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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
Amendment No. 1 to
Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934.
For the fiscal year ended December 31, 1995 Commission File No. 0-12969
TOUCHSTONE SOFTWARE CORPORATION
(Exact name of Registrant as specified in its charter)
California 95-3778226
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
2124 Main Street
Huntington Beach, California 92648
(Address of principle executive offices) (Zip Code)
Registrant's telephone number, including area code: (714)969-7746
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 par value
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-K 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-K or any
amendment to this Form 10-K. / /
The aggregate market value of the voting stock held by non-affiliate of the
registrant as of March 1, 1996 was $22,172,680, based upon the closing sale
price of a share of the Common Stock on March 1, 1996.
The issuer's revenues for the year ended December 31, 1995 were $9,335,745.
The number of shares of Common Stock as of March 1, 1996 was 7,356,951.
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report on Form 10-KSB for
the fiscal year ended December 31, 1995:
Item 11. Security Ownership of Certain Beneficial Owners and Management.
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ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of March 1, 1996, certain information
concerning ownership of the Company's common stock by each director and all
officers and directors as a group. At March 1, 1996, no other person nor entity
owns more than 5% of the Company's outstanding shares, as indicated by the
Company's securities transfer agent.
NAME AND ADDRESS OF NUMBER OF SHARES PERCENTAGE
BENEFICIAL OWNER BENEFICIALLY OWNED (*) OF CLASS
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Larry W. Dingus 486,957(1) 6.5%
2124 Main Street
Huntington Beach, CA 92648
C. Shannon Jenkins 686,518(2) 9.2%
2124 Main Street
Huntington Beach, CA 92648
Larry Jordan 80,000 1.1%
2124 Main Street
Huntington Beach, CA 92648
Ronald R. Maas 335,610(3) 4.5%
2124 Main Street
Huntington Beach, CA 92648
Kenneth C. Welch III 228,574(4) 3.1%
2124 Main Street
Huntington Beach, CA 92648
Richard W. Brail 0 0%
2124 Main Street
Huntington Beach, CA 92648
All Officers and Directors as 2,135,453(5) 27.1%
a Group (10 persons at
March 1, 1996)
(*) Excludes options that do not vest within 60 days after the Company's fiscal
year end.
(1) Includes options for 134,833 shares.
(2) Includes options for 134,300 shares.
(3) Includes options for 88,467 shares.
(4) Includes options for 42,000 shares.
(5) Includes options for 526,850 shares.
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Pursuant to the requirements of Section 13 or15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this Amendment No. 1 on Form
10-KSB/A to the registrant's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1995, to be signed on its behalf by the undersigned
thereunto duly authorized.
Dated: April 3, 1996 TOUCHSTONE SOFTWARE CORPORATION
By: /s/Ronald R. Mass
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Title: Chief Financial Officer
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