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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM 10-KSB/A
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 1997
Commission file number 0-20462
CHATCOM, INC.
(Name of Small Business Issuer in Its Charter)
CALIFORNIA 95-3746596
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9600 TOPANGA CANYON BOULEVARD, CHATSWORTH, CALIFORNIA 91311
(Address of principal executive offices)
818/709-1778
(Issuer's telephone number)
Securities registered under Section 12(b) of the Exchange Act:
Name of Each Exchange
Title of Each Class on Which Registered
------------------- -------------------
None None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, no par value
(Title of Class)
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities 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
--- ---
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B 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 this Form 10-KSB
or any amendment to this Form 10-KSB. [_]
State issuer's revenues for its most recent fiscal year: $9,103,000.
Page 1 of 7
Exhibit Index on Page 4
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As of June 30, 1997, the aggregate market value of the voting stock held by
non-affiliates of the Registrant computed by reference to The Nasdaq Stock
Market's closing price for the Registrant's Common Stock on June 30, 1997, was
approximately $13,054,000.
The number of shares outstanding of the Registrant's only class of common
stock, as of June 30, 1997, was 9,896,824.
Documents incorporated by reference:
Portions or registrant's Proxy Statement for its 1997 Annual Meeting of
Shareholders, to be filed with the Securities and Exchange Commission within 120
days after the close of registrant's fiscal year, are incorporated herein by
reference in Part III of this Form 10-KSB.
Page 2 of 7
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
has caused this Amendment to its Report on Form 10-KSB to be signed on its
behalf by the undersigned, thereunto duly authorized.
CHATCOM, INC.
a California corporation
Dated July 16, 1997 By: /s/ James B. Mariner
----------------------------
James B. Mariner, President,
Chief Executive Officer and
Chief Financial Officer
Dated July 16, 1997 By: /s/ Cheryl A. Smithey
----------------------------
Cheryl A. Smithey
Controller and Principal
Accounting Officer
Page 3 of 7
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EXHIBIT INDEX
Page No.
3.1 Articles of Incorporation of Astro Systems and
Engineering, Inc., filed March 22, 1982 are
incorporated by reference to Exhibit 3(a) to the
Company's Form 10 Registration Statement as
amended by Form 8, Amendment No. 2, dated January 22,
1993 (the "Company's Form 10").
3.2 Certificate of Amendment of Articles of Incorporation
filed March 26, 1984, is incorporated by reference to
Exhibit 3(b) to the Company's Form 10.
3.3 Certificate of Amendment of Articles of Incorporation
filed May 28, 1985, is incorporated by reference to
Exhibit 3(c) to the Company's Form 10.
3.4 Certificate of Amendment of Articles of Incorporation
filed January 10, 1991, is incorporated by reference to
Exhibit 3(d) to the Company's Form 10.
3.5 Certificate of Determination filed with the California
Secretary of State on January 10, 1991, is incorporated
by reference to Exhibit 3(e) to the Company's Form 10.
3.6 Restated and Amended Bylaws, as of February 1, 1997, is
incorporated by reference to Exhibit 3(f) to the
Company's Form 10-QSB for the quarter ended December 31,
1996, as filed with the Commission on February 11, 1997.
3.7 Certificate of Amendment of Articles of Incorporation
filed with the California Secretary of State on December
6, 1993, is incorporated by reference to the Companys
1994 Form 10-KSB.
3.8 Certificate of Amendment of Articles of Incorporation
filed Determination filed with the California Secretary
of State on February 14, 1996, is incorporated by
reference to Exhibit 3.9 to the Companys 1996 Form 10-
KSB, as filed with the Commission on July 1, 1996.
3.9 Certificate of Determination and Decrease for Series B
Preferred Stock filed with the California Secretary of
State on March 19, 1996, is incorporated by reference to
Exhibit 4(b) to the Companys Registration Statement on
Form S-3 (Registration No. 333-3792), as amended by
Amendment No. 1 dated June 3, 1996 (the "Registration
Statement").
3.10 Certificate of Determination for Series C Preferred
Stock filed with the California Secretary of State on
April 15, 1996, is incorporated by reference to Exhibit
4(d) to the Registration Statement.
3.11 Certificate of Determination for Series D Preferred
Stock filed with the California Secretary of State on
December 6, 1996
Page 4 of 7
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10.1 Indemnification Agreement between the Company and A.
Charles Lubash, dated February 1, 1992, is incorporated
by reference to Exhibit 10(k) to the Company's Form 10.
10.2 Indemnification Agreement between the Company and George
L. Lazik, dated February 1, 1992, is incorporated by
reference to Exhibit 10(l) to the Company's Form 10.
10.3 Indemnification Agreement between the Company and
Richard F. Gordon, Jr., dated February 1, 1992, is
incorporated by reference to Exhibit 10(m) to the
Company's Form 10.
10.4 Indemnification Agreement between the Company and
Charles Conrad, Jr., dated February 1, 1992, is
incorporated by reference to Exhibit 10(n) to the
Company's Form 10.
10.5 Indemnification Agreement between the Company and
James R. Spievak, dated February 1, 1992, is
incorporated by reference to Exhibit 10(o) to
the Company's Form 10.
10.6 Option Agreement between the Company and A. Charles
Lubash, dated May 8, 1992, is incorporated by
reference to Exhibit 10(v) to the Companys 1993
Form 10-KSB.
10.7 Option Agreement between the Company and George L.
Lazik, dated May 8, 1992, is incorporated by reference
to Exhibit 10(w) to the Companys 1993 Form 10-KSB.
10.8 Lease between HWL Properties, a California partnership,
and the Company, dated May 5, 1993, as amended June 1,
1993, is incorporated by reference to Exhibit 10(x)
to the Companys 1993 Form 10-KSB.
10.9 $3,500,000 Business Financing Agreement with
Deutsche Financial Services Corporation (formerly
ITT Commercial Finance Corporation), dated May 16,
1995, is incorporated by reference to Exhibit 10(y) to
the Companys 1995 Form 10-KSB, as filed with the
Commission on June 26, 1995.
10.10 1994 Stock Option Plan, dated August 31, 1994, as
amended, is incorporated by reference to Exhibit 10.3
to the Companys Quarterly Report on Form 10-QSB for
the fiscal quarter ended December 31, 1996, as filed
with the Commission on February 11, 1997.
10.11 Employment Agreement between A. Charles Lubash and the
Company, dated April 1, 1995, is incorporated by
reference to Exhibit 10(dd) to the Companys 1995 Form
10-KSB, as filed with the Commission on June 26, 1995.
10.12 Consulting Agreement between George L. Lazik and the
Company, dated March 11, 1996, is incorporated by
reference to Exhibit 10.12 to the Companys 1996 Form
10-KSB, as filed with the Commission on July 1, 1996.
Page 5 of 7
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10.13 Amended and Restated Employment Agreement between
Russell Jackson and the Company, effective April 1,
1993, is incorporated by reference to Exhibit 10(ff)
to the Companys 1995 Form 10-KSB, filed with the
Commission on June 26, 1995.
10.14 Form of Stock Purchase Agreement for Series B
Preferred Stock and Series C Preferred Stock, entered
into by the Company and Julie Nordlicht, A. Ziskind,
Tail Wind Fund, Ltd., Cassolette, David Freund and
Legong Investments N.V. is incorporated by reference
to Exhibit 10.14 to the Companys 1996 Form 10-KSB, as
filed with the Commission on July 1, 1996.
10.15 Employment Agreement between the Company and James B.
Mariner dated as of April 1, 1997.
10.16 Form of Warrant Agreement, dated December 13, 1996,
entered into by ChatCom, Inc. and Maximum Partners,
Ltd. is incorporated by reference to Exhibit 10.2 to
the Companys Quarterly Report on Form 10-QSB for the
fiscal quarter ended June 30, 1996, as filed with the
Commission on August 14, 1996.
10.17 Purchase Agreement, dated as of December 9, 1996,
regarding the sale of Series D Preferred Stock and
Warrants to purchase Common Stock, is incorporated
by reference to Exhibit 10.1 to the Companys Quarterly
Report on Form 10-QSB for the fiscal quarter ended
December 31, 1996, as filed with the Commission on
February 11, 1997.
10.18 Form of Warrant Agreement, dated December 13, 1996,
entered into by ChatCom, Inc. and Strategic Growth
International, Inc. relating to warrants to purchase
100,000 shares of Common Stock of ChatCom, Inc., is
incorporated by reference to Exhibit 10.2 to the
Companys Quarterly Report on Form 10-QSB for the
fiscal quarter ended December 31, 1996, as filed with
the Commission on February 11, 1997.
10.19 Indemnification Agreement between the Company and
Gerald R. Sayer, dated as of August 14, 1995.
10.20 Indemnification Agreement between the Company and
James D. Edwards, dated as of October 9, 1995.
10.21 Indemnification Agreement between the Company and
Sanford C. Sigoloff, dated as of February 8, 1996.
10.22 Indemnification Agreement between the Company and
Philip B. Smith, dated as of February 8, 1996.
10.23 Indemnification Agreement between the Company and
John R. Grady, dated as of January 3, 1994.
10.24 Indemnification Agreement between the Company and
James B. Mariner, dated as of March 5, 1996.
Page 6 of 7
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10.25 Indemnification Agreement between the Company and
Richard L. Picheny, dated as of March 10, 1997.
10.26 Indemnification Agreement between the Company and
Andrew M. Brown, dated as of May 14, 1997.
10.27 Indemnification Agreement between the Company and
Russell Jackson dated as of February 8, 1996.
10.28 OEM Agreement between the Company and Vinca Corporation,
dated June 17, 1997.
23 Consent of Deloitte & Touche, L.L.P., dated July
14, 1997, to the incorporation by reference in
the Registration Statements (Forms S-3, Nos. 333-3792
and 33-99668) and the related prospectuses, with
respect to the Financial Statements of ChatCom, Inc.
included in the Annual Report (Form 10-KSB) for the
years ended March 31, 1997, 1996 and 1995.
27 Financial Data Schedule.
Page 7 of 7
<TABLE> <S> <C>
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<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM BALANCE
SHEETS, STATEMENTS OF OPERATIONS, STATEMENTS OF CASH FLOWS AND RELATED FOOTNOTES
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> YEAR YEAR
<FISCAL-YEAR-END> MAR-31-1997 MAR-31-1996
<PERIOD-START> APR-01-1996 APR-01-1995
<PERIOD-END> MAR-31-1997 MAR-31-1996
<CASH> 1,169 1,067
<SECURITIES> 0 0
<RECEIVABLES> 1,443 2,230
<ALLOWANCES> (109) (262)
<INVENTORY> 2,721 3,481
<CURRENT-ASSETS> 5,332 7,218
<PP&E> 1,398 1,033
<DEPRECIATION> (747) (494)
<TOTAL-ASSETS> 6,007 7,778
<CURRENT-LIABILITIES> 2,137 3,717
<BONDS> 0 0
0 0
1,407 1,294
<COMMON> 10,090 5,860
<OTHER-SE> (7,639) (3,112)
<TOTAL-LIABILITY-AND-EQUITY> 6,007 7,778
<SALES> 9,103 14,790
<TOTAL-REVENUES> 9,103 14,790
<CGS> 6,894 9,882
<TOTAL-COSTS> 6,894 9,882
<OTHER-EXPENSES> 6,847 6,689
<LOSS-PROVISION> 166 37
<INTEREST-EXPENSE> 12 183
<INCOME-PRETAX> (4,601) (1,964)
<INCOME-TAX> 0 4
<INCOME-CONTINUING> (4,601) (1,968)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (4,601) (1,968)
<EPS-PRIMARY> (0.61) (0.26)
<EPS-DILUTED> (0.61) (0.26)
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