SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-KSB/A
Annual Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
(Mark One)
[X] Annual report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934(Fee Required)
For the fiscal year ended May 31, 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 0-11791
GREENTREE SOFTWARE, INC.
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(Name of Small Business Issuer in Its Charter)
New York 113-289799
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
7901 Flying Cloud Drive, Suite 150,
Eden Prairie, Minnesota 55344 (612) 941-1500
- ---------------------------------------- --------------
(Address of Principal Executive Offices) (Issuer's Telephone Number,
Including Area Code):
Securities Registered Under Section 12(b) of the Exchange Act: NONE
Securities Registered Under Section 12(g) of the Exchange Act:
Common Shares, par value $.04 per share
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(Title of Class)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act 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 [ ]
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B 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 this Form 10-KSB or any amendment to
this Form 10-KSB. [ ]
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State issuer's revenues for its most recent fiscal year: $305,132
State the aggregate market value of the voting stock held by non-affiliates
computed by references to the price at which the stock was sold, on the average
bid and asked prices of such stock, as of August 31, 1996:
Common Shares, par value $.04 per share - $3,132,392
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State the number of shares outstanding in each of the issuer's classes of common
equity, as of the latest practicable date.
Class Outstanding
- ----------------------- ------------------------
Common Shares, par value 9,503,662 shares
$.04 per share
DOCUMENTS INCORPORATED BY REFERENCE
No documents are incorporated by reference into this Annual Report on
Form 10-KSB/A.
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Greentree Software, Inc.
Annual Report on Form 10-KSB/A
May 31, 1996
Cross Reference Sheet
PART II
Item 9. Directors, Executive Officers, Promoters and Control 24
Persons; Compliance with Section 16(a) of the Exchange Act
Item 10. Executive Compensation 25
Item 11. Security Ownership of Certain Beneficial Owners and 27
Management
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Part III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.
Executive Officers and Directors
As of September 1, 1996, the executive officers and directors of the
Company were as follows:
Year Became
Officer or
Name Age Position with Company Director
- ---- --- --------------------- --------
Brad I. Markowitz 38 Chairman of the Board and a
director 1994
Jeffrey B. Pinkerton 48 President, Treasurer, Secretary
and a director 1995
Each executive officer is elected to serve at the discretion of the Board
of Directors. For information relating to agreements which the Company has with
certain of the persons named in the above table, see the section "Executive
Employment Agreement."
Brad I. Markowitz has served as Chairman of the Board of Directors of the
Corporation since February 1994. Since 1990, Mr. Markowitz has served as
President and a member of the board of directors of Focus Capital Corp., an
investment banking firm. Since 1995, Mr. Markowitz has served as President and a
member of the Board of Directors of Park Avenue Health Care Management, Inc., a
physician practice management company. Since 1995, Mr. Markowitz has served as
President and a member of the board of directors of Buckeye Communications, Inc.
From 1987 to 1995, Mr. Markowitz served as Vice President of the ADCO Group, a
real estate, banking and venture capital company.
Jeffrey B. Pinkerton has served as President of the Corporation since
August 1996 and as a member of the Board of Directors since October 1995. Since
1994 and from 1987 to 1991, Mr. Pinkerton has served in various positions for
the Corporation, including President, Executive Vice President, Vice
President-Product Development, and as a member of the board of directors. From
1991 to 1994, Mr. Pinkerton served as the owner of Viewpoint Consulting, a
reseller of the Corporation's software products.
No director serves as a director of a company which has a security
registered under Section 12(b) or (g) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or is an investment company registered under the
Investment Company Act of 1940, as amended.
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Family Relationships
There are no family relationships among any directors or executive officers
of the Company.
Section 16(a) Beneficial Ownership Reporting Compliance
Under Section 16(a) of the Securities Exchange Act of 1934, as amended, the
Corporation's directors and certain of its officers and persons holding more
than ten percent of the Corporation's Common Shares are required to report their
ownership of the Common Shares and any changes in such ownership to the
Securities and Exchange Commission and the Corporation. Based on the Company's
review of copies of such reports, Mr. Markowitz filed one untimely Form 4, Mr.
Muhlbach filed one untimely Form 3 and Mr. Medico filed one untimely Form 3 and
one untimely Form 4 during the fiscal year ended May 31, 1996.
Item 10. Executive Compensation
Summary Compensation Table
The table below sets forth certain compensation information for the fiscal
years ended May 31, 1996, 1995 and 1994 with respect to the Corporation's Chief
Executive Officers and each executive officer of the Corporation who were the
most highly paid for fiscal 1996.
<TABLE>
<CAPTION>
Long Term
Compensation
Annual Compensation Awards
------------------- ------------- All Other
Name and Principal Position Year Salary($) Bonus($) Options(#) Compensation($)
- --------------------------- ---- ------------------ ---------- ---------------
<S> <C> <C> <C> <C> <C>
G. Michael Cassidy
Chief Executive Officer 1996 (1) $15,000 -- -- --
1995 $120,000 $7,500 -- --
1994 $108,826 -- 125,000 --
John J. Medico
President and 1996 (2) $87,500 -- -- --
Chief Executive Officer
Jeffrey B. Pinkerton
President, Vice President- 1996 (3) $108,750 -- -- --
Product Development 1995 $120,000 -- -- --
1994 $ 35,923 -- 75,000 --
</TABLE>
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(1) Mr. Cassidy resigned as Chief Executive Officer on October 4, 1995.
(2) Mr. Medico was appointed President and Chief Executive Officer by the Board
of Directors on October 4, 1995 and resigned on August 9, 1996.
(3) See "Executive Officers and Directors" for information as to the offices
held by Mr. Pinkerton in fiscal 1994 and thereafter.
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Option Grants in Last Fiscal Year
No individual grants were made during fiscal year 1996 to any of the
executive officers listed in the Summary Compensation Table noted above.
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year End
Option Values
No options were exercised during the year by any person who held options
which were eligible to be exercised. The following table sets forth information
as to options exercised during the fiscal year ended May 31, 1996, and
unexercised options held at the end of such fiscal year, by the individuals
listed in the Summary Compensation Table.
<TABLE>
<CAPTION>
Value of Unexercised
Numbers of Unexercised In-the-Money Options
Shares Acquired Value Options at 5/31/96(#) at 5/31/96($)
Name on Exercise(#) Realized($) Exercisable/Unexercisable Exercisable/Unexercisable(1)
---- ----------- ------------------------- ----------------------------
<S> <C> <C> <C> <C>
G. Michael Cassidy 0 $0 0/0 $0/$0
John J. Medico 0 $0 0/0 $0/$0
Jeffrey B. Pinkerton 0 $0 75,000/50,000 $0/$0
</TABLE>
(1) Value is based on the mean between the high ask and the low bid prices
supplied by the National Quotations Bureau in the Nasdaq System and
reported by the NASD as of May 31, 1996 (the last trading date during
fiscal 1996) ($0.6875) minus the exercise price.
Director Compensation
At the current time, directors of the Corporation receive no compensation
for their service to the Corporation as directors.
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Executive Employment Agreement
The Corporation entered into an employment agreement with Jeffrey B.
Pinkerton, the President of the Corporation, as of February 17, 1994 (the
"Employment Agreement"), which terminates on February 16, 1997. Mr. Pinkerton's
current annual base salary under the Employment Agreement is $120,000, subject
to annual review and increase by the Board of Directors of the Corporation. The
Employment Agreement provides that Mr. Pinkerton's employment with the
Corporation may be terminated by either Mr. Pinkerton or the Corporation, at any
time and for any reason whatsoever. If the Corporation terminates Mr.
Pinkerton's employment for a reason other than death, the Corporation will
continue to pay Mr. Pinkerton's base salary for a period of three (3) months
following such termination.
Item 11. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information concerning the shares of the
Common Shares owned beneficially as of August 1, 1996 by (1) each person known
to the Company to own beneficially 5% or more of the Common Shares; (2) each
director of the Company; (3) the chief executive officers of the Company; (4)
each executive officer of the Company as of May 31, 1996, whose compensation
exceeded $100,000 in fiscal 1996; and (5) all directors and executive officers
as a group. Each beneficial owner has advised the Company that he has sole
voting and investing power as to the shares of the Common Shares, except as
indicated in the notes below and except as to the options and warrants described
in the notes below which do not have any voting power until exercised and the
options which generally may not be transferred except in certain limited
circumstances.
Amount and Nature Percent of Class
Name and Address of Beneficial Ownership Ownership (1)
of Beneficial Owner
John J. Medico (2) 83,335 0.87%
G. Michael Cassidy (3) 45,000 (4) 0.47%
Brad I. Markowitz (5) 302,710 (6) 3.19%
Jeffrey B. Pinkerton (7) 186,766 (8) 1.96%
Larry I. Jeddeloh 1,496,666 (9) 15.75%
TIS Group, Inc.
200 South Sixth Street
Suite 450
Minneapolis, MN
TIS Acquisition and 1,413,333 14.87%
Management Group, Inc.
200 South Sixth Street
Suite 450
Minneapolis, MN
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Mark Cahill 998,333(10) 10.50%
66 Greenwich Street
New York, NY 10014
Primerica Life Insurance 666,666 7.01%
Company
3120 Breckenridge Blvd.
Duluth, GA 30199
All current directors and executive 489,476 5.15%
officers as a group (2 persons)
- ----------
(1) The percentages computed in the table are based on 12,547,001 shares of the
Common Shares being outstanding on August 1, 1996 and effect being given,
where appropriate, pursuant to Rule 13d-3(d)(1)(i) under the Exchange Act,
to any option or warrant then exercisable or exercisable within 60 days
thereafter.
(2) Mr. Medico was the Chief Executive Officer of the Company from October 4,
1995 to August 9, 1996.
(3) Mr. Cassidy resigned as Chief Executive Officer of the Company on October
4, 1995.
(4) Includes 25,483 shares issuable upon the exercise of outstanding warrants.
(5) Mr. Markowitz is the Chairman of the Board and a director of the Company.
(6) The shares reported in the table reflect 63,267 shares owned by Focus
Capital Corp., 108,402 shares issuable upon the exercise of two February
Warrants and 114,375 shares issuable upon the exercise of a Placement
Agent's Warrant, which Warrants are also held by Focus Capital Corp. and
16,666 and of record by Mr. Markowitz. Mr. Markowitz is the President and a
director of Focus Capital Corp. and his wife is the sole shareholder. He
disclaims beneficial ownership of 286,044 of such shares.
(7) Mr. Pinkerton is President and a director of the Company.
(8) Include 53,499 shares issuable upon the exercise of two February Warrants,
50,000 shares issuable upon the exercise of options granted pursuant to the
1994 Option Plan and 50,000 shares issuable upon the exercise of options
granted pursuant to the 1987 Option Plan.
(9) Includes 1,413,333 shares held by TIS of which Mr. Jeddeloh has shared
voting and investment power.
(10) Of such 770,000 shares, 36,667 are owned of record by Raymond James as
Custodian of the IRA Account of Mark Cahill.
The Company is not aware of any arrangements, the operation of which may at
a subsequent date result in a change in control of the Company.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
Registrant caused this report to be signed on its behalf by the undersigned,
thereunto to be duly authorized.
GREENTREE SOFTWARE, INC.
(Registrant)
Date: April ___, 1997 /s/ Jeffrey B. Pinkerton
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Jeffrey B. Pinkerton
President, Chief Financial
Officer and Director
