. Management believes that this evolution
of the core NewsPro(-Registered Mark-) product will achieve three notable
objectives; (1) it moves both the customer and Company, evolutionarily, in the
predominate industry direction of client/server computing, (2) it preserves a
significant amount of the customer's existing investment in hardware, software
and training, while simultaneously creating a candidate for upgrade business,
business viewed by the customer as occurring through accretion rather than
substitution, and (3) it insulates both the Company and customer from much of
the current turmoil in the client/server network operating system environment.
NewsPro(-Registered Mark-) system pricing is typically presented on a
turnkey basis, and as such does not have an established "manufacturers
suggested retail price", but instead may be comprised of a number of elements
including the core NewsPro(-Registered Mark-) software, optional modules such
as prompting and closed captioning, installation and training, and hardware
(both client and server components). While individual customer transactions
will vary, an average standard core NewsPro(-Registered Mark-) system will
retail for approximately $4,000 per user for a terminal based system, $6,000
per user for a personal computer based system.
In addition to the standard NewsPro(-Registered Mark-) system revenue
upon initial installation, a transaction will usually produce service revenue
as well. One component of software services is project related revenue for
which customers contract with the Company to customize and extend the
capabilities of the product. These extensions are then generalized and form
the basis for additional product applications or capabilities to the market as
a whole. Software services also include field support and maintenance of the
Company's standard products. At the termination of the standard 90 day
warranty period included in most contracts, customers may purchase software
maintenance services on an annual basis in order to continue the level of
service provided with the initial contract. SISCOM's maintenance support is
provided on a twenty-four (24) hour a day, seven days a week basis, with a
general response time of one (1) hour or less during normal business hours.
The maintenance program also includes new software releases, enhancements and
updates for the duration of the contract period.
As NewsPro(-Registered Mark-) has evolved, management has become
increasingly aware of the significant opportunities for additional applications
of NewsPro(-Registered Mark-) and the Company's other related products, in a
variety of information based arenas. As a result, the Company has dedicated
substantial efforts in the last few years to broaden the market for the
Company's software and related services into many new fields, including the
sports industry. SISCOM has completed installations with three (3) of the
major league sports entities: The National Basketball Association ("NBA"), The
National Hockey League ("NHL"), and FOX Sports ("FOX"). The NBA installation
included the provision of full NewsPro(-Registered Mark-) capabilities,
including PC Logging(-TM-) and Video Archive(-TM-) in support of their
extensive video operation, while FOX represents a PC Logging(-TM-) and Video
Archive(-TM-) focused application. The initial NHL installation included the
provision of the core NewsPro(-Registered Mark-) software and later was
expanded to include PC Logging(-TM-) and Video Archive(-TM-).
In 1994 SISCOM began the development and marketing of PC Logging(-TM-
) in conjunction with Video Archive(-TM-). Together they form a personal
computer ("PC") based suite of software designed to automate the process of
logging video tapes (shot listing), storing and subsequently retrieving the
logs, and managing the physical tape library. PC Logging(-TM-) and Video
Archive(-TM-) can operate either in conjunction with or independent of the
traditional NewsPro(-Registered Mark-) product. They represent the core
NewsPro(-Registered Mark-) software subjected to the evolutionary process
towards a true client/server mode of operation, as discussed above. PC
Logging(-TM-) and Video Archive(-TM-) have been generalized and installed for
customers with sports applications (e.g., FOX Sports, the NHL and the Portland
Trail Blazers). Currently, the PC Logging(-TM-) software supports generic
video logging as well as the specialized individual requirements of basketball,
baseball, hockey and football. Development is continuing to include support
for other sports, corporate video requirements, and for the emerging digital
video technologies.
During early 1995, the Company entered into a strategic partnership
with FAST Electronics, U.S., one of the world's leading providers of non-linear
video editing systems for the professional and consumer markets. FAST, a
German based company, has identified the U.S. market as a strategic growth
market and has indicated that it sees an alliance with the Company as an
effective way to penetrate the sports and broadcast segments of the U.S.
market. For SISCOM, this partnership provides a perfect product line extension
for its other video related products. Under the terms of the agreement, SISCOM
will adapt FAST's products to the newsroom automation and sports markets and
will maintain exclusive distribution rights for the resulting products. This
agreement with FAST gives the Company access to a leading proprietary hardware
technology within the emerging digital video industry, a benefit that is
expected to afford the Company a distinct advantage in the global market.
In the latter half of 1994, the Company began development work on a
client/server based software application for ticket marketing, initially for
the sports industry. Called FTM(-TM-), this software product consists of a
series of fully integrated components that address all functional areas of
ticket operations from sales management of customer and prospects to handling
the sale of multiple ticket packages through complete box office functionality
of ticket inventory management and issuance. The development effort was aided
throughout by the feedback provided by a professional sports team willing to
cooperate with the Company. Customer reactions to early demonstrations were
generally very positive. In March 1996, the Company temporarily suspended
further development on the product in order to concentrate its limited
programming resources on the new Coaching Decision Support System (CDSS)
product discussed in more detail below.
In February 1996, the re-sale arrangement for Stadium Click Effects
(a computerized sound effects product for stadiums and arenas) between EMSI,
Inc. and the third party software developer was terminated. The Company's
initial strategy of using this product to create a significant customer base
was generally successful with an installed base of over 140 customers. The
Company has decided to redirect its resources toward developing and selling
higher margin video related software products to its customers.
In the fall of 1996 and with the cooperation of the Portland Trail
Blazers and the Miami Heat of the NBA, the Company began development of CDSS,
its new software product for interpreting NBA game statistics and reporting
them to users in a unique, graphical presentation. The initial customer base
for the product is NBA coaching staffs who have reacted very favorably to CDSS
product demonstrations. The Company is currently combining CDSS with many of
its other software products (e.g., video logging, video retrieval, and FAST
editing) to create a comprehensive and powerful coaching tool for NBA coaching
staffs. For the first time, an NBA coach will have the ability to see raw game
statistics interpreted and graphically recreated according to his exact
specifications. In addition he will be able to retrieve and view clips in any
order of the actual game video footage related to those statistics within a
couple of hours after the game itself. Eventually the Company anticipates
offering a slightly modified version of this product to NBA fans at the
consumer level.
DISTRIBUTION METHODS. The Company is marketing and distributing its
current products including CDSS under the SISCOM name primarily because of the
strong name recognition SISCOM has in the marketplace. The Company has elected
not to use its marketing subsidiary EMSI, Inc. for NBA or NewsPro customers
(which together represent the Company's current focus) in order to avoid
confusing customers. The activities of EMSI, Inc. were curtailed sharply over
the last few months of the fiscal year.
COMPETITION. The Company has competitors for each of its product
offerings. The Company is, however, confident that its products can be sold
effectively because each product can be demonstrated to show unique and
valuable advantages over competing products.
MAJOR CUSTOMERS. Management believes that SISCOM has consciously
served a niche market of specialized customers. Because of its minimal
marketing efforts, the Company has historically had to rely on revenues from a
few substantial installations to large customers which are typically non-
recurring. In 1995, two (2) customers accounted for 28% of total revenues; and
in 1996, one (1) customer accounted for 10% of total revenues. This reliance
has resulted from the Company's limited working capital rather than any
limitation in the scope of the potential markets and customers for the
Company's products. Prospectively, management believes that the Company now
has the products and the customer contacts to appeal to a much broader customer
base.
PROPRIETARY INFORMATION. The Company relies upon copyrights,
trademarks and trade secrets protection for its products. The Company claims
copyright on all its published materials, including its guides, manuals and
computer software. The Company also owns a federally registered trademark for
the product name NewsPro(-Registered Mark-), and claims common law trademark
protection for the product names P.C. Logging(-TM-), Video Archive(-TM-),
CDSS(-TM-) and FTM(-TM-). The Company's copyrights and trademarks are
considered by the Company to be valuable property rights. The protection
afforded by these intellectual property rights and the law of trade secrets is
believed by the Company to be adequate protection for its products. However,
notwithstanding the Company's intellectual property rights, it is possible for
a competitor to develop near imitations of the Company's products, implementing
modifications, without violating those rights.
RESEARCH AND DEVELOPMENT. The Company plans to introduce additional
products and services as customer demand for such products and services, and
potential sales within specific market segments becomes evident. As marketing
and use of the Company's products and services expand, new applications will be
developed revealing new product development opportunities.
REGULATION. The Company is a public company which files reports with
the Securities and Exchange Commission pursuant to Section 13(a) of the
Securities Exchange Act of 1934, as amended. The Company's Common Stock is
traded over-the-counter and quoted on the OTC Electronic Bulletin Board under
the symbol "SATI".
To the best of the Company's knowledge and belief, the Company is
currently in compliance with all federal, state and local laws and regulations.
Compliance with the foregoing is not anticipated to have a material adverse
effect on the Company's earnings and/or competitive position within the
respective industries and will not result in increased capital expenditures.
The Company currently is not subject to any Federal, State or local provisions
which have been enacted or adopted regulating the discharge of materials into
the environment, or otherwise relating to the protection of the environment.
EMPLOYEES. The Company currently employs seven (7) full-time
employees in its Boulder, Colorado offices.
ITEM 2. DESCRIPTION OF PROPERTIES
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The Company's corporate headquarters are located at 7464 Arapahoe
Avenue, Suite B-17, in Boulder, Colorado. This property measures 3,000 square
feet and is leased at $3,187.50 per month, expiring August 18, 1996. The
Company has renewed the lease for an additional two (2) year term for $3,375
per month. This facility is considered to be adequate for the Company's
current needs and the Company intends to exercise its renewal option.
The Company has various computer hardware, software and communication
equipment located at its Boulder office. This equipment is used to develop
software, to demonstrate products to customers and to provide service to
customers.
ITEM 3. LEGAL PROCEEDINGS
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Neither the Company nor any officer or director in his capacity as
such is a party to any pending litigation involving the Company, and no such
proceedings are known to be contemplated.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- - ------- ---------------------------------------------------
No matters were submitted to a vote of the Company's shareholders
during the quarter ended June 30, 1996.
<PAGE>
<PAGE>
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
- - ------- --------------------------------------------------------
The outstanding shares of Common Stock are traded over-the-counter
and quoted on the OTC Electronic Bulletin Board. However, as previously
indicated, in June, 1992, the Company filed with the Commission a Form 15
terminating the registration of its shares of Common Stock under Section 12(g)
of the Exchange Act, and the Company ceased to be a reporting company. As a
result, no public market for the Company's Common Stock existed until the
Company filed its Registration Statement on Form 10-SB. Quotation on the OTC
Electronic Bulletin Board commenced in February, 1995. The reported high and
low bid and ask prices for the Common Stock are shown below for the period from
February 1, 1995 through September 25, 1996:
<TABLE>
<CAPTION>
Bid Ask
--- ---
High Low High Low
---- --- ---- ---
<S> <C> <C> <C> <C>
1995 Fiscal Year
First Quarter N/A N/A N/A N/A
Second Quarter N/A N/A N/A N/A
Third Quarter .875 .25 1.25 .75
Fourth Quarter .875 .4375 1.125 .5625
1996 Fiscal Year
First Quarter .50 .25 .625 .4375
Second Quarter .375 .1875 .50 .375
Third Quarter .1875 .1875 .375 .3125
Fourth Quarter .375 .1875 .5313 .3125
</TABLE>
The bid and ask prices of the Company's Common Stock as of September
24, 1996 were $.38 and $.50, respectively, as reported on the OTC Electronic
Bulletin Board. The prices represented above are bid and ask prices which
represent prices between broker-dealers and do not include retail mark-ups and
mark-downs or any commissions to the broker-dealer. The prices do not reflect
prices in actual transactions. As of September 24, 1996, there were
approximately 485 record owners of the Company's Common Stock.
The Company's Board of Directors may declare and pay dividends on
outstanding shares of Common Stock out of funds legally available therefor in
its sole discretion; however, to date no dividends have been paid and the
Company does not anticipate the payment of dividends on Common Stock in the
foreseeable future. However, see "Subsequent Events" under ITEM 6 below.
<PAGE>
<PAGE>
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
- - ------- ---------------------------------------------------------
The following discussion and analysis should be read in conjunction
with the Financial Statements and Notes thereto appearing elsewhere in this
Report.
RESULTS OF OPERATIONS - FISCAL YEAR ENDED JUNE 30, 1996 COMPARED TO FISCAL YEAR
ENDED JUNE 30, 1995
- - -------------------------------------------------------------------------------
During the fiscal year ended June 30, 1996, SISCOM generated revenue
of $972,400 with a resulting net loss of $(103,400) compared to revenue of
$1,041,500 and income $5,400 the previous year.
REVENUE
-------
The following table outlines the Company's revenue mix over the last
two (2) fiscal years.
<TABLE>
<CAPTION>
Years Ended June 30
-------------------
1996 1995
--------------- -----------------
<S> <C> <C> <C> <C>
Product Sales
Software sales $336,500 35% $470,400 45%
Hardware sales 186,500 19% 53,100 5%
Software Services 449,400 46% 518,000 50%
-------- ---- ---------- ----
Total Revenue $972,400 100% $1,041,500 100%
======== ==== ========== ====
</TABLE>
Product sales include the sale of proprietary software and computer
hardware (on a re-sale basis) to the broadcast and cable media markets and to
the sports industry. Software sales and software services revenues decreased
$202,500, from $988,400 for the twelve (12) months ended June 30, 1995, to
$785,900 for fiscal 1996, a decrease of 20%. This decrease was caused by the
slowdown (and subsequent termination) of Stadium Click Effects sales coupled
with no additional sales of the Company's standard software. Revenues from
NewsPro service renewals held approximately steady at $450,000.
SISCOM's hardware sales, however, increased by $133,400, from $53,100
for the twelve (12) months ended June 30, 1995, to $186,500 for fiscal 1996.
Approximately 40% of this total was attributable to an NBA customer
installation with the rest primarily from Stadium Click Effects sales.
COSTS AND EXPENSES
------------------
Cost of sales and services includes components for hardware sales,
direct labor and materials used in the manufacture of software, software
royalties and other expenses incurred to generate revenue. For the fiscal year
ended June 30, 1996, cost of sales and services was approximately 62% of total
revenue compared with 52% for the prior year.
Gross margins were 38% in fiscal 1996 and 48% in fiscal 1995. This
decrease in gross margins is attributable to the change in sales mix between
hardware and software experienced by SISCOM in fiscal 1996. Hardware has
consistently had a substantially lower margin than software and related
services revenue over the years. In 1995 SISCOM had more software and service
revenue and less hardware revenue as compared to fiscal 1996.
The following table outlines the Company's cost of sales components
for the last two (2) fiscal years.
<TABLE>
<CAPTION>
Years Ended June 30
-------------------
1996 1995
--------------- -----------------
<S> <C> <C> <C> <C>
Hardware Cost of Sales $159,400 26% $ 41,500 8%
Direct Labor and Materials 175,100 29% 209,500 40%
Software Royalties 109,600 18% 140,900 27%
Software Amortization 155,300 26% 116,600 23%
Other 2,800 1% 8,600 2%
-------- ---- -------- ----
Total Costs of Sales $602,200 100% $517,400 100%
</TABLE>
Hardware Cost of Sales increased $117,900 or 284% from fiscal 1995
which reflects primarily a lull in hardware sales during fiscal 1995. The
gross margin on hardware sales, however, declined between the years at
approximately 15% for fiscal 1996 from 22% for fiscal 1995 reflecting price
pressure on Stadium Click Effects hardware. The Company's focus continues to
be on providing business solutions through its software and services with
hardware sales an ancillary component of that solution.
The cost of direct labor and materials includes employee hours spent
contract programming and installing, training, and supporting NewsPro(-
Registered Mark-) as well as any materials and supplies directly used in the
process. The total cost of direct labor and materials decreased $34,400 or 16%
between fiscal 1996 and 1995.
The software royalties component of cost of sales relates to the
February 1995 distributor agreement between the third party developer and EMSI,
Inc. for the sale of Stadium Click Effects software. Under the terms of this
agreement EMSI, Inc., acting as the exclusive authorized distributor of the
software, sublicenses the product directly to the customer and pays the
developer between 45% and 75% of the net licensing fee, depending on the
specifics of each customer transaction. The $31,300 decrease in software
royalties corresponds to the decline Stadium Click Effects transactions due to
the mid-year termination of the re-sale agreement.
Operating, general and administrative expenses for fiscal 1996
decreased by approximately $55,200, from $483,600 for the twelve (12) months
ended June 30, 1995, to $428,400 in fiscal 1996, a decrease of 11%. This
decrease was due to a decrease in salaries, payroll tax expense and employee
benefits of approximately $25,000 associated with the termination of three
employees in the last quarter of the fiscal year and as well as reduced
corporate spending in order to preserve corporate cash flow.
Software amortization expense increased $38,700, from $116,600 for
the year ended June 30, 1995, to $155,300 for fiscal 1996, an increase of
approximately 33%. The increase is primarily attributable to the Company's
ramp-up of software development over the past two fiscal years. Management
anticipates a continued emphasis on software development as it responds to the
ongoing requests of existing and new customers across markets. Generally, the
Company amortizes software developments costs on a straight-line basis over
three years.
LIQUIDITY AND CAPITAL RESOURCES - JUNE 30, 1996 COMPARED TO JUNE 30, 1995
- - -------------------------------------------------------------------------
SISCOM experienced a severe cash flow shortage during the last half
of fiscal year 1996. SISCOM's working capital deficit, which represents
current assets minus current liabilities, increased by $130,700 during the
twelve (12) months ended June 30, 1996, resulting in a working capital deficit
of $400,200 as compared to the working capital deficit of $269,500 at June 30,
1995. The primary components of the current liabilities were unearned revenue
of $193,500, accounts payable to three vendors totalling approximately $120,000
and accrued payroll to employees for back pay of $106,000.
The Company experienced a decrease in unearned revenue of $50,200,
from $243,700 at June 30, 1995, to $193,500 at June 30, 1996, a decrease of
nearly 21%. This decrease was primarily attributable to the timing of receipt
of annual renewals by customers for NewsPro maintenance and a decrease of
$40,000 in unearned revenue from Stadium Click Effects sales in 1995 which did
not exist in 1996.
The two sources of cash and working capital during fiscal 1996 were
from operations and from the proceeds from the issuance of common stock.
Specifically, the Company reported net cash provided by operating activities of
$272,900, and net cash provided by financing activities of $5,000.
The Company sold an officer 50,000 shares of restricted common stock
for $5,000 in February 1996 in order to provide additional working capital to
the Company.
The Company's primary uses of cash and working capital during fiscal
1996 were the purchase of some capital assets of approximately $26,000 which
included upgrades to the computer equipment for use in software development and
customer support, and the capitalized cost of computer software development of
approximately $222,000. This development consisted of significant enhancements
to the NewsPro(-Registered Mark-) software including logging and retrieval
capabilities, continued development of the FTM software and initial development
of CDSS.
The availability of working capital in the future will depend upon
generating profitable operations, of which there can be no assurance. In order
to pursue its long-term objectives, including, future product development,
management has continued to explore opportunities for additional capital
infusion to the Company. Subsequent to June 30, 1996, the Company entered into
an agreement for additional capital as disclosed below.
The Company has included in accounts payable at June 30, 1996, a
liability to a vendor of approximately $70,000 including accrued interest which
the Company is obligated to pay pursuant to an order of judgment by default
entered into in 1993. The original balance was approximately $142,000 and the
Company has made arrangements for payment of $4,000 per month including
interest of 8% until the balance is paid. The Company was several monthly
payments in arrears as of June 30, 1996 and is negotiating with the vendor to
settle the debt in full for a lump sum payment. Subsequent to year-end, the
Company was successful in satisfying this outstanding judgment for a reduced
payment.
Management believes that inflation has not had a material impact on
its results of operations.
SUBSEQUENT EVENT - SALE OF PREFERRED STOCK
- - ------------------------------------------
On September 12, 1996, the Company entered into an agreement to sell
4,000,000 shares of newly issued convertible preferred stock to an investor for
$1,000,000. These shares carry a 7% non-cumulative dividend and are
convertible into the Company's common stock on a one-for-one basis commencing
the earlier of one year from the date of issuance or the effective date of a
registration statement registering for sale the shares of common stock issuable
upon conversion of the Series A preferred and ending three years from the date
of issuance. No dividends will be paid on the existing common stock, no
distributions will be made on the common stock, and no shares of common stock
will be redeemed, retired, or otherwise acquired for valuable consideration
until all declared dividends on the Series A have been paid or the Company has
aside a sufficient amount to pay them. The holders of Series A will have
voting rights that are identical to the voting rights of holders of common
stock. As part of the sale of these shares, the purchaser shall have two
representatives on the Company's Board of Directors. The Company will use the
proceeds to accelerate development of new software products, to develop new
markets for its products and for working capital purposes. As of the date of
this Report, the sale of the shares has closed and the Company has received
proceeds of $1,000,000.
Other than the foregoing, management knows of no trends, or other
demands, commitments, events or uncertainties that will result in, or that are
reasonably likely to result in, a material impact on the income and expenses of
the Company.
ITEM 7. FINANCIAL STATEMENTS
- - ------- --------------------
The following financial statements are filed as part of this report:
1. Report of Independent Auditors;
2. Audited Balance Sheet as of June 30, 1996;
3. Audited Statements of Operations as of June 30, 1996 and 1995;
4. Audited Statements of Cash Flow for the years ended June 30,
1996 and 1995;
5. Audited Statement of Changes in Stockholders' Equity for the
year June 30, 1996;
6. Notes to Financial Statements.
All schedules are omitted since the required information is not
present or is not in amounts sufficient to require submission of the schedule,
or because the information required is included in the financial statements and
notes thereto.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
- - ------- ---------------------------------------------------------------
Effective August 10, 1994, the Board of Directors of the Company
decided to change the Company's independent accountant. As discussed
elsewhere, the Company ceased its public reporting responsibility effective
June 1992. Previously, the independent accountant who was engaged as the
principal accountant to audit the Company's financial statements was KPMG Peat
Marwick LLP, which firm last audited the Company's 1991 financial statements.
KPMG Peat Marwick LLP's auditor's report on the consolidated financial
statements of Satellite Information Systems Company and subsidiary as of June
30, 1991 and 1990, and for each of the years in the three-year period ended
June 30, 1991 contained a separate paragraph stating that "the Company's net
loss for the year ended June 30, 1991, current liabilities in excess of current
assets as of June 30, 1991 and debt that is in default raise substantial doubt
about the Company's ability to continue as a going concern." Other than the
foregoing, none of the reports of KPMG Peat Marwick LLP on the financial
statements of the Company for fiscal 1991 or 1990, the last two (2) years
reported on by KPMG Peat Marwick LLP, contained any adverse opinion or
disclaimer of opinion, or was qualified or modified as to uncertainty, audit
scope, or accounting principles. Nor have there been any disagreements between
the Company and KPMG Peat Marwick LLP on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure.
The Company has retained the accounting firm of HEIN + ASSOCIATES,
LLP, to serve as the Company's principal accountant to audit the Company's
financial statements. This relationship was begun August 10, 1994. Prior to
its engagement as the Company's principal independent accountant, HEIN +
ASSOCIATES, LLP had not been consulted by the Company either with respect to
the application of accounting principles to a specified transaction or the type
of audit opinion that might be rendered on the Company's financial statements
or on any matter which was the subject of any prior disagreement between the
Company and its previous certifying accountant.
<PAGE>
<PAGE>
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS,
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.
- - ------- -------------------------------------------------------------
DIRECTORS AND EXECUTIVE OFFICERS
--------------------------------
The name, position with the Company, age of each director and officer
and the period during which each director and/or officer has served are as
follows:
<TABLE>
<CAPTION>
Director and/or Executive
Name and Position in the Company Age Officer Since
- - -------------------------------- --- -------------------------
<S> <C> <C>
Michael J. Ellis, 49 1985
Chairman of the Board,
President and CEO
Robert D.S. Turner, 56 1988
Director, Secretary
and Director of Marketing
Mark S. Boledovich 43 1987
Director, V.P. of
Field Operations
Charles M. Powell 42 1994
Director
Anthony T. Accetta 52 1994
Director
Stephen L. Parrish 44 1995
Chief Financial Officer
(Resigned effective
September 13, 1996)
- - -------------------------------------
</TABLE>
MICHAEL J. ELLIS. Mr. Ellis has been Chairman of the Board,
President and Chief Executive Officer of the Company since February, 1985. Mr.
Ellis was a founder and the President of DI-SYS, Ltd., a wholly owned
subsidiary of the Company from December, 1982 to February, 1985.
ROBERT D.S. TURNER. Mr. Turner joined the Company as Director of
Marketing in February, 1990. On August 24, 1990, he was elected Secretary of
the Company. Prior to joining SISCOM, from January, 1989 to February, 1990,
Mr. Turner had been Branch manager of Structural Dynamics Research Corporation,
Englewood, Colorado, a manufacturer of computer software. From February, 1982
to December, 1988, Mr. Turner was Western Regional Manager - Federal Sales, for
Calma Company, a wholly owned subsidiary of General Electric, engaged in the
design, manufacture and sale of high performance graphic systems.
MARK S. BOLEDOVICH. Mr. Boledovich was with DI-SYS, Ltd., a wholly
owned subsidiary of SISCOM, since September, 1984, and became Vice President of
Field Operations for SISCOM in November, 1986. For four (4) years prior to
joining the Company, he was Operations Manger for TENTIME, a computer
timesharing service bureau.
CHARLES M. POWELL. Pursuant to agreement between Mr. Powell and the
Company, Mr. Powell has been elected and has agreed to serve as a director of
the Company for a period of one (1) year, commencing July 1, 1995, and expiring
July 1, 1996. At the Company's request, Mr. Powell has agreed to continue
serving as a director of the Company until such time as a successor can be
identified and duly elected. Mr. Powell is currently V.P. International
Operations and Chief Financial Officer of Antalys, Inc., a commercial business
applications software company. Prior to his involvement with Antalys, he was
V.P. International Operations and Chief Financial Officer of KaPre Software,
Inc., also a commercial business applications software company. From January
1989 to March 1992, he was Director of International Operations at J.D. Edwards
& Company, a software company that develops and distributes general business
application financial software. Mr. Powell graduated from the University of
Colorado with a Bachelor of Science degree in accounting and finance in 1976
and he received his license as a Certified Public Accountant in 1976. Mr.
Powell serves as a director of four publicly-held companies including: the
Company; Schield Management Company, an investment advisor; The Rockies Fund, a
business development company; and Milestone Capital Corporation, a business
development company.
ANTHONY T. ACCETTA. Mr. Accetta has been elected and has agreed to
serve as a director of the Company until the next annual meeting of
shareholders and until his successor has been elected and qualified. Mr.
Accetta received his Juris Doctor from Vanderbilt Law School in 1968. He was
admitted to the Bar of the State of New York in 1968 and to the Bar of the
State of Colorado in 1975. As an Associate at Shearman and Sterling he
specialized in corporate, securities and litigation matters. As an Assistant
United States Attorney he was responsible for the investigation and prosecution
of major white collar criminal cases involving fraud. Mr. Accetta became the
First Assistant Attorney General for the State of Colorado in January 1975.
Mr. Accetta has operated his own private law practice since 1976 and
specializes in corporate and commercial litigation, as well as in an active
domestic relations practice. He was appointed a Special Prosecutor for the
Tenth Judicial District of Colorado and successfully prosecuted criminal and
civil fraud actions. Mr. Accetta is an expert at the investigation and
prosecution of fraud. He has also enjoyed success in defending white collar
criminal matters. Mr. Accetta is also a trained mediator and arbitrator,
employing Alternative Dispute Resolution in conflict resolution beyond the
exclusive use of litigation.
STEPHEN L. PARRISH. Mr. Parrish joined SISCOM as V.P. Administration
and CFO in September 1995. Prior to that he was V.P. Finance/CFO with Trinidad
Benham Company in Denver, and before that he was V.P. Sales preceded by V.P.
Finance with Granville Phillips Company in Boulder. Mr. Parrish received his
MBA degree from Cornell University, Ithaca, New York and his BA degree from
Colgate University. He became a CPA licensed in Colorado in 1978.
In consideration of their agreement to serve as members of the
Company's Board of Directors, Charles Powell and Anthony Accetta were each
given non-qualified stock options during fiscal year 1996 exercisable to
purchase 25,000 shares of Common Stock at an exercise price of $.34 per share.
In addition, during the fiscal years ended June 30, 1995 and 1996, outside
Directors were reimbursed their expenses associated with attendance at meetings
or otherwise incurred in connection with the discharge of their duties as a
Director. Other than the foregoing, during the fiscal year ended June 30,
1996, no director received any additional compensation or remuneration as a
member of the Company's Board of Directors. The present term of office of each
director will expire at the next annual meeting of shareholders.
The executive officers of the Company are elected annually at the
first meeting of the Company's Board of Directors held after each annual
meeting of Shareholders. Each executive officer will hold office until his
successor is duly elected and qualified, until his resignation or until he
shall be removed in the manner provided by the Company's By-laws.
There were no family relationships among directors, executive
officers, or persons nominated or chosen by the Company to become a director or
executive officer, nor any arrangements or understandings between any director
or executive officer and any other person pursuant to which any director or
executive officer was elected as such.
During the past five years, no director or officer of the Company
has:
(1) Filed or has had filed against him a petition under the federal
bankruptcy laws or any state insolvency law, nor has a receiver, fiscal agent
or similar officer been appointed by a, court for the business or property of
such person, or any partnership in which he was a general partner, or any
corporation or business association of which he was an executive officer at or
within two years before such filings;
(2) Been convicted in a criminal proceeding or is a named subject of
a pending criminal proceeding (excluding traffic violations and other minor
offenses);
(3) Been the subject of any order, judgment, or decree, not
subsequently reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining such person from, or
otherwise limiting his involvement in any type of business, securities or
banking activities.
(4) Been found by a court of competent jurisdiction in a civil
action, the Securities and Exchange Commission or the Commodity Futures Trading
Commission to have violated any federal or state securities or commodities law,
which judgment has not been reversed, suspended, or vacated.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
-------------------------------------------------
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange
Act") requires any person who owns more than ten percent of any class of any
equity security which is registered pursuant to Section 12 of the Exchange Act,
or who is a director or an officer of the issuer of such security, to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission (the "SEC"). Directors, officers, and greater than ten-percent
shareholders are also required by SEC regulation to furnish the issuer of such
securities with copies of all Section 16(a) reports filed.
Specific due dates for these reports have been established and the
Company is required to report any failure to file by these dates during the
last fiscal year. All of these filing requirements were satisfied by the
Company's directors, officers and 10% holders except for one director whose
annual report was filed one (1) day late. In making these statements, the
Company has relied on the written representation of its directors and officers
or copies of the reports that they have filed with the Commission, with copies
to the Company.
ITEM 10. EXECUTIVE COMPENSATION.
- - -------- -----------------------
The following tables and discussion set forth information with
respect to all plan and non-plan compensation awarded to, earned by or paid to
the Chief Executive Officer ("CEO"), and the Company's four (4) most highly
compensated executive officers other than the CEO, for all services rendered in
all capacities to the Company and its subsidiaries for each of the Company's
last three (3) completed fiscal years; provided, however, that no disclosure
has been made for any executive officer, other than the CEO, whose total annual
salary and bonus does not exceed $100,000.
<TABLE>
TABLE 1
SUMMARY COMPENSATION TABLE
<CAPTION>
Long Term Compensation
----------------------------------
Annual Compensation(1) Awards Payouts
-------------------------- --------------------- -------
Other All
Annual Restricted Other
Name and Compen- Stock LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($)(2) ($) SARs ($) ($)
- - --------------- ------- -------- ----- --------- ---------- -------- ------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Michael J. Ellis 1996 90,000 -0- -0- -0- -0- -0- -0-
Chairman, President
and CEO 1995 90,000 -0- -0- -0- -0- -0- -0-
1994 90,000 -0- -0- -0- -0- -0- -0-
- - ------------------------------
</TABLE>
(1) All executive officers of the Company participate in the Company's group
health insurance plan. However, no executive officer received perquisites
and other personal benefits which, in the aggregate, exceeds the lesser of
either $50,000 or 10% of the total annual salary and bonus paid during the
respective fiscal years.
1985 AND 1988 QUALIFIED AND 1987 NONQUALIFIED STOCK OPTION PLANS
- - ----------------------------------------------------------------
The Company has two (2) qualified stock option plans (the "1985 and
1988 Plans") and a nonqualified stock option plan (the "1987 Plan") for the
benefit of the Company's officers, directors and key employees. Under the 1985
and 1988 Plans, 389,443 shares of the Company's common stock are available for
possible issuance. Under the 1987 Plan 190,000 shares of the Company's common
stock are available for possible issuance. The 1985 Plan expires in November,
1995 and includes 259,443 reserved shares. The 1988 Plan expires in November,
1998 and includes 130,000 reserved shares. Grants under the Plans are to be
issued at the fair market value of the shares on the date of grant. In prior
years, 32,500 options were granted pursuant to the 1987 Plan, all of which
subsequently expired unexercised.
In June, 1993 and June, 1994, the Board of Directors granted
nonqualified stock options to two (2) directors/employees and one (former)
employee, to purchase an aggregate of 300,000 and 50,000 shares of the
Company's Common Stock at exercise prices of $.02 and $.20 per share,
respectively. The 300,000 options granted to two (2) directors/employees were
exercised during March, 1995. The 50,000 options granted to one (former)
employee remain unexercised.
In July, 1994, the Company appointed an outside director to the
Company's Board of Directors at which time the Company granted a nonqualified
stock option to this director to purchase 20,000 shares of common stock at an
exercise price of $.20 per share. The options have a term of five years and
are currently exercisable. As of the date of this Report, these options have
not been exercised.
In December, 1994, the Company appointed an outside director to the
Company's Board of Directors at which time the Company granted a nonqualified
stock option to this director to purchase 20,000 shares of common stock at an
exercise price of $.20 per share. The options have a term of five years and
are currently exercisable. As of the date of this Report, these options have
not been exercised.
In December, 1994, the Company retained a third party consultant to
serve as a business advisor at which time the Company granted a nonqualified
stock option to this individual to purchase 20,000 shares of common stock at an
exercise price of $.20 per share. The options have a term of five years and
are currently exercisable. As of the date of this Report, these options have
not been exercised.
In fiscal 1995, the Company granted nonqualified stock options to
purchase 300,000 shares of common stock at an exercise price of $.20 per share,
including 40,000 options to two directors. The options have a term of five
years and of these options, approximately 193,000 are currently exercisable and
the balance vest over the next two years.
During fiscal 1996, the Company granted 157,500 nonqualified stock
options to purchase common stock at exercise prices of $.28 - $.50 per share,
including 50,000 options to directors and 75,000 options to a former officer.
All the options have a term of five years and all but 15,000 are currently
exercisable (which expired upon termination of an employee). In July 1996, the
Company authorized the issuance of an additional 120,000 shares at $.34 per
share to a consultant, which will expire in July 1999.
1989 QUALIFIED STOCK PURCHASE PLAN
- - ----------------------------------
In 1989, the Company adopted an Employee Qualified Stock Purchase
Plan (the "1989 Plan"). All full time employees of the Company who have
completed six (6) months of employment and own less than five percent (5%) of
the Company's common stock are eligible to participate in the 1989 Plan. The
1989 Plan makes available to eligible employees who elect to participate
through payroll deductions 60,000 shares of the Company's authorized but
unissued shares of common stock. As of the date of this Registration
Statement, 2,000 of these shares had been purchase under the 1989 Plan. The
purchase price of the common stock purchased under the 1989 Plan is equal to
eighty-five percent (85%) of the average of the high and low trading prices of
the Company's common stock on the first or last business days of a six-month
subscription period, whichever is lower.
1994 STOCK INCENTIVE PLAN
- - -------------------------
On October 24, 1994, the Board of Directors of the Company approved
and adopted a Stock Incentive Plan (the "1994 Plan"), subject to shareholder
approval. Information with respect to the 1994 Plan appears in the Company's
Proxy Statement delivered to and approved by shareholders in conjunction with a
Special Meeting of Shareholders on October 23, 1995. The Company granted
825,000 options under the Plan of which 760,000 remain outstanding, the
remainder having expired with employee terminations. In June 1996, the Company
granted employees options to purchase in aggregate, 500,000 shares of common
stock at an exercise price of $.34 to $.374 per share including options to the
Company president to purchase 100,000 shares. The options have a term of seven
years. One-half of these options are currently exercisable and the other half
vest ratably over three years. As these recent grants are in excess of the
amount reserved for issuance under the 1994 Plan, they will require additional
shareholder approval. If approval is not obtained, such options will remain
outstanding as nonqualified stock options.
The following table sets forth certain information concerning the
exercise of incentive stock options during the last completed fiscal year by
each of the named executive officers and the fiscal year-end value of
unexercised options on an aggregated basis:
<TABLE>
TABLE 2
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
----------------------------------------------------
<CAPTION>
Value of
Number of Unexercised
Unexercised In-the-Money
Options/SARs Options/SARs
at FY-End (#) at FY-End ($) (1)
Shares Acquired Value Realized Exercisable Exercisable/
Name on Exercise (#) ($) (Unexercisable) Unexercisable
- - ---------------- --------------- -------------- --------------- -----------------
<S> <C> <C> <C> <C>
Michael J. Ellis -0- $-0- 333,333 $65,000 (2)
(266,667)
- - ------------------------------
<PAGE>
</TABLE>
(1) The value of unexercised options is determined by calculating the
difference between the fair market value of the securities underlying the
options at fiscal year end and the exercise price of the options.
(2) Mr. Ellis has 500,000 and 100,000 options exercisable at $.22 and $.374
per share respectively. The fair market value of the securities underlying
Mr. Ellis' options at fiscal year end was $.35 per share based upon the
average of the closing bid and ask prices of the Common Stock as quoted on
the OTC Electronic Bulletin Board. Accordingly, at fiscal year end, Mr.
Ellis' options were worth $0.13 and $0.00 per share respectively or
$65,000 in total.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
- - -------- --------------------------------------------------------------
The following table sets forth, as of September 24, 1996, and as
adjusted for the sale of Option Stock, the stock ownership of each person known
by the Company to be the beneficial owner of five (5%) percent or more of the
Company's common stock, all directors individually and all directors and
officers of the Company as a group. Each person has sole voting and investment
power with respect to the shares shown, except as noted.
<TABLE>
<CAPTION>
Name & Address Shares Beneficially Owned
of Beneficial Owner Number Percent (1)
- - ------------------- ------- -----------
<S> <C> <C>
Michael J. Ellis (2)
7464 Arapahoe Avenue, Suite B-17
Boulder, Colorado 80303 803,828 23.7%
C.M. Capital Corporation
525 University Ave., Suite 1500
Palo Alto, California 94301 700,000 11.8%
Steven M. Bathgate (3)(4)
6300 S. Syracuse Way, Suite 430
Englewood, Colorado 80111 520,000 8.8%
Eugene C. McColley (4)(5)
6300 S. Syracuse Way, Suite 430
Englewood, Colorado 80111 440,000 7.4%
Robert D.S. Turner (6)
7464 Arapahoe Avenue, Suite B-17
Boulder, Colorado 80303 100,000 3.0%
Mark S. Boledovich (7)
7464 Arapahoe Avenue, Suite B-17
Boulder, Colorado 80303 200,000 6.3%
Charles M. Powell (8)
4475 Walnut, Suite 2-D
Boulder, Colorado 80301 45,000 .8%
Anthony T. Accetta (9)
1400 Glenarm Place, Suite 202
Denver, Colorado 80202 45,000 .8%
All Officers and Directors
as a Group (5 Persons) 1,193,828 34.6%
- - ------------------------------
</TABLE>
(1) Shares not outstanding but beneficially owned by virtue of the
individuals' right to acquire them as of the date of this Report, or
within sixty (60) days of such date, are treated as outstanding when
determining the percent of the class owned by such individual and when
determining the percent of the class owned by the group. The additional
shares included hereby are 854,000 shares.
(2) Does not include Incentive Stock Options exercisable to acquire up to
500,000 shares and 100,000 shares of the Registrant's Common Stock at an
exercise price of $.22 and $.374 per share respectively, which are subject
to future vesting.
(3) Includes warrants to purchase 260,000 shares of the Registrant's Common
Stock at an exercise price of $1.00 per share.
(4) Includes 120,000 shares of the Registrant's Common Stock and warrants
exercisable to purchase 120,000 shares of Common Stock beneficially owned
by Kiawah Partners, a Colorado general partnership in which Mr. Bathgate
and Mr. McColley are each 50% general partners. Mr. Bathgate and Mr.
McColley each disclaim beneficial ownership of 60,000 shares of Common
Stock and warrants exercisable to purchase 60,000 additional shares of
Common Stock owned by Kiawah Partners for purposes of Section 16 of the
Securities Exchange Act of 1934, as amended.
(5) Includes warrants to purchase 220,000 shares of the Registrant's Common
Stock at an exercise price of $1.00 per share.
(6) Does not include Incentive Stock Options exercisable to acquire up to
25,000 and 54,000 shares of the Registrant's Common Stock at an exercise
price of $.20 and $.34 per share respectively, which are subject to future
vesting.
(7) Does not include Incentive Stock Options exercisable to acquire up to
100,000 and 75,000 shares of the Registrant's Common Stock at an exercise
price of $.20 and $.34 per share respectively, which are subject to future
vesting.
(8) Consists of nonqualified stock options exercisable to purchase 20,000 and
25,000 shares of the Registrant's Common Stock at an exercise price of
$.20 and $.34 per share respectively.
(9) Consists of nonqualified stock options exercisable to purchase 20,000 and
25,000 shares of the Registrant's Common Stock at an exercise price of
$.20 and $.34 per share respectively.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- - -------- ----------------------------------------------
In October 1991, the Company entered into a transaction with C.M.
Capital Corporation ("C.M. Capital") pursuant to which C.M. Capital loaned the
Company approximately $230,000, of which $170,000 was used to repay a note
payable to a bank. In consideration for this loan, the Company issued to C.M.
Capital a warrant exercisable through October 1996 to purchase 660,000 shares
of Common Stock at $.15 per share (the "C.M. Capital Warrant"). The Company
valued this warrant at $20,000, which has resulted in interest expense at
approximately 15% on the balance outstanding under this note during 1993 and
1994. The note was fully repaid during 1994. In 1993, this entity purchased
500,000 shares of common stock for $.02 a share. At this time, the Board of
Directors of the Company considered several factors in its determination of the
fair market value of the Company's restricted Common Stock. Those factors
included (i) the absence of a liquid trading market for the Company's Common
Stock, (ii) the continued substantial doubt as to the ability of the Company to
continue as a going concern, (iii) the lack of profitable operating history of
the Company, (iv) the magnitude of the Company's working capital deficit, and
(v) the restricted nature of the shares. Accordingly, the Board of Directors
determined $.02 to be the market value of a share of the Company's Common
Stock. In April, 1994, the Company and C.M. Capital agreed in principle to
exchange the C.M. Capital Warrant for 200,000 shares of the restricted Common
Stock of the Company. Documents effecting the exchange were formally executed
in December, 1994. All of the securities issued to C.M. Capital were taken for
investment and were subject to appropriate transfer restrictions were issued
without registration under the Securities Act of 1933 (the "Act") in reliance
upon the exemption provided in Section 4(2) of the Act. These securities are
"restricted securities" and may only be resold pursuant to a subsequent
registration under the Act or an exemption from those registration
requirements, including Rule 144 thereunder.
In February, 1995, the Company formed a subsidiary corporation. The
new venture, Event Marketing Systems International, Inc. ("EMSI, Inc."),
markets software and hardware products to the sports industry. EMSI, Inc. is
owned 80% by SISCOM and 20% by four individuals. The four individual owners
include Michael J. Ellis, who is also the president and founder of SISCOM, Cord
Periera, who is executive vice president of Diamond Sports, Douglas Piper, co-
founder and president of S.R.O Partners, and Kenneth Wilson, president of
Wilson Sports Marketing.
ITEM 13. EXHIBITS, FINANCIAL STATEMENTS AND REPORTS ON FORM 8-K
- - -------- ------------------------------------------------------
FINANCIAL STATEMENTS
--------------------
The following financial statements are filed as part of this report:
1. Report of Independent Auditors;
2. Audited Balance Sheet as of June 30, 1996;
3. Audited Statements of Operations as of June 30, 1996 and 1995;
4. Audited Statements of Cash Flow for the years ended June 30,
1996 and 1995;
5. Audited Statement of Stockholders' Equity for the years ended
June 30, 1996 and 1995;
6. Notes to Financial Statements.
EXHIBITS
--------
a. The following Exhibits are filed as part of this Report pursuant
to Item 601 of Regulation S-B:
Exhibit No. Title
----------- -----
* 2.1 Amended and Restated Articles of Incorporation
* 2.2 Certificate of Trade or Assumed Name
* 2.3 By-laws
* 3.1 Specimen Common Stock Certificate
* 3.2 1987 Non-Statutory Stock Option Plan
* 3.3 1988 Incentive Stock Option Plan, incorporated by reference
from the Company's Registration Statement on Form S-8 filed
with the Commission in June, 1989
* 3.4 1989 Employee Qualified Stock Purchase Plan, incorporated
by reference from the Company's Registration Statement on
form S-8 filed with the Commission in March, 1990
* 3.5 1994 Stock Incentive Plan
4.0 Certificate of Designations of Series A Convertible
Preferred Stock
* 5.0 Lease Agreement
* 10.1 Cross-Receipt between the Company and C.M. Capital
Corporation
10.2 Agreement for Purchase and Sale of Preferred Stock
* 16.1 Letter on Change in Certifying Accountant
_________________________
* Incorporated by reference from the Company's General Form for Registration
of Securities of Small Business Issuers on Form 10-SB, as amended, SEC
file number 0-12541.
REPORTS ON FORM 8-K
- - -------------------
The Registrant did not file any Current Reports on Form 8-K during
the Fourth Quarter ended June 30, 1996.
<PAGE>
<PAGE>
SATELLITE INFORMATION SYSTEMS COMPANY
AND SUBSIDIARY
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED
JUNE 30, 1996 AND 1995
<PAGE>
<PAGE>
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Independent Auditor's Report . . . . . . . . . . . . . . . . . . . . . F-2
Consolidated Balance Sheet - June 30, 1996 . . . . . . . . . . . . . . F-3
Consolidated Statements of Operations - For the Years
Ended June 30, 1996 and 1995 . . . . . . . . . . . . . . . . . . . . . F-4
Consolidated Statement of Stockholders' Equity - For
the Period from July 1, 1994 through June 30, 1996 . . . . . . . . . . F-5
Consolidated Statements of Cash Flows - For the Years
Ended June 30, 1996 and 1995 . . . . . . . . . . . . . . . . . . . . . F-6
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . F-7
</TABLE>
<PAGE>
<PAGE>
INDEPENDENT AUDITOR'S REPORT
Board of Directors
Satellite Information Systems Company
Boulder, Colorado
We have audited the accompanying consolidated balance sheet of Satellite
Information Systems Company and subsidiary as of June 30, 1996, and the related
consolidated statements of operations, changes in stockholders' equity and cash
flows for the years ended June 30, 1996 and 1995. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Satellite
Information Systems Company and subsidiary as of June 30, 1996, and the results
of their operations and their cash flows for the years ended June 30, 1996 and
1995 in conformity with generally accepted accounting principles.
Hein + Associates llp
Denver, Colorado
August 26, 1996 (except for Note 7,
as to which the date is September 16, 1996)
<PAGE>
<PAGE>
<TABLE>
SATELLITE INFORMATION SYSTEMS COMPANY
CONSOLIDATED BALANCE SHEET
JUNE 30, 1996
ASSETS
<S> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 89,000
Receivables:
Trade, less allowance for doubtful accounts
of $10,000 32,000
Other 1,900
Inventory 21,900
Prepaid expenses and other 3,100
------------
Total current assets 147,900
PROPERTY AND EQUIPMENT:
Computer equipment 439,400
Office furniture and equipment 44,300
------------
Less accumulated depreciation (358,500)
------------
Net property and equipment 125,200
SOFTWARE DEVELOPMENT COSTS, net of accumulated
amortization of $2,032,900 297,300
OTHER ASSETS 3,500
------------
TOTAL ASSETS $ 573,900
===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 174,700
Accrued liabilities and other 179,900
Unearned revenue 193,500
-------------
Total current liabilities 548,100
Minority Interest 4,700
STOCKHOLDERS' EQUITY:
Preferred stock, no par value, 100,000,000
shares authorized; none outstanding -
Common stock, no par value; 100,000,000
shares authorized; 5,067,687 shares
issued and outstanding 1,931,400
-------------
Accumulated deficit (1,910,300)
-------------
Total stockholders' equity 21,100
-------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 573,900
============
</TABLE>
See accompanying notes to these consolidated financial statements.
<PAGE>
<PAGE>
<TABLE>
SATELLITE INFORMATION SYSTEMS COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
<CAPTION>
For the Years Ended
June 30,
-----------------------------
1996 1995
----------- -----------
<S> <C> <C>
Net Revenues:
Software and related services $ 785,900 $ 988,400
Hardware 186,500 53,100
----------- -----------
Total revenues 972,400 1,041,500
Costs and Expenses:
Costs of sales 602,200 517,400
Operating, general and administrative 428,400 483,600
Depreciation and amortization 42,300 33,300
Minority interest 2,900 1,800
----------- -----------
Total expenses 1,075,800 1,036,100
----------- -----------
Net Income (Loss) $ (103,400) $ 5,400
=========== ==========
Net Income (Loss) Per Common Share $ (0.02) $ *
=========== ===========
Weighted Average Common Shares Outstanding 5,014,000 4,370,000
========= =========
- - ------------------------------
* Less than $.01 per share.
</TABLE>
See accompanying notes to these consolidated financial statements.
<PAGE>
<PAGE>
<TABLE>
SATELLITE INFORMATION SYSTEMS COMPANY
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM JULY 1, 1994 THROUGH JUNE 30, 1996
<CAPTION>
Common Stock Treasury Stock Total
----------------------------------------------- Accumulated Stockholders'
Shares Amount Shares Amount Deficit Equity
---------- ----------- ------- ---------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Balances, July 1, 1994 3,896,395 $1,801,100 93,708 $(172,000) $(1,812,300) $(183,200)
Sale of common stock 690,000 276,300 - - - 276,300
Shares issued in connection with:
Warrant conversion 200,000 - - - - -
Exercise of stock options 300,000 6,000 - - - 6,000
Net income - - - - 5,400 5,400
---------- ----------- -------- ---------- ------------ ----------
Balances, June 30, 1995 5,086,395 2,083,400 93,708 (172,000) (1,806,900) 104,500
Retirement of treasury stock (93,708) (172,000) (93,708) 172,000 - -
Issuance of stock to an officer
for services and cash 75,000 20,000 - - - 20,000
Net loss - - - - (103,400) (103,400)
---------- ----------- -------- ---------- ------------ ----------
Balances, June 30, 1996 5,067,687 $1,931,400 - $ - $(1,910,300) $ 21,100
========= ========== ======== ========== ============ =========
</TABLE>
See accompanying notes to these consolidated financial statements.
<PAGE>
<PAGE>
<TABLE>
SATELLITE INFORMATION SYSTEMS COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>
For the Years Ended
June 30,
-----------------------------
1996 1995
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (103,400) $ 5,400
Adjustments to reconcile net income (loss)
to net cash from operating activities:
Depreciation and amortization 197,600 149,900
Issuance of common stock for services 15,000 -
Minority interest 2,900 1,800
Other - 2,300
Changes in operating assets and liabilities:
Receivables 134,300 (126,300)
Inventories (21,900) 41,500
Prepaid expenses and other 21,800 (7,000)
Accounts payable 13,100 (45,200)
Accrued liabilities 63,700 58,700
Unearned revenue (50,200) (91,800)
---------- ----------
Net cash provided by (used in) operating activities272,900 (10,700)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (26,300) (97,200)
---------- ----------
Capitalized software development costs (221,500) (178,700)
---------- ----------
Net cash used in investing activities (247,800) (275,900)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from exercise of common stock options - 6,000
Proceeds from issuance of common stock 5,000 276,300
---------- ----------
Net cash provided by financing activities 5,000 282,300
NET INCREASE (DECREASE) IN CASH 30,100 (4,300)
---------- ----------
CASH AND CASH EQUIVALENTS, at beginning of period 58,900 63,200
---------- ----------
CASH AND CASH EQUIVALENTS, at end of period $ 89,000 $ 58,900
========= =========
</TABLE>
See accompanying notes to these consolidated financial statements.
<PAGE>
<PAGE>
SATELLITE INFORMATION SYSTEMS COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
------------------------------------------
Nature of Operations and Principles of Consolidation -
-----------------------------------------------------
Satellite Information Systems Company (SISCOM) was incorporated in the
State of Colorado on September 29, 1982. SISCOM operates as a software
development company that provides computer based products and services to the
electronic media and sports industry. On February 8, 1995, SISCOM formed a new
subsidiary, called Event Marketing Systems International, Inc. (EMSI). SISCOM
owns 80% of the outstanding stock of EMSI, with four other individuals,
including the Company's president, owning 5% each. EMSI markets and supports
software solutions to the sports industry. Operations of EMSI have
substantially been curtailed subsequent to year-end. The consolidated
financial statements include the accounts of SISCOM and EMSI. All significant
intercompany accounts and transactions have been eliminated in consolidation.
Inventory -
---------
Inventory consists of finished goods. Costs of finished goods is based on
specific identification.
Property and Equipment -
----------------------
Property and equipment are stated at cost. Depreciation of property and
equipment is calculated using the straight-line method over the estimated
useful lives of the respective assets (approximately 5 years). The cost of
normal maintenance and repairs is charged to operating expenses as incurred.
Material expenditures which increase the life of an asset are capitalized and
depreciated over the estimated remaining useful life of the asset. The cost of
properties sold, or otherwise disposed of, and the related accumulated
depreciation or amortization are removed from the accounts, and any gains or
losses are reflected in current operations.
Software Development Costs -
--------------------------
The Company capitalizes costs of producing software to be sold, leased, or
otherwise marketed, incurred subsequent to establishing technological
feasibility in accordance with Financial Accounting Standards Statement No. 86.
Amortization of capitalized software development costs is computed on a
product-by-product basis. The annual amortization is the greater of the amount
computed using the ratio of current gross revenue for a product to the total of
current and anticipated future gross revenue for that product or the straight-
line method, not to exceed three years. In addition, management periodically
compares the unamortized capitalized costs for each product to the net
realizable value of that product. The amount by which the unamortized
capitalized costs exceed the net realizable value is charged to operations.
The total amount charged to expense in the statements of operations for
amortization of capitalized software costs was $155,300 and $116,600 for the
years ended June 30, 1996 and 1995, respectively, and is included in cost of
sales. Total amounts charged to research and development for software
development was $14,400 and $35,500 for the years ended June 30, 1996 and 1995,
respectively.
Costs incurred in researching, designing and planning for the development
of new software are classified as research and development expenses and are
charged to operations as incurred. Such amounts have been immaterial for the
periods presented.
Unearned Revenue -
----------------
Unearned revenue primarily represents payments received on deferred
maintenance contracts that has not been earned. The amounts are amortized into
revenue on a monthly basis over the life of the contract.
Revenue Recognition -
-------------------
Revenue from the sale of computer equipment and the licensing of the
Company's proprietary software to end users, predominantly in the broadcast and
sports industries, is recognized when the software is delivered and the Company
has substantially performed all material obligations relating to the sale
agreement and collectibility is deemed probable by management. Revenue from
software services is recognized ratably over its contractual period or as the
services are performed.
Costs for maintenance and customer support are charged to expense when the
related revenue is recognized or when those costs are incurred, whichever
occurs first.
Income Taxes -
------------
The Company accounts for income taxes on the liability method. Deferred
tax assets and liabilities are determined based on the difference between the
financial statement and tax bases of assets and liabilities using enacted tax
rates in effect for the year in which the differences are expected to reverse.
Net Income (Loss) Per Common Share -
----------------------------------
Net income (loss) per common share is calculated using the weighted
average number of common shares outstanding plus dilutive common stock
equivalents as calculated under the treasury stock method. For fiscal 1996 and
1995, common stock equivalents have been excluded as their effect would be
immaterial or antidilutive.
Statement of Cash Flows -
-----------------------
For purposes of the statement of cash flows, the Company considers all
highly liquid debt instruments purchased with an original maturity of three
months or less to be cash equivalents. The Company paid no income taxes during
the two year period ended June 30, 1996. Cash paid for interest was $3,200 and
$20,000 for the years ended June 30, 1996 and 1995, respectively.
Use of Estimates -
----------------
The preparation of the Company's consolidated financial statements in
conformity with generally accepted accounting principles requires the Company's
management to make estimates and assumptions that affect the amounts reported
in these financial statements and accompanying notes. Actual results could
differ from those estimates.
The Company's financial statements are based upon certain significant
estimates, including the recoverability of software development costs and the
valuation allowance for deferred tax assets. Due to the uncertainties inherent
in the estimation process, it is at least reasonably possible that these
estimates could materially change within the next year.
Financial Instruments -
---------------------
Statement of Financial Accounting Standards No. 107 requires all entities
to disclose the fair value of certain financial instruments in their financial
statements. Accordingly, at June 30, 1996, management's best estimate is that
the carrying amount of cash and equivalents, receivables, accounts payable, and
accrued expenses approximate fair value due to the short maturity of these
instruments.
Reclassification -
----------------
Certain reclassifications have been made to 1995 balances to conform to
1996 presentations. Such reclassifications had no effect on net income or
loss.
Impact of Recently Issued Accounting Standards -
----------------------------------------------
In March 1995, the Financial Accounting Standards Board issued a new
statement titled "Accounting for Impairment of Long-Lived Assets." This new
standard is effective for years beginning after December 15, 1995 and would
change the Company's method of determining impairment of long-lived assets.
Although the Company has not performed a detailed analysis of the impact of
this new standard on the Company's financial statements, the Company does not
believe that adoption of the new standard will have a material effect on the
financial statements.
In October 1995, the Financial Accounting Standards Board issued a new
statement titled "Accounting for Stock-Based Compensation" (FAS 123). The new
statement is effective for fiscal years beginning after December 15, 1995.
FAS 123 encourages, but does not require, companies to recognize compensation
expense for grants of stock, stock options, and other equity instruments to
employees based on fair value. Companies that do not adopt the fair value
accounting rules must disclose the impact of adopting the new method in the
notes to the financial statements. Transactions in equity instruments with
non-employees for goods or services must be accounted for on the fair value
method. The Company currently does not intend to adopt the fair value
accounting prescribed by FAS 123 for employees, and will be subject only to the
disclosure requirements prescribed by FAS 123. However, the Company intends to
continue its analysis of FAS 123 and may elect to adopt its provisions in the
future.
2. STOCKHOLDERS' EQUITY:
--------------------
Preferred Stock -
---------------
The Company has authorized 100,000,000 shares of preferred stock which may
be issued in such series and preferences as determined by the Board of
Directors (see Note 7).
Stock Issuances -
---------------
In fiscal 1992, as additional consideration for a loan, the Company issued
a warrant to purchase 660,000 shares of common stock at $.15 per share,
exercisable through October 1996. In fiscal 1995, the Company exchanged the
warrant for 200,000 shares of common stock.
In June 1994, the Company sold 440,000 units for $110,000. Each unit
consisted of one share of the Company's common stock and one common stock
purchase warrant (warrant). Each warrant is exercisable for a period of five
years to purchase one additional share of the Company's common stock at an
exercise price of $1.00 per share.
In November 1994, the Company sold 200,000 units for $50,000. Each unit
consisted of one share of the Company's common stock and one common stock
purchase warrant (warrant). Each warrant is exercisable for a period of five
years to purchase one additional share of the Company's common stock at an
exercise price of $1.00.
In January 1995, the Company borrowed $60,000 in the form of two bridge
loans to be repaid from the proceeds of its anticipated May 1995 private
placement. These loans carried an interest rate of 12% per annum and a one-
year maturity. As part of the transaction, the lenders also received warrants
to purchase 60,000 shares of common stock exercisable for 3 years at an
exercise price of $.25 per share. These loans have been repaid.
In May 1995, the Company completed a private placement offering of
490,000 units at $.50 per unit for a total of $245,000 less issuance costs of
$19,000. Each unit consisted of one share of restricted common stock and one
common stock purchase warrant exercisable until January 31, 1998 at an exercise
price of $1.00 per share. In September 1995, the Company granted in effect a
warrant to purchase 49,000 units at $.50 per unit to certain persons who
assisted in this offering. The warrant is exercisable through April 2000.
In fiscal 1996, the Company sold 75,000 shares to an officer for $5,000 in
cash and services. The Company valued the services at $15,000 for financial
reporting purposes based on the trading price of the Company's common stock.
In 1989, the Company adopted an Employee Qualified Stock Purchase Plan
(`89 Plan). All full time employees of the Company who have completed six
months of employment and own less than five percent of the Company's common
stock are eligible to participate in the `89 Plan. The `89 Plan, makes
available 60,000 shares of the Company's authorized but unissued shares of
stock. As of June 30, 1996, 2,000 shares had been purchased under the `89
Plan. The purchase price of the common stock purchased under the `89 Plan will
generally be 85% of the market value of the Company's common stock.
Stock Options -
-------------
In 1987, the Company installed a nonqualified stock option plan (the `87
Plan) which includes 157,500 reserved shares and which expires in 1997. In
1988, the Company installed a qualified stock option plan (the `88 Plan) which
includes 130,000 reserved shares and which expires in 1998. Grants under the
Plans are to be issued at the fair market value of the shares at the date of
grant. Currently, there are no options outstanding under the Plans.
In fiscal 1993 and 1994, the Board of Directors granted nonqualified stock
options to two directors/employees to purchase an aggregate of 300,000 and
50,000 shares of common stock at an exercise price of $.02 and $.20 per share,
respectively. The options were exercised in March 1995 at $.02 a share for
consideration of $6,000. The 50,000 remaining options remain outstanding.
In fiscal 1995, the Company's shareholders approved a stock incentive plan
(Plan). Under the Plan, the Company is authorized to grant incentive stock
options or nonqualified stock options, exercisable to purchase, in the
aggregate, 1,000,000 shares of the Company's common stock. In January 1995,
the Company's Board of Directors approved the grant of incentive stock options
to purchase, in aggregate, 825,000 shares of common stock at exercise prices of
$.20 - $.22 per share to the Company's employees, including options to purchase
500,000 shares to the Company's president. The options have a term of five to
seven years, one half of which are currently exercisable and one half of which
vest ratably over three years. Currently, 760,000 of the original 850,000
options granted are outstanding, the remainder having expired with employee
terminations. In June 1996, the Company granted employees options to purchase
in aggregate, 500,000 shares of common stock at an exercise price of $.34 to
$.374 per share including options to purchase 100,000 shares to the Company's
president. The options have a term of five to seven years. One-half of the
options are currently exercisable and the other half vest ratably over three
years. As these grants were in excess of the amount reserved for issuance
under the Plan, additional shareholder approval will be required. The Board of
Directors has approved increasing the shares reserved under the Plan to
1,500,000 shares. If shareholder approval is not obtained, such options will
remain outstanding as nonqualified stock options. Subsequent to year-end, an
officer resigned and 50,000 of the options which were not vested have expired.
In fiscal 1995, the Company granted nonqualified stock options to purchase
300,000 shares of common stock at an exercise price of $.20 per share,
including 40,000 options to two directors. The options have a term of five
years and of these options, approximately 193,000 are currently exercisable and
the balance vest over the next two years.
During fiscal 1996, the Company granted 157,500 nonqualified stock options
to purchase common stock at exercise prices of $.28 - $.50 per share, including
50,000 options to directors and 75,000 options to a former officer. All the
options have a term of five years and all but 15,000 are currently exercisable
(which expired upon termination of an employee). In July 1996, the Company
authorized the issuance of an additional 120,000 shares at $.34 per share to a
consultant, which will expire in July 1999.
Options outstanding are as follows:
<TABLE>
<CAPTION>
Non-Qualified Qualified
-------------------------- --------------------------
Options Prices Options Prices
--------- ---------- --------- -----------
<S> <C> <C> <C> <C>
July 1, 1994 360,000 $.02 - .91 - $ -
Granted 300,000 .20 825,000 .20 - .22
Exercised (300,000) .02 - -
Expired (10,000) .91 - -
--------- ---------- ---------- -----------
June 30, 1995 350,000 .20 825,000 .20 - .22
Granted 157,500 .28 - .50 500,000 .34 - .374
Exercised - -
Expired (15,000) (65,000) .20
--------- ---------- ---------- -----------
June 30, 1996 492,500 $.20 - .50 1,260,000 $.20 - .374
======= ========== ========= ===========
</TABLE>
Warrants outstanding are as follows:
<TABLE>
<CAPTION>
Warrants Prices
--------- ------
<S> <C> <C>
June 1994 offering 440,000 $ 1.00
November 1994 offering 200,000 1.00
January 1995 bridge loan 60,000 .25
May 1995 offering 539,000 1.00
May 1995 offering 49,000 .50
---------
1,288,000
=========
</TABLE>
3. INCOME TAXES:
------------
Deferred tax assets (liabilities) are comprised of the following at
June 30, 1996:
<PAGE>
<TABLE>
<CAPTION>
Long-Term
------------
<S> <C>
Deferred asset (liabilities):
Net operating loss carryforward $ 1,512,000
Capitalized software basis differences (112,000)
------------
Net deferred tax asset 1,400,000
Less valuation allowance (1,400,000)
------------
$ -
============
</TABLE>
The Company has accumulated net operating loss carryforwards of
approximately $4,000,000 for income tax purposes as of June 30, 1996. The
Company also has general business tax credit carryforwards of $139,000. These
amounts expire periodically through 2011 if not utilized sooner.
4. RETIREMENT PLAN:
---------------
The Company has established a defined contribution retirement plan.
Employees obtain eligibility in the plan after one year of service. Eligible
employees are allowed to defer a portion of their pay up to the lesser of
(i) the maximum amount allowed pursuant to IRS regulations or (ii) 15% of their
annual salary. The Company may match up to 50% of employee contributions,
limited to the smaller of 6% of an employee's salary or 10% of the Company's
pretax earnings. The Company made no matching contributions to the plan for
fiscal years 1996 or 1995. Participants are entitled, upon termination or
retirement, to their vested portion of the retirement fund assets.
5. MAJOR CUSTOMERS AND SIGNIFICANT CONCENTRATIONS OF CREDIT RISK:
-------------------------------------------------------------
As a result of large turnkey software sales, which included hardware,
software, and related services, the following customers comprised greater than
10% of total revenue.
<TABLE>
<CAPTION>
Years Ended June 30,
--------------------
Customer 1996 1995
-------- ---- ----
<S> <C> <C>
A - 10%
B - 18%
C 10% -
</TABLE>
Substantially all revenues and receivables are derived from sales to the
electronic media and sports industries. The Company's customers are generally
geographically located in the United States. There are no receivables from the
major customers listed above at June 30, 1996. Financial instruments that
subject the Company to concentrations of credit risk consist primarily of trade
receivables. Trade receivables are generally not collateralized.
6. COMMITMENTS:
-----------
Office Lease -
------------
The Company leases its office space under a noncancellable operating lease
which expired in August 1996. The Company is leasing the office space on a
month-to-month basis. Total rental expense was $38,325 and $36,700 for the
years ended 1996 and 1995, respectively.
Judgment Order -
--------------
Included in accounts payable at June 30, 1996 is a liability to a vendor
of which the Company is obligated to pay pursuant to an order of judgment by
default entered into in 1993. The original balance was approximately $142,000
and the balance at June 30, 1996 is approximately $70,000. The Company is
attempting to negotiate a settlement of this debt at a lower amount. This
obligation bears interest at an annual rate of 8%.
7. Subsequent Events:
-----------------
Subsequent to June 30, 1996, the Company's Board of Directors has
authorized 4,000,000 shares of no par value Series A Convertible Preferred
Stock (Series A) to be sold to an investor group for $1,000,000. Series A has
noncumulative dividends at an annual rate of $.0175 per share, which will only
be paid out of the net profits or surplus of the Company as determined by the
Board of Directors. No dividends will be paid on the common stock, no
distributions will be made on the common stock, and no shares of common stock
will be redeemed, retired, or otherwise acquired for valuable consideration
until all declared dividends on the Series A have been paid, or the Company has
set aside a sufficient amount to pay them. The Series A has a liquidation
preference of $.25 per share. The holders of Series A have voting rights that
are identical to the voting rights of holders of common stock. At the option
of the holder, the shares of Series A are convertible into shares of the
Company's common stock on a one-for-one basis. The Series A is only
convertible during the period commencing the earlier of one year from the date
of issuance, or the effective date of a registration statement registering for
sale the shares of common stock issuable upon conversion of the Series A, and
ending three years from the date of issuance. Holders of Series A have the
right to demand that the Company file a registration statement to register for
sale the shares of common stock received upon conversion. All costs of such
registration shall be paid by the Company. Conversion values shall be adjusted
for stock splits and combinations.
As part of the sale of these shares, the purchaser shall have two
representatives on the Company's Board of Directors. Furthermore, among other
things, the Company shall not issue new common stock or stock options or incur
additional debt without the approval of the designated representatives of the
Series A holders.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Annual Report to be
signed on its behalf by the undersigned, thereunto duly authorized.
SATELLITE INFORMATION SYSTEMS COMPANY
Date: 10/15/96 By: /s/ Michael J. Ellis
--------------------- -------------------------------
Michael J. Ellis, President
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.
Signature Position Date
- - --------- -------- ----
/s/ Michael J. Ellis Chairman of the Board, 10/15/96
- - ------------------------------- President and Chief ----------
Michael J. Ellis Executive Officer
/s/ Mark S. Boledovich Director, Acting Chief 10/15/96
- - ------------------------------- Financial Officer ----------
Mark S. Boledovich
/s/ Robert D. S. Turner Director 10/15/96
- - ------------------------------- ----------
Robert D. S. Turner
/s/ Anthony T. Accetta Director 10/15/96
- - ------------------------------- ----------
Anthony T. Accetta
/s/ Charles M. Powell Director 10/15/96
- - ------------------------------- ----------
Charles M. Powell
<PAGE>
EXHIBIT 4.0
-----------
CERTIFICATE OF DESIGNATION OF
RIGHTS AND PREFERENCES OF SERIES A
CONVERTIBLE PREFERRED STOCK
OF SATELLITE INFORMATION SYSTEMS COMPANY
---------------------------------------------------------
Pursuant to Section 7-106-102 of the
General Corporation Law of the State of Colorado
---------------------------------------------------------
SATELLITE INFORMATION SYSTEMS COMPANY, a corporation organized and
existing under the laws of the State of Colorado (the "Company"), DOES HEREBY
CERTIFY that pursuant to the authority contained in its Articles of
Incorporation, as amended, and in accordance with the provisions of the General
Corporation Law of the State of Colorado, the Company's Board of Directors has
duly adopted the following resolution creating a series of the class of its
authorized Preferred Stock, designated as Series A Convertible Preferred Stock:
RESOLVED THAT:
Whereas, by virtue of the authority contained in its Articles of
Incorporation, as amended, the Company has the authority to issue One
Hundred Million (100,000,000) shares of no par value Preferred Stock, the
designation and amount thereof and series, together with the powers,
preferences, rights, qualifications, limitations or restrictions thereof,
to be determined by the Board of Directors pursuant to the applicable law
of the State of Colorado;
Now therefore, the Company's Board of Directors hereby establishes a
series of the class of Preferred Stock authorized to be issued by the
Company as above stated, with the designations and amounts thereof,
together with the voting powers, preferences and relative, participating,
optional and other special rights of the shares of each such series, and
the qualifications, limitations or restrictions thereof, to be as follows:
1. DESIGNATIONS AND AMOUNTS.
------------------------
Four Million (4,000,000) shares of the Company's authorized Preferred
Stock are designated as Series A Convertible Preferred Stock.
2. DEFINITIONS.
-----------
For the purposes of this Resolution the following definitions shall
apply:
(1) "Board" shall mean the Board of Directors of the Company.
(2) "Company" shall mean Satellite Information Systems Company, a
Colorado corporation.
(3) "Original Issue Date" for a series of Preferred Stock shall mean
the date on which the first share of such series of Preferred Stock
was originally issued.
(4) "Preferred Stock" shall refer to Series A Convertible Preferred
Stock.
(5) "Common Stock" shall refer to the Company's no par value common
stock.
(6) "Subsidiary" shall mean any corporation at least 50% of whose
outstanding voting stock shall at the time be owned directly or
indirectly by the Company or by one or more Subsidiaries.
3. DIVIDENDS.
---------
The holders of outstanding Preferred Stock shall be entitled to
receive, when and as declared by the Board of Directors, preferential non-
cumulative dividends in cash at the annual rate of $.0175 per share,
payable in equal quarterly installments on the last day of March, June,
September and December of each year. Dividends on Preferred Stock will be
declared and paid only out of the net profits or surplus of the Company as
determined by the Board of Directors. The determination at any time of
the amount of net profits or surplus available for dividends will be
binding and conclusive upon the holdings of the Preferred Stock of the
Company outstanding at the time. Any declared and unpaid dividends on
Preferred Stock will not bear interest. Holders of Preferred Stock will
not receive any dividends other than the preferred dividends provided for
in this paragraph 3, and will not participate with the Common Stock in the
payments of dividends. No dividends will be paid or set apart for payment
on the Common Stock, no distribution will be made on the Common Stock
(other than the dividend payable in Common Stock) and no shares of Common
Shares will be redeemed, retired or otherwise acquired for valuable
consideration (except upon conversion of the Preferred Stock) unless full
dividends on Preferred Stock for all past years and for the current year
have been declared and the Corporation has paid those dividends or has set
aside a sum sufficient to pay them.
4. LIQUIDATION RIGHTS.
------------------
(1) In the event of any liquidation, dissolution, or winding up of
the Company, whether voluntary or involuntary, the holders of each
share of Preferred Stock then outstanding shall be entitled to be
paid out of the assets of the Company available for distribution to
its shareholders, before any payment or declaration and setting apart
for payment of any amount shall be made in respect to any outstanding
preferred stock ranking junior to the Preferred Stock or the Common
Stock, an amount equal to $.25 per share. If upon any liquidation,
dissolution, or winding up of the Company, whether voluntary or
involuntary, the assets to be distributed to the holders of the
Preferred Stock shall be insufficient to permit the payment to such
shareholders of the full preferential amount aforesaid, then all of
the assets of the Company available to be distributed shall be
distributed ratably to the holders of the Preferred Stock.
(2) After the payment or distribution to the holders of the
Preferred Stock of the full preferential amounts aforesaid, the
holders of any preferred stock rank junior to the Preferred Stock and
the Common Stock then outstanding shall be entitled to receive all of
the remaining assets of the Company.
(3) Neither a consolidation, merger or reorganization of the
Company, a sale or other transfer of all or substantially all of its
assets, nor a sale of fifty percent (50%) or more of the Company's
capital stock then issued and outstanding nor the purchase or
redemption by the Company of stock of any class, nor the payment of a
dividend or distribution from net profits or surplus of the Company
shall be treated as or deemed to be a liquidation hereunder.
5. REDEMPTION.
----------
Neither the Company nor any holder of Preferred Stock shall have the
right to redeem, or demand the redemption of, as the case may be, any of
the outstanding Preferred Stock.
6. VOTING RIGHTS.
-------------
At every meeting of the stockholders of the Company, each holder of
Preferred Stock shall be entitled to one vote for each share of Preferred
Stock standing in the name of the holder on the books of the Company, with
the identical voting rights as a holder of a share of Common Stock of the
Company, except as expressly provided for herein. Except as otherwise
provided by law, the Preferred Stock and any other class of stock of the
Company having voting rights shall vote together as one class. The
holders of Preferred Stock are entitled to receive notice of all meetings
of the stockholders of the Company, to the same extent and in the same
manner as the holders of the Common Stock of the Company.
7. CONVERSION.
----------
The Preferred Stock shall have the following conversion rights (the
"Conversion Rights"):
(1) OPTIONAL CONVERSION.
-------------------
For the period commencing the earlier of (i) one (1) year from
the date of issuance or (ii) the effective date of a Registration
Statement registering for sale under the Securities Act of 1933, as
amended (the "Securities Act"), the shares of Common Stock issuable
upon conversion of the Preferred Stock (the "Conversion Stock"), and
ending three (3) years from the date of issuance, holders of
outstanding shares of Preferred Stock shall have an option to convert
all, but not less than all of the shares of Preferred Stock into
shares of the Company's Common Stock (the "Conversion Stock"), at a
conversion value of 25/100 Dollars ($.25) per share of Common Stock
("Conversion Value"). Initially, each share of Preferred Stock shall
be convertible into one (1) share of Common Stock.
(2) AUTOMATIC CONVERSION.
--------------------
The foregoing notwithstanding, the outstanding shares of
Preferred Stock shall be automatically converted into shares of
Common Stock upon the effective date of a Registration Statement
("Registration Statement") which shall be filed by the Company with
the Securities and Exchange Commission ("Commission") upon the
written demand of the holder of the Preferred Stock registering for
sale the issuance of the Conversion Stock. In the event of such
automatic conversion, the conversion value shall be $.25 per share.
(3) REGISTRATION RIGHTS.
-------------------
Holders of the Preferred Stock shall have a one-time demand
registration right to have registered under the Securities Act the
Conversion Stock on a Registration Statement on Form S-3 pursuant to
which the Company agrees to be caused to be filed with the Commission
within ninety (90) days following the date of such demand and to keep
such Registration Statement effective for a period of not less than
sixty (60) days. All costs of preparing, filing and maintaining the
effectiveness of the Registration Statement shall be borne by the
Company. The respective rights and obligations of the Company and
holders of the Preferred Stock with respect to such registration
rights shall be governed by a separate Registration Rights Agreement.
Notwithstanding, Holder shall have the right to withdraw its
registration demand without prejudice at any time prior to the
effective date of the Registration Statement if, in its sole
judgment, such withdraw is in its best interest.
(4) MECHANICS OF CONVERSION.
-----------------------
The conversion of all outstanding shares of Preferred Stock to
Common Stock shall occur automatically and without further
consideration upon the effective date of the Registration Statement
("Triggering Event"). The Company shall, within ten (10) days of the
Triggering Event, provide written notice, first class postage pre-
paid, to each holder of record of the Preferred Stock to be
converted, at his post office address last shown on the records of
the Company, of the conversion (the "Conversion Notice"). The
Conversion Notice shall state:
(i) That all of the holder's outstanding shares of Preferred
Stock were converted;
(ii) The number of shares of Preferred Stock held by the
holder that were converted;
(iii) The effective date of the Conversion (the "Conversion
Date") and the number of shares of Common Stock which the holder
will receive; and
(iv) That the holder is to surrender to the Company, in the
manner and at the place designated, his certificate or
certificates representing the shares of Preferred Stock
converted.
Thereafter, each holder of Preferred Stock to be converted shall
surrender the certificate or certificates representing such shares to
the Company, in the manner and at the place designated in the
Conversion Notice, and thereupon the requisite number of shares of
Common Stock shall be issued in the name of the person whose name
appears on the surrendered certificate or certificates as the owner
thereof, and each surrendered certificate shall be canceled and
retired. Notwithstanding that the certificates evidencing any of the
shares of Preferred Stock shall not have been surrendered, all rights
with respect to such shares shall forthwith after the Conversion
Date, terminate, except only the right of the holders to receive the
appropriate number of shares of Common Stock upon surrender of their
certificate or certificates therefor.
<PAGE>
(5) ADJUSTMENT FOR STOCK SPLITS AND COMBINATIONS.
--------------------------------------------
If the Company shall at any time or from time to time after the
Original Issue Date for a series of the Preferred Stock effect a
subdivision of the outstanding Common Stock, the Conversion Value
then in effect immediately before that subdivision shall be
proportionately decreased, and conversely, if the Company shall at
any time or from time to time after the Original Issue Date for a
series of the Preferred Stock combine the outstanding shares of
Common Stock, the Conversion Value then in effect immediately before
the combination shall be proportionately increased. Any adjustment
under this Paragraph 7(d) shall become effective at the close of
business on the date the subdivision or combination becomes
effective.
(6) ADJUSTMENT FOR RECLASSIFICATION, EXCHANGE, OR SUBSTITUTION.
----------------------------------------------------------
If the Common Stock issuable upon the conversion of the
Preferred Stock shall be changed into the same or a different number
of shares of any class or classes of stock, whether by capital
reorganization, reclassification, or otherwise (other than a
subdivision or combination of shares or stock dividend provided for
above, or a reorganization, merger, consolidation, or sale of assets
provided for elsewhere in this Paragraph 7), then and in each such
event the holder of each share of Preferred Stock shall have the
right thereafter to convert such share into the kind and amount of
shares of stock and other securities and property receivable upon
such reorganization, reclassification, or other change, by holders of
the number of shares of Common Stock into which such shares of
Preferred Stock might have been converted immediately prior to such
reorganization, reclassification, or change, all subject to further
adjustments as provided herein.
(7) REORGANIZATION, MERGERS, CONSOLIDATIONS, OR SALES OF ASSETS.
-----------------------------------------------------------
If at any time or from time to time there shall be a capital
reorganization of the Common Stock (other than a subdivision,
combination, reclassification, or exchange of shares provided for
elsewhere in this Paragraph 7) or a merger or consolidation of the
Company with or into another corporation, or the sale of all or
substantially all of the company's assets to any other person, then,
as a part of such reorganization, merger, consolidation, or sale,
provision shall be made so that the holders of the Preferred Stock
shall thereafter be entitled to receive upon conversion of the
Preferred Stock, the number of shares of stock or other securities or
property of the Company, or of the successor corporation resulting
form such merger or consolidation or sale, to which a holder of
Common Stock deliverable upon conversion would have been entitled on
such capital reorganization, merger, consolidation, or sale. In any
such case, appropriate adjustment shall be made in the application of
the provisions of this Paragraph 7 with respect to the rights of the
holders of the Preferred Stock after the reorganization, merger,
consolidation, or sale to the end that the provisions of this
Paragraph 7 (including adjustment of the Conversion Value then in
effect and the number of shares purchasable upon conversion of the
Preferred Stock) shall be applicable after that event as nearly
equivalent as may be practicable.
(8) DEFINITION.
----------
The term "Additional Shares of Common Stock" as used herein
shall mean all shares of Common Stock issued or deemed issued
(including a right or option to purchase Common Stock, or shares of
stock or an obligation convertible into Common Stock) by the Company
after the Original Issue Date for a series of Preferred Stock,
whether or not subsequently reacquired or retired by the Company,
other than (1) shares of Common Stock, and (2) shares or other
securities issued to employees, officers, directors, consultants or
other persons performing services for the Company pursuant to any
stock offering, option, plan, or arrangement approved by the Board of
Directors of the Company, to the extent such issuances are permitted
under Section 4.02 and 4.05 of that Agreement for Purchase and Sale
of Preferred Stock dated August 30, 1996.
(9) NOTICES OF RECORD DATE.
----------------------
In the event of (i) any taking by the Company of a record of the
holders of any class or series of securities for the purpose of
determining the holders thereof who are entitled to receive any
dividend or other distribution or (ii) any reclassification or
recapitalization of the capital stock of the Company, any merger or
consolidation of the Company, or any transfer of all or substantially
all of the assets of the Company to any other corporation, entity, or
person, or any voluntary or involuntary dissolution, liquidation, or
winding up of the Company, the Company shall mail to each holder of
Preferred Stock at least 30 days prior to the record date specified
therein, a notice specifying (A) the date on which any such record is
to be taken for the purpose of such dividend or distribution and a
description of such dividend or distribution, (B) the date on which
any such reorganization, reclassification, transfer, consolidation,
merger, dissolution, liquidation, or winding up is expected to become
effective, and (C) the time, if any is to be fixed, as to when the
holders of record of Common Stock (or other securities) shall be
entitled to exchange their shares of Common Stock (or other
securities) for securities or other property deliverable upon such
reorganization, reclassification, transfer, consolidation, merger,
dissolution, liquidation, or winding up.
(10) FRACTIONAL SHARES.
-----------------
No fractional shares of Common Stock shall be issued upon
conversion of Preferred Stock. In lieu of any fractional shares to
which the holder would otherwise be entitled, the Company shall pay
cash equal to the product of such fraction multiplied by the fair
market value of one share of the Company's Common Stock on the date
of conversion, as determined in good faith by the Board.
(11) NOTICES.
-------
Any notice required by the provisions of this Paragraph 7 to be
given to the holder of shares of the Preferred Stock shall be deemed
given when personally delivered to such holder or five (5) business
days after the same has been deposited in the United States mail,
certified or registered mail, return receipt requested, postage
prepaid, and addressed to each holder of record at his address
appearing on the books of the Company.
(12) PAYMENT OF TAXES.
----------------
The Company will pay all taxes and other governmental charges
that may be imposed in respect of the issue or delivery of shares of
Common Stock upon conversion of shares of Preferred Stock.
(13) NO DILUTION OR IMPAIRMENT.
-------------------------
The Company shall not amend its Articles of Incorporation or
participate in any reorganization, transfer of assets, consolidation,
merger, dissolution, issue, or sale of securities or any other
voluntary action, for the purpose of avoiding or seeking to avoid the
observance or performance of any of the terms to be observed or
performed hereunder by the Company, but will at all times in good
faith assist in carrying out all such action as may be reasonably
necessary or appropriate in order to protect the conversion rights of
the holders of the Preferred Stock against dilution or other
impairment.
8. NO PREEMPTIVE RIGHTS.
--------------------
No holder of the Series A Preferred Stock of the Corporation shall be
entitled, as of right, to purchase or subscribe for any part of the
unissued stock of the Corporation or of any stock of the Corporation to be
issued by reason of any increase of the authorized capital stock of the
Corporation, or to purchase or subscribe for any bonds, certificates of
indebtedness, debentures or other securities convertible into or carrying
options or warrants to purchase stock or other securities of the
Corporation or to purchase or subscribe for any stock of the Corporation
purchased by the Corporation or by its nominee or nominees, or to have any
other preemptive rights now or hereafter defined by the laws of the State
of Colorado.
9. NO REISSUANCE OF PREFERRED STOCK.
--------------------------------
No share or shares of Preferred Stock acquired by the Company by
reason of purchase, conversion, or otherwise shall be reissued, and all
such shares shall be canceled, retired, and eliminated from the shares
which the Company shall be authorized to issue.
IN WITNESS WHEREOF, said SATELLITE INFORMATION SYSTEMS COMPANY, has
caused this Certificate of Designations, Preferences and Rights of Series A
Convertible Preferred Stock to be duly executed by its President and attested
by its Secretary and has caused its corporate seal to be affixed hereto, this
_______ day of ________________, 1996.
SATELLITE INFORMATION SYSTEMS COMPANY
Attest:
By: /s/ Michael Ellis
- - --------------------------- _________________________________________
Secretary Michael Ellis, President
[Corporate Seal]
EXHIBIT 10.2
------------
AGREEMENT FOR PURCHASE AND SALE OF PREFERRED SHARES
---------------------------------------------------
This AGREEMENT FOR PURCHASE AND SALE OF PREFERRED SHARES (the "Agreement") is
made and entered into as of the 30th day of August, 1996 by Global Equity
Corporation, a corporation incorporated under the laws of Ontario, Canada and
having its principal place of business at 30A Hazelton Avenue, 4th Floor,
Toronto, Ontario, CANADA M5R 2E2 (the "Purchaser"); and Satellite Information
Systems Company, a corporation formed under the laws of the state of Colorado
and having its principal place of business at 7464 Arapahoe Avenue, Suite B-17,
Boulder, Colorado 80303 (the "Seller").
WHEREAS, Seller desires to sell, and Purchaser desires to purchase, 4,000,000
authorized and newly-issued preferred shares (the "Preferred Shares") for an
aggregate purchase price of $1,000,000 subject to the terms and conditions set
forth in this Agreement;
NOW THEREFORE, in consideration of the mutual covenants, conditions,
representations, warranties, and agreements contained herein, and intending to
be legally bound hereby, Purchaser and Seller hereby agree as follows:
ARTICLE I
SALE AND PURCHASE OF
PREFERRED SHARES
--------------------
1.01 Subject to the terms and conditions of this Agreement, Seller agrees to
issue and sell 4,000,000 validly authorized and newly-issued Preferred
Shares of Seller to Purchaser on the Closing Date (as defined in Section
1.03 below).
1.02 Subject to the terms and conditions of this Agreement, Purchaser agrees
to purchase the Preferred Shares and to pay Seller in full and complete
consideration the aggregate amount of one million dollars (U.S.
$1,000,000).
1.03 The purchase and sale of the Preferred Shares shall take place at
Purchaser's offices at 875 Prospect Street, Suite 301, La Jolla,
California 92037 on September 9, 1996 or at such other place or at such
other date as may be agreed upon by the parties (the "Closing Date").
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF
THE SELLER
---------------------------------
Seller represents and warrants to Purchaser as follows:
2.01 The Seller and its 80%-owned subsidiary, Event Marketing Systems
International, Inc. ("Subsidiary") are duly organized, validly existing,
and in good standing under the laws of their state of incorporation and
are duly qualified to do business in such state.
2.02 The execution and delivery of this Agreement and the performance of the
transactions contemplated herein including the creation, issuance, and
sale of the Preferred Shares, have been duly approved by all necessary
action on the part of the Seller and do not and will not violate any
provision of law, any order of any court to the best of Seller's and its
shareholders' and directors' knowledge or other agency of government,
the governing documents of the Seller, or any provisions of any
indenture, agreement or other instrument to which the Seller or any of
its properties is bound, or conflict with, result in a breach of or
constitute (with due notice or lapse of time or both) a default under
any such indenture agreement or instrument, or result in the creation or
imposition of any lien, charge, restriction, claim or encumbrance of any
nature whatsoever upon any of the properties or assets of the Seller.
This Agreement has been duly authorized, executed, and delivered by the
Seller and constitutes the legal, valid, and binding obligations of the
Seller, enforceable in accord with its terms.
2.03 The Preferred Shares have been duly and validly created, authorized, and
allotted for issuance to Purchaser and when issued shall be validly,
issued and outstanding, fully paid and non-assessable, and free and
clear of all liens, charges, encumbrances, and adverse claims.
2.04 The Preferred Shares to be issued to Purchaser by Seller have the
following terms:
The Preferred Shares shall pay quarterly non-cumulative dividends at the
rate of 7% per annum;
- Each Preferred Share shall be entitled to one vote on a combined
basis with the Common Shares on all matters properly submitted to
the shareholders for their vote;
- The Preferred Shares shall not be redeemable; and
- Each Preferred Share shall be convertible into one Common Share of
Seller at any time in accord with Section 2.16 within three years of
the Closing Date. When and if Purchaser converts any of its
Preferred Shares to Common Shares, all of Purchaser's Preferred
Shares shall be converted at that time to Common Shares.
2.05 The Common Shares issuable to Purchaser upon conversion of the Preferred
Shares shall be validly issued and outstanding, fully paid and non-
assessable, and free and clear of all liens, charges, encumbrances, and
adverse claims.
2.06 There is no consent, approval, authorization, order or agreement of any
governmental agency or body or any court or any other person, including
without limiting the generality of the foregoing, any securities
commission, stock exchange or similar authority not obtained and not in
effect which may be required for the valid issuance and delivery of the
Preferred Shares to the Purchaser.
2.07 The Seller has furnished to Purchaser audited consolidated financial
statements of the Seller for the fiscal year ended June 30, 1995 and
unaudited financial statements of the Seller for the quarters ending
September 30, 1995, December 31, 1995, and March 31, 1996. Each of said
financial statements has been prepared in accord with GAAP accounting
principles consistently applied and fairly presents Seller's financial
position as of its respective date. Since March 31, 1996, there have
been no material adverse changes in the business, condition, or
prospects, financial or otherwise, of Seller.
2.08 There is no action, suit, investigation, or proceeding pending or to the
Seller's knowledge, threatened against the Seller or Subsidiary which,
if adversely determined, would have a material adverse effect on the
financial condition or business of the Seller or its subsidiary.
2.09 The Seller and Subsidiary have good title to all of their properties and
assets, free and clear of all liens except as set forth in the financial
statements specified in Section 2.07 above.
2.10 The Seller and Subsidiary have filed all federal, state, and other tax
returns required to be filed and have paid all taxes due.
2.11 Each pension plan maintained by the Seller, now or in the past, is fully
funded and no accumulated funding deficiency exists. Each such pension
plan is in material compliance with ERISA.
2.12 The Seller and Subsidiary are not in default on any loan and no
condition exists which currently, or upon notice or the passage of time,
would permit a lender to accelerate the maturity of any debt except as
disclosed in the Form 10-KSB as of June 30, 1995 and the Form 10-QSB as
of March 31, 1996 filed by Seller with the SEC.
2.13 The Seller and Subsidiary are not in violation of any applicable law,
rule, or regulation or in default under any indenture, lease,
instrument, or other agreement to which the Seller or Subsidiary is a
party.
2.14 The Seller and Subsidiary have full corporate power and legal right to
carry on their businesses. All material approvals, permits, licenses,
authorizations, consents and permits, if any, required, by federal,
state, or local law, rule or ordinance have been obtained and are valid
and in full force and effect.
2.15 The authorized capital stock of Seller as of the date hereof consists of
100,000,000 Common Shares of which 5,142,687 are validly issued and
outstanding, and 100,000,000 Preferred Shares, of which 4,000,000 will
be validly issued and outstanding when issued to Purchaser on Closing
Date.
2.16 The Certificate of Designations of Rights and Preferences of the
Preferred Stock shall provide, inter alia, that the Preferred Stock
shall be convertible into Common Stock at any time on or after the
period of time commencing the earlier of (i) one year from the date of
issue or (ii) the effective date of a Registration Statement registering
for sale under the Securities Act of 1933, as amended (the "Securities
Act"), the shares of the Seller's Common Stock, no par value
("Conversion Stock"), issuable upon such conversion. The holder of the
Preferred Stock shall also be granted a one-time demand registration
right to have registered under the Securities Act the Conversion Stock
on a Registration Statement on Form S-3 (the "Registration Statement"),
pursuant to which the Seller shall agree to cause to be filed with the
Securities and Exchange Commission a Registration Statement within
ninety (90) days following the date of such demand and to keep such
Registration Statement effective for a period of not less than sixty
(60) days. All costs of preparing, filing and maintaining the
effectiveness of the Registration Statement shall be borne by the
Seller.
2.17 Except as disclosed on Schedule 2.17 attached hereto, there are no other
agreements relative to registration rights of Seller's stock.
2.18 Except as disclosed on Schedule 2.18 attached hereto, there are no
agreements with any shareholder(s) of Seller relative to election of
Directors to Seller's Board of Directors.
2.19 Seller owns all licenses, patents, trade secrets, copyrights,
trademarks, service marks, trade secrets, trade names and other
intellectual property (collectively "Intellectual property") necessary
to carry on its business as presently conducted and as presently
proposed to be conducted. Set forth in Schedule 2.19 attached hereto is
a true and complete list of:
a. all Intellectual Property for which registrations have been issued
or applications filed therefor, by the Seller or any Subsidiary; and
b. all material licenses related to Intellectual Property to which
Seller or any Subsidiary is a party (including, as to each such
license, the name of the licensor or licensee, as applicable, a
description of the subject matter of the license, basic royalty
rate, termination date, renewal option, and whether any advance
royalty payments are required.)
Seller or a Subsidiary owns all of the Intellectual Property
registrations and applications therefor listed in the Disclosure
Schedule, free and clear of all liens, encumbrances or rights to any
other person, corporation or other entity, and the Seller or a
Subsidiary has the unqualified right to bring actions for the
infringement thereof. All Intellectual Property applications and
registrations are duly authorized, issued, valid, and have not been
canceled, and the Seller is not aware of any facts which would
invalidate or render any of them unenforceable. No person has asserted
any royalty claim or other claim whatsoever, including but not limited
to claims of ownership, direct or indirect, in respect of any
Intellectual Property owned by, used by, or useful to the Seller or any
Subsidiary in respect of which or by reason of which the Seller or any
Subsidiary is, or may become, indebted in any respect whatsoever to any
such person, his heirs or assigns. Neither the Seller nor any
Subsidiary is, nor have any of them received, any notice alleging that
the Seller or any Subsidiary is, infringing upon, likely to infringe
upon, or otherwise acting adversely to any known right or claimed right
of any person under or with respect to any Intellectual Property.
2.20 Seller agrees that no proceeds, with the exception of $200,000, from the
sale of Preferred Shares to Purchaser shall be used in any manner by
Seller, until Seller's budget has been approved in accordance with
Section 5.07.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
OF THE PURCHASER
------------------------------
3.01 The Purchaser is duly organized, validly existing, and in good standing
under the laws of Ontario, Canada.
3.02 The Purchaser has the legal capacity to execute this Agreement and all
necessary approvals have been given to authorize Purchaser to execute
this Agreement.
3.03 This Agreement constitutes a legal, valid, binding, and enforceable,
obligation of Purchaser.
3.04 Purchaser is an "accredited investor" within the meaning of Rule 501
under the Securities Act and was not organized for the specific purpose
of acquiring the Preferred Shares. The Purchaser has sufficient
knowledge and experience in investing in companies to enable it to
evaluate the risks and merits of purchasing the Preferred Shares, and is
able financially to bear the risk of said purchase. Purchaser is
purchasing the Preferred Shares for its own account for the purposes of
investment and not with a view to or for sale in connection with any
distribution of the Preferred Shares. Purchaser understands that the
Preferred Shares have not been registered under the Securities Act.
3.05 There is no action, suit, investigation, or proceeding pending or to
Purchaser's knowledge, threatened which questions the legality or
validity of the Purchaser's purchase of the Preferred Shares.
<PAGE>
ARTICLE IV
COVENANTS
---------
4.01 Seller and Subsidiary shall not pay any dividends on any class of stock
whether created or issued before or after the Closing Date except for
dividends payable on the Preferred Shares issued to Purchaser under this
Agreement, without the approval of the designated representative of
Purchaser on Seller's Board of Directors.
4.02 Seller and Subsidiary shall not create or issue new stock of any class
or type, or issue stock in an existing class of stock, without the
approval of the designated representative of Purchaser on Seller's Board
of Directors. The provisions of this section shall not be applicable to
stock options and warrants outstanding on the Closing Date per the
attached Schedule 4.02.
4.03 Seller and Subsidiary shall not create, assume, or incur any
indebtedness or other obligation directly or indirectly, through one
transaction or in a series of transactions, in excess of amounts
contemplated by Seller's annual budget approved in accordance with
Section 5.07, without the approval of the designated representative of
Purchaser on Seller's Board of Directors.
4.04 Seller shall not acquire or dispose of assets of Seller and its
Subsidiary directly or indirectly, through one transaction or in a
series of transactions, in excess of amounts contemplated by Seller's
annual budget approved in accordance with Section 5.07, without the
approval of the designated representative of Purchaser on Seller's Board
of Directors.
4.05 Seller and Subsidiary shall not grant or award new stock options or
grants in an existing stock option plan or similar compensation plan, or
create a new stock option plan or similar compensation plan without the
approval of the designated representative of Purchaser of Seller's Board
of Directors.
4.06 Neither Seller nor its Subsidiary shall knowingly enter into any
transaction or perform any act which would be prohibited by any statute,
rule, or regulation of any governmental body which would have a material
adverse effect on Seller's operations or assets.
4.07 Upon conversion of Purchaser's Preferred Shares to Common Shares of the
Seller, these Covenants shall no longer be in effect.
ARTICLE V
AFFIRMATIVE COVENANTS
---------------------
Seller agrees that, so long as Purchaser owns any Preferred Shares of Seller:
5.01 As promptly as possible, Seller shall furnish to Purchaser all audited
annual GAAP consolidated financial statements, beginning with the fiscal
year ending June 30, 1996.
5.02 As promptly as possible after the end of each quarter, Seller shall
furnish to Purchaser GAAP consolidated financial statements, certified
by Seller's Chief Financial Officer, beginning with the quarter ending
September 30, 1996.
5.03 As promptly as possible, Seller will furnish to Purchaser copies of all
material filed with the SEC, NASDAQ, or any other securities regulatory
authority.
5.04 As promptly as possible, Seller shall furnish to Purchaser copies of all
proxy statements and other material sent to Seller's shareholders.
5.05 Seller and its subsidiary shall comply with all laws, rules,
regulations, and orders of any governmental authority.
5.06 Effective on the Closing Date, and so long as Purchaser shall own any
Preferred Shares of Seller, Seller shall take all necessary action to
establish the size of its Board of Directors at five (5) directors and
Seller shall take all necessary and appropriate action to elect or
appoint two representatives designated by Purchaser to Seller's Board of
Directors. Seller will recommend the nomination and election of the two
representatives designated by Purchaser for election to Seller's Board
of Directors, and Seller will use its best efforts to accomplish the
election of said two representatives within ten (10) days of Closing
Date.
5.07 Seller shall have prepared a budget for fiscal year 1997 by September
30, 1996, which budget must have received the approval the designated
representative of Purchaser on Seller's Board of Directors. For every
subsequent fiscal year, Seller shall have a budget approved by the
designated representative of Purchaser on Seller's Board of Directors.
5.08 Upon conversion of Purchaser's Preferred Shares to Common Shares of the
Seller, these Affirmative Covenants shall no longer be in effect.
5.09 Within ten (10) calendar days of the end of each month, Seller shall
furnish to Purchaser monthly management accounts, which shall include
monthly budget variance reports.
ARTICLE VI
CONDITIONS TO THE OBLIGATIONS
OF PURCHASER
-----------------------------
The obligation of the Purchaser to purchase the Preferred Shares on the Closing
Date is, at the Purchaser's option, subject to the satisfaction on or before
the Closing Date, of each of the following conditions:
6.01 The representations and warranties contained in Article II shall be
true, complete and correct on and as of the Closing Date with the same
effect as though such representations and warranties had been made on
and as of such date, and the President and Treasurer of the Seller shall
have certified on behalf of the Seller to the Purchaser in writing to
such effect.
6.02 The Seller shall have performed and complied with all agreements
contained herein required to be performed or complied with by it prior
to or at the Closing Date, and the President and Treasurer of the Seller
shall have certified on behalf of the Seller to the Purchaser in writing
to such effect and to the further effect that all of the conditions set
forth in this Article VI have been satisfied (or waived, if applicable).
6.03 All corporate and other proceedings to be taken by the Seller in
connection with the transactions contemplated hereby and all documents
incident thereto shall be satisfactory in form and substance to the
Purchaser and its counsel.
6.04 The Purchaser and its counsel shall have received copies of the
following documents:
a. Certificate of Incorporation, certified as of a recent date by the
Secretary of State of the State of Colorado and a certificate of
said Secretary dated as of a recent date as to the due incorporation
and good standing of the Seller and its subsidiary;
b. A certificate of the Secretary of the Seller dated the Closing Date
certifying: (i) that attached thereto is a true and complete copy
of the By-laws of the Seller as in effect on the date of such
certification; (ii) that attached thereto is a true and complete
copy of all resolutions adopted by the Board of Directors or the
shareholders of the Seller authorizing the execution, delivery and
performance of this Agreement and the creation, issuance and
delivery of the Preferred Shares, and that all such resolutions are
in full force and effect and are all the resolutions adopted in
connection with the transactions contemplated by this Agreement; and
(iii) that the Certificate of Incorporation has not been amended
since the date of the last amendment referred to in the certificate
delivered pursuant to clause (a) above; and
c. Such additional supporting documents and other information with
respect to the operations and affairs of the Seller as the Purchaser
or its counsel reasonably may request.
6.05 The Seller shall have tendered to the Purchaser the following:
a. The Preferred Shares in the form of Exhibit A hereto;
b. The opinion of counsel to Seller in form and substance satisfactory
to the Purchaser and its counsel, to the effect that: (i) the Seller
and its subsidiary are duly organized, validly existing and in good
standing under the laws of the state in which they are organized and
are duly qualified to transact business in each such state; (ii)
this Agreement and the Preferred Shares have been duly approved by
all necessary action on the part of the Seller in the shareholders
and directors of Seller and this Agreement, assuming due execution
thereof by the Purchaser, is the valid and binding agreement of the
Seller enforceable in accordance with its terms except as the
enforcement of such agreements may be limited by bankruptcy,
insolvency or other similar laws affecting creditors' rights
generally and that the remedy of specific performance is subject to
the discretion of the court before which proceedings therefor are
brought; (iii) the Preferred Shares have been validly issued, fully
paid, and non-assessable; (iv) the Certificate of Designations of
Rights and Preferences of the Preferred Shares has been adopted by
all necessary corporate action of Seller and has been filed with the
appropriate government entity and all rights, preferences and
privileges accorded the Preferred Shares therein are valid and
enforceable in accordance with its terms; and (v) the Common Shares
to be issued upon conversion of the Preferred Shares will be validly
issued, fully paid and nonassessable shares of the Seller's Common
Shares.
6.06 Purchaser shall have approved, in the sole and absolute discretion of
Purchaser, the Certificate of Designations of Rights and Preferences of
the Preferred Stock.
ARTICLE VII
CONDITIONS TO THE OBLIGATIONS
OF THE SELLER
-----------------------------
The obligation of the Seller to issue and sell the Preferred Shares to the
Purchaser on the Closing Date is, at the Seller's option, subject to the
satisfaction, on or before the Closing Date, of the following conditions:
7.01 The representations and warranties contained in Article III shall be
true, complete and correct on and as of the Closing Date with the same
effect as though such representations and warranties had been made on
and as of such date, and the President and Secretary of the Purchaser
shall have certified to such effect to the Seller in writing.
7.02 All corporate and other proceedings to be taken by the Purchaser in
connection with the transactions contemplated hereby and all documents
incident thereto shall be satisfactory in form and substance to the
Seller and its counsel.
7.03 Purchaser shall deliver to Seller the sum of $1,000,000 in immediately
available funds payable by wire transfer to account designated by Seller
in writing.
ARTICLE VIII
MISCELLANEOUS
-------------
8.01 Each party hereto will pay its own expenses in connection with the
transactions contemplated hereby. Each party will use its own
accountants, legal counsel, and other experts.
8.02 All representations, covenants and agreements contained in this
Agreement by or on behalf of any of the parties hereto shall bind and
inure to the benefit of the respective successors and assigns of the
parties hereto whether so expressed or not.
8.03 All notices, requests, consents and other communications hereunder shall
be in writing and shall be delivered in person, mailed by certified or
registered mail or sent by facsimile, as follows:
If to Seller: If to Purchaser:
Michael J. Ellis John R. Hart
President and CEO President and CEO
7464 Arapahoe Avenue, Suite B-17 30A Hazelton Avenue, 4th Floor
Boulder, Colorado 80303 Toronto, Ontario M5R 2E2
CANADA
Fax #: (303) 449-0239
Fax #: (416) 925-5633
8.04 This Agreement shall be governed by and construed in accordance with the
laws of the Province of Ontario, Canada and the federal laws of Canada
applicable therein.
8.05 This Agreement may not be amended or modified, and no provision may be
waived, without the written consent of Seller and Purchaser.
8.06 Purchaser and Seller shall indemnify and hold harmless each other
against all loss, liability, damage and expense suffered as a result of
or arising from any inaccuracy or breach of the representations and
warranties or conditions in this Agreement.
This Agreement has been executed by and on behalf of the parties on the date
first written above.
GLOBAL EQUITY CORPORATION
- - --------------------------------------
John R. Hart
President and CEO
SATELLITE INFORMATION SYSTEMS COMPANY
- - --------------------------------------
Michael J. Ellis
President and CEO
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<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-01-1995
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