UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A
(Mark one)
(X) Annual report pursuant to Section 13 or 15(d) of the
Securities Act of 1934 For the Fiscal Year Ended December 31, 1997
OR
( ) Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from ___________to ____________
Commission file number: 0-13803
GATEWAY INDUSTRIES, INC.
(Name of small business issuer in its charter)
Delaware 33-0637631
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
150 East 52nd Street
New York, New York 10022
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: 212-813-1500
Securities registered pursuant to Section 12 (g) of the Exchange Act:
Common Stock, $.001 par value
Check whether the issuer: (1) filed all reports required to be filed by
section 13 or 15(d)of the Exchange Act of 1934 during the past 12 months
(or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past
90 days. Yes (X) No ( )
Issuer had no revenues from continuing operations for its most recent
fiscal year.
No disclosure of delinquent filers in response to Item 405 of Regulation
S-B is contained in this form, and no disclosure will be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of the Form 10-KSB or any amendment to
the Form 10-KSB.
The aggregate market value of voting stock held by non-affiliates of the
Registrant at March 6, 1998 was approximately $4,165,000 based on the average
high/low bid/ask prices of $2.02 for such stock on that date.
As of March 6, 1998, the Registrant had 3,592,024 shares of Common Stock
outstanding.
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ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth information as of March 6, 1998 regarding
the beneficial ownership of the Common Stock by each person known by the
Company to own beneficially more that 5% of the Common Stock, by each
director and executive officer, individually, and by all directors and
executive officers as a group. Shares listed below have been adjusted to
reflect the one-for-five reverse stock split effective September 22, 1994.
Amount and
Nature of
Name and Address Beneficial Percent
of Beneficial Owner Ownership of Class
Warren G. Lichtenstein
150 East 52nd Street
New York, NY 10022................ 1,482,160(1)(2) 41.3%
Ronald W. Hayes
810 Saturn Street
Suite 16-432
Jupiter, FL 33477-4398............ 50,007(3) 1.4%
Jack L. Howard
2927 Montecito Avenue
Santa Rosa, CA 95404.............. 65,462(4) 1.8%
Steel Partners II, L.P.
150 East 52nd Street
New York, NY 10022................. 1,388,608 38.7%
George Soros
888 Seventh Avenue
New York, NY 10022................ 827,716(5) 23.0%
Peter Cundill & Associates
15 Alton Hill
Southampton SN 01
Bermuda........................... 200,000(6) 5.6%
All directors and executive officers
as a group (three persons)......... 1,597,629(1) 44.5%
(1) Includes: (i) 1,388,608 shares owned by Steel Partners II, L.P., an
entity controlled by Mr. Lichtenstein, (ii) 41,552 shares owned
directly by Mr. Lichtenstein, and (iii) 52,000 Shares underlying stock
options that may be acquired within 60 days.
(2) More than one beneficial owner is listed above for the same securities,
since the shares owned beneficially by Steel Partners II, L.P. are
included in the shares beneficially owned by Mr. Lichtenstein. See
note (1) above.
(3) Includes 11,667 shares which may be acquired within 60 days through the
exercise of stock options.
(4) Includes 21,667 shares which may be acquired within 60 days through the
exercise of stock options.
(5) As reported in the shareholder's most recent Schedule 13D.
(6) As reported in the shareholder's most recent Schedule 13D.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
GATEWAY INDUSTRIES, INC.
Date: July 24, 1998 By:/s/Jack Howard
Jack Howard
Acting President
