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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A NO. 1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended Commission File Number:
March 31, 1997 0-14063
BARRISTER INFORMATION SYSTEMS CORPORATION
(Exact name of registrant as specified in its charter)
New York 16-1176561
(State or other jurisdiction of (I.R.S. Employer
incorporation of organization) Identification No.)
465 Main Street, Buffalo, New York 14203
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (716) 845-5010
--------------------------------------------
SECURITIES REGISTERED PURSUANT TO SECTION 12 (b) OF THE ACT: None.
SECURITIES REGISTERED PURSUANT TO SECTION 12 (g) OF THE ACT:
Common Stock, $.24 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-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 X .
---
The aggregate market value of Common Stock held by non-affiliates of the
registrant, based upon the closing price of the Common Stock on June 13, 1997,
was approximately $3.6 million.
The number of shares outstanding of the Registrant's common stock, $.24
par value, was 8,201,300 at June 13, 1997.
DOCUMENTS INCORPORATED BY REFERENCE
Parts I, II and IV incorporate by reference portions of the Barrister
Information Systems Corporation Annual Report to Shareholders for the fiscal
year ended March 31, 1997 (the "Company's 1997 Annual Report").
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The purpose of this amendment is to amend Items 10, 11, 12 and 13 to
read as set forth herein.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth information concerning the executive
officers and directors of the Company as of June 13, 1997:
<TABLE>
<CAPTION>
NAME AGE POSITION
- ---- --- --------
<S> <C> <C>
Henry P. Semmelhack 60 President, Chairman of the Board of Directors and Chief
Executive Officer
Richard P. Beyer 50 Vice President, Chief Financial Officer and Director
Mark C. Donadio 41 Secretary and General Counsel
Mark J. Phillips 42 Vice President - Sales
Jose Rivero 48 Vice President - Service Division and Director
Franklyn S. Barry, Jr. 57 Director
Warren E. Emblidge, Jr. 53 Director
Richard E. McPherson 64 Director
James D. Morgan 60 Director
James Page 28 Director
</TABLE>
Henry P. Semmelhack has served as the Company's Chairman of the Board
of Directors, Chief Executive Officer and President since its incorporation in
1982. He was one of the founders of Comptek Research, Inc. ("Comptek") (a
manufacturer and marketer of computer systems for the defense industry) and
currently serves as a Director of Comptek. Previously he served as Comptek's
Chairman of the Board, Chief Executive Officer and President. Mr. Semmelhack is
also a Director of Merchants Group, Inc.
Richard P. Beyer became Vice President Finance and Treasurer of the
Company in 1982 following its incorporation. He previously was Vice President
Finance and Treasurer of Comptek.
Mark C. Donadio joined the Company in January, 1991 as its Secretary
and General Counsel. Prior to his joining the Company, he was a partner at
Saperston & Day, P.C. in Buffalo, New York.
Mark J. Phillips joined the Company in March, 1995 as its Vice
President of Sales. Prior to joining the Company, he was a sales and marketing
executive with Digital Equipment Corporation.
Jose Rivero is currently Vice President of the Services Division of the
Company. He has been with the Company since 1982. He served as Vice President in
charge of Hardware Operations, Manufacturing, Processing and Inventory from 1989
to 1991. Prior to that Mr. Rivero was Vice President of Customer Operations in
charge of Hardware and Software Installation and Maintenance from 1987 to 1989.
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Franklyn S. Barry, Jr. is an owner and operator of privately held
consumer products companies which distribute infant products, housewares, and
furniture. He was President of Ingram Software, Inc. (a distributor of
microcomputer software and supplies) from 1985 to 1987, and a founder and Chief
Executive Officer of its predecessor, Software Distribution Services, Inc. from
1983 to 1985. He has been a Director of Merchants Mutual Insurance Company (a
property and casualty underwriter) since 1981, and was a Director of Merchants
Insurance Group, Inc. from 1986 to 1994.
Warren E. Emblidge, Jr. has been President of S.J. McCullagh, Inc., an
importer, roaster and distributor of coffee and related products, from 1986 to
present. From 1987 to 1988 he was Chairman of Joseph Malecki Corporation, a meat
processor for the retail trade. Between 1989 - 1992, he was President and
founder of Juiceables, Inc., a bag-in-box distributor and President and
co-founder of GR8 Nutrition, Inc., a producer of specialty powdered foods for
the geriatric and dental markets. Previously Mr. Emblidge served in various
executive positions at Goldome FSB/Buffalo Savings Bank, including Executive
Vice President of Goldome Realty Credit Corporation, President of Goldome
Corporation and Group Vice President of Buffalo Savings Bank.
Richard E. McPherson served as a Vice President of the Company since
its incorporation in 1982 until 1995 when he retired. He was one of the founders
of Comptek and served as Vice President of that company prior to April 1982.
James D. Morgan is currently Vice President and Chief Scientist of
Comptek. He served as Vice President of Product Engineering of the Company from
1982 to 1990. He was one of the founders of Comptek and currently serves as a
Director of that company.
James Page is a Director of Enlightened TV, Ltd., a European media
holding company with interests in terrestrial television stations in Germany. He
was formerly Chief Analyst with Boxall Asset Management of Great Britain, a
venture capital and proprietary trading firm, and formerly a strategic
consultant for Eidos, P.L.C., the largest computer games publisher in Europe.
ITEM 11. EXECUTIVE COMMITTEE
EXECUTIVE COMPENSATION
The following table sets forth all cash compensation paid to the Chief
Executive Officer for services rendered to the Company in all capacities during
the fiscal years ended March 31, 1997, 1996 and 1995.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term Compensation
-----------------------
Annual Compensation Awards Payouts
------------------- ------ -------
Other Securities
Name and Annual Restricted Underlying LTIP All Other
Principal Salary Bonus Compen- Stock Options/ Payouts Compen-
Position Year ($) ($) sation ($) Award (s) SARs (#) ($) sation
- ------------ ---- --- --- ---------- ---------- -------- --- ------
($)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Henry P. Semmelhack 1997 105,019 - - - - - -
Chief Executive 1996 74,024 - - - - - -
Officer
1995 56,627 - - - 72,000 - -
</TABLE>
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AGGREGATED OPTION EXERCISE TABLE
Aggregated Option Exercises in Last Fiscal Year and FY-End Option Values
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Options/SARs at FY-End (#) at FY-End ($)
-------------------------- -------------
Shares Acquired Value
Name On Exercise Realized ($) Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Henry P. Semmelhack 0 0 91,000 26,000 $125,700 $36,075
Chief Executive
Officer
</TABLE>
The amount reported in the compensation table above does not include
expenditures made by the Company for an automobile and insurance benefits. These
benefits did not exceed the lesser of $25,000 or 10% of the compensation
reported in the table above. No other officer of the Company earned more than
$100,000 during the fiscal year ended March 31, 1997.
COMPENSATION OF DIRECTORS
Employee directors receive no additional compensation for service on
the Board of Directors or its Committees. Directors who are not employees
receive a $4,000 annual retainer, payable semiannually plus a fee of $500 for
each Board and Committee meeting attended with a $500 maximum per day.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information as of June 20, 1997
with respect to the beneficial ownership of the Company's Common Stock by all
persons or groups (as such terms are used in Section 13(d)(3) of the Securities
Exchange Act of 1934) known by the Company to be beneficial owners of more than
5% of its outstanding common stock.
<TABLE>
<CAPTION>
NAME AND ADDRESS COMMON PERCENT
OF STOCK OF
BENEFICIAL OWNER(1) COMMON STOCK(2)
<S> <C> <C>
Brebar Investments Ltd. 3,500,000(3) 36.08
Henry P. Semmelhack 2,024,679(4) 23.80
761 Willardshire Blvd.
Orchard Park, NY 14127
James D. Morgan 898,163(5) 10.82
34 Ironwood Court
East Amherst, NY 14051
Richard E. McPherson 875,352(6) 10.56
304 Burroughs Drive
Amherst, NY 14226
</TABLE>
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(1) The beneficial ownership information presented is based upon
information furnished by each person or contained in filings with the
Securities and Exchange Commission. Pursuant to Rule 13d-3 of the
Regulations under the Securities Exchange Act of 1934, as amended,
beneficial ownership of a security consists of sole or shared voting
power (including the power to vote or direct the vote) and/or sole or
shared investment power (including the power to dispose or to direct
the disposition) with respect to a security whether through any
contract, arrangement, understanding, relationship or otherwise. Except
as otherwise indicated, the named person has sole voting and investment
power with respect to the Common Stock set forth opposite his name.
Percentages have been calculated on the basis of 8,201,300 Common Stock
shares outstanding, plus, as appropriate, shares deemed outstanding
pursuant to Rule 13d-3(d)(1).
(2) The percent of Common Stock beneficially owned is equivalent to each
person's or group's percentage of the aggregate number of votes
attributable to outstanding Common Stock.
(3) On March 29, 1996, the Company completed a Regulation S Offering with
Brebar Investments Ltd. whereby 2,000,000 shares of Common Stock were
sold to Brebar Investments Ltd. Also includes Warrants to purchase
1,500,000 shares of Common Stock.
(4) Includes 376,790 shares of Common Stock and Warrants to purchase 45,000
shares of Common Stock owned by Mr. Semmelhack's wife and children. Mr.
Semmelhack disclaims any beneficial ownership of such shares. Includes
options to purchase 91,000 shares of Common Stock and Warrants to
purchase 168,750 shares of Common Stock.
(5) Includes 207 shares held in trust by Mr. Morgan for the benefit of his
children. Mr. Morgan disclaims any beneficial ownership of such shares
held in trust. Includes non-qualified options to purchase 10,000 shares
of Common Stock and Warrants to purchase 90,000 shares of Common Stock.
(6) Includes Warrants to purchase 90,000 shares of Common Stock.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth the beneficial ownership of Common Stock of the
Company as of June 20, 1997 by each director and by all directors and officers
as a group.
<TABLE>
<CAPTION>
NAME OF COMMON PERCENT OF
BENEFICIAL OWNER(1) STOCK COMMON STOCK
- ------------------- ------------ ------------
<S> <C> <C>
Henry P. Semmelhack 2,024,679(2) 23.80
James D. Morgan 898,163(3) 10.82
Richard E. McPherson 875,352(4) 10.56
Richard P. Beyer 227,813(5) 2.76
Jose Rivero 138,910(6) 1.68
All officers and directors
as a group (10 persons) 4,261,042(7) 48.05
</TABLE>
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(1) The beneficial ownership information presented is based upon
information furnished by each person or contained in filings with the
Securities and Exchange Commission. Pursuant to Rule 13d-3 of the
Regulations under the Securities Exchange Act of 1934, as amended,
beneficial ownership of a security consists of sole or shared voting
power (including the power to vote or direct the vote) and/or sole or
shared investment power (including the power to dispose or to direct
the disposition) with respect to a security whether through any
contract, arrangement, understanding, relationship or otherwise. Except
as otherwise indicated, the named person has sole voting and investment
power with respect to the Common Stock set forth opposite his name.
Percentages have been calculated on the basis of 8,201,300 Common Stock
shares outstanding, plus, as appropriate, shares deemed outstanding
pursuant to Rule 13d-3(d)(1).
(2) Includes 376,790 shares of Common Stock and Warrants to purchase 45,000
shares of Common Stock owned by Mr. Semmelhack's wife and children. Mr.
Semmelhack disclaims any beneficial ownership of such shares. Includes
options to purchase 91,000 shares of Common Stock and Warrants to
purchase 168,750 shares of Common Stock.
(3) Includes 207 shares held in trust by Mr. Morgan for the benefit of his
children. Mr. Morgan disclaims any beneficial ownership of such shares
held in trust. Includes non-qualified options to purchase 10,000 shares
of Common Stock and Warrants to purchase 90,000 shares of Common Stock.
(4) Amount includes Warrants to purchase 90,000 shares of Common Stock.
(5) Amount includes options to purchase 49,000 shares of Common Stock and
Warrants to purchase 11,250 shares of Common Stock.
(6) Amount includes options to purchase 57,000 shares of Common Stock.
(7) Amount includes options to purchase 262,000 shares of Common Stock and
Warrants to purchase 405,000 shares of Common Stock. Except as
indicated in Footnotes 2 & 3 above, members of the group have sole
voting and investment power with respect to all shares indicated.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Prior to March 31, 1997, the Company had a term note in the amount of
$2,500,000 with BIS Partners, L.P. ("BIS Partners"), a limited partnership
composed of private investors. BIS Partners had also provided the Company with a
working capital loan of $500,000, which has been paid off. The term note is
secured by Company assets and receivables. Partners in BIS Partners, L.P.
include Company officers Semmelhack and Beyer and Company directors McPherson
and Morgan. On March 31, 1997, the Company renegotiated the terms of its loan
agreement with BIS Partners, L.P., extending the repayment schedule through the
year 2004 and agreeing to an interest rate of prime plus 3.5%. On March 31,
1997, the balance of the term note was $1,425,000.
On August 31, 1995, BIS Partners forgave $450,000 of the term debt owed
by the Company. At the same time, 450,000 Warrants were issued to BIS Partners
to purchase up to 450,000 shares of Company Common Stock. The price per share
for purchase of the Common Stock upon exercise of the Warrant is $1-15/16, the
closing price of the Common Stock on August 31, 1995. The Warrants expire on
August 31, 2005. No Warrants have been exercised.
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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.
BARRISTER INFORMATION SYSTEMS CORPORATION
DATE: July 29, 1997 BY:/s/ Richard P. Beyer
--------------------------------- ---------------------
Richard P. Beyer, Vice President
and Chief Financial Officer
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