SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-KSB/A
(Amendment No. 2)
(To revise Item 11 -- Security Ownership
of Certain Beneficial Owners and Management)
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended April 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
Commission File Number 0-12873
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FIRECOM,INC.
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(Exact name of Small Business Issuer in its charter)
New York 13-2934531
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(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) No.)
39-27 59th Street, Woodside, New York 11377
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(Address of principal executive offices) (zip code)
Issuer's telephone number, including area code: (718) 899-6100
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value per share
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(Title of Class)
Indicate by check mark whether the Issuer (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 and (2) has been
subject to such filing requirements for the past 90 days.
YES X NO
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Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and
will not be contained, to the best of the Issuer's knowledge, in
definitive proxy or information statements by reference in Part III of
this Form 10-KSB or any amendment to this Form 10-KSB ( x )
State issuer's revenues for its most recent fiscal year -
$14,884,000.
The aggregate market value of the voting stock held by
non-affiliates of the Issuer, based upon the average bid and asked
prices for the Registrant's Common Stock, $.01 par value per share, as
of July 15, 1996 was $3,628,494.
As of July 15, 1996, the Registrant had 4,798,009 shares of
Common Stock outstanding.
Documents Incorporated by Reference: None.
<PAGE>
PART III
Item 11. Security Ownership of Certain Beneficial Owners and
Management.
The following table sets forth certain information as of July
12, 1996 regarding (i) the ownership of Common Stock of the Company by
each person who is known to the management of the Company to have been
the beneficial owner of more than 5% of the outstanding shares of the
Company's Common Stock, (ii) the ownership interests of each present
director, (iii) the ownership interests of the Chief Executive Officer
and other executive officers of the Company whose total annual salary
and bonus exceeded $100,000 during the fiscal year ended April 30,
1995 and (iv) the ownership interests of all directors and executive
officers of the Company as a group.
Title of Name and Address of Position Amount and Nature of % of
Class Beneficial Owner With Company Beneficial Ownership Class
Common Firecom Holdings, LP None 500,000(1)(2) 9.4%
Shares 13 Coventry Road
$.01 par Livingston, NJ
value
Paul Mendez Chairman of 2,802,938(1)(2) 52.9%
13 Coventry Road the Board, (4)(6)
Livingston, NJ Chief Executive
Officer &
Director
Carol Mendez None 257,400 5.4%
13 Coventry Road
Livingston, NJ
Norwood Venture Corp. None 1,333,333(3) 23.3%
1430 Broadway
New York, NY
Ildar Idris None 353,354(2) 7.4%
15 Horvath Strasse
Grfeling 8032,
West Germany
Helen P. May None 471,995(4) 9.8%
#15 Ayers Road
Locust Valley, NY
Estate of George W. None 442,656(5) 9.2%
May, Deceased
c/o Helen P. May, Executrix
#15 Ayers Road
Locust Valley, NY
Harry Scherzer None 257,401(6) 5.4%
25 North Cloverdale Rd.
Great Neck, NY
Jenny Scherzer None 257,400(6) 5.4%
25 North Cloverdale Rd.
Great Neck, NY
Howard L. Kogen Executive Vice 166,500(7) 3.4%
President
Antoine P. Sayour Senior Vice 119,900(8) 2.4%
President
Jon Brody Director -0- --
Ronald A. Levin Director -0- --
Orhan I. Sadik- Director 51,500(2) 1.1%
Khan
Peter Barotz Director -0-(2) --
All executive officers 3,140,838(1)(2) 56.2%
and directors as a (4)(6)
group (7 persons) (7)(8)
Series Firecom Holdings, LP None 1,200(1) 100.0%
A Pre- 13 Coventry Road
ferred Livingston, NJ
stock $1
par value
(1) These shares include 500,000 shares of Common Stock issuable upon
the exercise of certain outstanding warrants. Firecom Holdings,
LP also beneficially owns 1,200 shares of the Company's Series A
Preferred Stock, $1.00 par value, which has a stated capital
value of $1,197.50 per share and entitles the holders thereof to
elect one director, voting as a separate class. Firecom
Holdings, LP owns all of the issued and outstanding shares of
Series A Preferred Stock.
(2) Pursuant to a voting agreement among them, Paul Mendez, the
general partner with exclusive authority to manage the affairs of
Firecom Holdings, L.P., a Delaware limited partnership
("Holdings"), and Holdings entered into a letter agreement (the
"December 1992 Letter Agreement") with Peter S. Barotz and Orhan
I. Sadik-Khan, pursuant to which, among other things, the parties
agreed that (i) during such time as not less than 240 shares of
the Issuer's Series A Preferred Stock (the "preferred Stock")
continue to be held by Holdings, all shares of the Issuer's
Common Stock, $.01 par value per share (the "Common Stock"), held
by Naomi Barotz, Nathan Barotz and Celia Barotz (the "Barotz
Group"), Orhan Sadik-Khan, Dr. Ildar Idris, Karim Sadik-Khan,
Janette Sadik, Karen Sadik-Khan, Jan Sadik-Khan and Kadria
Sadik-Khan (the "Sadik-Khan Group") and Mr. Mendez shall be voted
so that the Board of Directors of the Issuer shall consist of six
persons elected by the holders of the Common Stock as follows:
Mr. Sadik-Khan (or his designee), Mr. Barotz (or his designee),
Mr. Mendez and three persons designated by Mr. Mendez and that
the director appointed by the holder(s) of the Preferred Stock
will be a person designated by Mr. Mendez, (ii) the voting
agreement summarized in the immediately preceding clause(i) shall
terminate if, as of the end of any quarter (as reflected in the
Issuer's periodic reports filed with the Securities and Exchange
Commission), the Issuer has on hand $800,000 plus sufficient
additional cash and/or cash equivalents to redeem sufficient
shares of Preferred Stock so that fewer than 240 shares of
Preferred Stock would continue to be outstanding and such
redemption would not violate the terms of the Issuer's
arrangements with its lenders, (iii) neither the Barotz Group nor
the Sadik-Khan Group may transfer or otherwise dispose of any
shares of Common Stock (except as expressly permitted by the
December 1992 Agreement) without providing Mr. Mendez a right of
first refusal to purchase such shares on the same terms and
conditions, (iv) neither Mr. Mendez nor any partnership of which
he is a general partner, may transfer or otherwise dispose of any
shares of Common Stock (except as expressly permitted by the 1992
Agreement) without providing the Barotz Group and the Sadik-Khan
Group with a similar right of first refusal and (v) the December
1992 Agreement may be terminated by any party thereto if the
Issuer shall report, after December 21, 1992, losses from
operations during each of two fiscal years.
(3) Such shares include shares which may be acquired upon exercise of
warrants to purchase 916,668 shares of Common Stock. The
exercise price of the warrants is presently $.35 per share.
(4) These shares (i) include 442,656 shares of Common Stock
beneficially owned by Mrs. May as the executrix of the Estate of
George W. May, Deceased (the "Estate of George W. May"), which
shares of Common Stock have not yet been distributed by the
Estate of George W. May to Mr. George W. May's heirs and (ii)
give effect to the sale of 413,994 shares pursuant to the June
21, 1995 Stock Purchase Agreement, but not to any Option Shares.
Under the terms of the Option and Escrow Agreement, Paul Mendez
has an irrevocable proxy to vote the Option Shares until the end
of the agreement.
(5) These shares represent 442,656 shares of Common Stock
beneficially owned by Mrs. May as the executrix of the Estate of
George W. May, which shares of Common Stock have not yet been
distributed by the Estate of George W. May to Mr. George W. May's
heirs.
(6) Includes 125,347 shares owned by Mr. Scherzer and 125,347 shares
owned by Mrs. Scherzer for which Paul Mendez holds a proxy to
vote.
(7) These shares include 19,300 shares of Common Stock beneficially
owned by Mr. Kogen with his wife as joint tenants and 147,200
shares of Common Stock underlying presently exercisable options.
(8) These shares include 20,300 shares of Common Stock beneficially
owned by Mr. Sayour with his wife as joint tenants and 99,600
shares of Common Stock underlying presently exercisable options.
<PAGE>
SIGNATURES
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Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Company has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
FIRECOM, INC.
Date: October 31, 1996 By /s/ Paul Mendez
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Paul Mendez, Chairman of
the Board, President and
Chief Executive Officer
