SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A NO. 1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1999
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: 2-99080-NY
National Diversified Services, Inc.
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(Exact name of Registrant as specified in its charter)
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<CAPTION>
<S> <C>
Delaware 11-2820379
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization (Identification No.)
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c/o Lester Morse P.C.
111 Great Neck Road
Great Neck, New York 11021
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code: (516) 487-1419
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Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
None
(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 (ss.229.405 of this chapter) 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].
As of March 27, 2000, the aggregate number of shares of the voting stock
held by non-affiliates was 1,762,870 shares of Common Stock, $.001 par value.
See "Item 5" regarding a sporadic market for the Company's Common Stock.
The number of shares outstanding of the Issuer's Common Stock, as of March
27, 2000 was 6,548,870.
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PART III
Item 10. Directors and Executive Officers of the Registrant.
(a) Identification of Directors
The names, ages and principal occupations of the Company's
present directors, and the date on which their term of office commenced and
expires, are as follows:
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First
Term of Became Principal
Name Age Office Director Occupation
<S> <C> <C> <C> <C>
George Rubin 72 (1) 1989 Private Investor
Morry Rubin 40 (1) 1998 Private Investor
Stacy Goldberg 37 (1) 1995 Private Investor
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(1) Directors are elected at the annual meeting of stockholders and hold
office to the following annual meeting.
(b) Identification of Executive Officers.
George Rubin is Chairman of the Board of Directors. Morry F. Rubin is
President, Chief Executive Officer, Principal Financial Officer and Treasurer of
the Company. Stacy Goldberg is Secretary of the Company. George Rubin is the
father of Stacy Goldberg and Morry F. Rubin. The Company's By-Laws provide that
the terms of all officers expire at the annual meeting of directors following
the annual stockholders meeting.
(c) Business Experience
George Rubin has been Chairman of the Board of Directors of the Company
since December 1989 and served as its and President, Chief Executive Officer and
Chief Financial and Accounting Officer and Treasurer of the Company from August
1995 until February, 1998. George Rubin has been Executive Vice President of
Preferred Labor LLC since September 1998 and is a Member-Manager of
Venturesforth LLC. Preferred Labor is a provider of temporary workers for manual
labor jobs with Transwin Management Inc. as its Manager. Venturesforth is a
holding company and is currently the Sole Member- Owner of Preferred Labor.
George Rubin served as Chairman of the Board of ATC Group
11
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Services Inc. (formerly ATC Environmental Inc.) from June 1988 until February
1998. Mr. Rubin devotes such time to the Company as is necessary for the
performance of his duties.
Morry F. Rubin has served as President, Chief Executive Officer, Treasurer
and Chief Financial Officer of the Company since February 1998. From June 1985
to August 1995, Mr. Rubin served as an executive officer and director of the
Company. Morry Rubin has been Chairman of Preferred Labor LLC since September
1998 and has also been Chief Executive Officer and sole shareholder of Transwin
Management, Inc. and a Member-Manager of Venturesforth LLC. Preferred Labor is a
provider of temporary workers for manual labor jobs with Transwin Management
Inc. as its Manager. Venturesforth is a holding company and is currently the
Sole Member-Owner of Preferred Labor. Mr. Rubin was President, Chief Executive
Officer and Treasurer of ATC Group Services Inc. (formerly ATC Environmental
Inc.) from January 1988 to February 1998 and a director of ATC from January 1988
to January 1998. Mr. Rubin also served as President, Chief Executive Officer and
Treasurer of Aurora Environmental Inc. ("Aurora") from May 1985 through June
1995, and as a director of Aurora from September 1983 through June 1995. Mr.
Rubin devotes such time to the Company as is necessary for the performance of
his duties.
Stacy Goldberg has served as a director and Secretary of the Company since
August 1995. From 1987 to January 1998, she was an Office Manager of ATC Group
Services Inc. Ms. Goldberg devotes such time to the Company as is necessary for
the performance of her duties.
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SIGNATURES
Pursuant to the requirements Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has caused this Report to be signed on its
behalf by the undersigned, thereunto duly authorized.
NDS DIVERSIFIED SERVICES, INC.
BY: /s/ George Rubin
George Rubin, Chairman of the Board
Dated: April 19, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:
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<CAPTION>
Signature Title Date
<S> <C> <C>
President, Chief
Executive Officer,
Treasurer, Principal
Financial and
/s/ Morry Rubin Accounting Officer April 19, 2000
- --------------------------- and Director
MORRY RUBIN
/s/ Stacy Goldberg Director and Secretary April 19, 2000
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STACY GOLDBERG
/s/ George Rubin Chairman of the Board April 19, 2000
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GEORGE RUBIN
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