UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 2
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, 1996
COMMISSION FILE NUMBER 0-14096
FORELAND CORPORATION
(Exact name of registrant as specified in its charter)
NEVADA 87-0422812
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
12596 WEST BAYAUD, SUITE 300
LAKEWOOD, COLORADO 80228-2019
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code:(303) 988-3122
Securities registered pursuant to section 12(b) of the Act:
Title of each class Name of each exchange on which
registered
NONE NONE
Securities registered pursuant to section 12(g) of the Act:
COMMON STOCK, PAR VALUE $0.001
(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 o
The aggregate market value of the registrant's voting stock held by
nonaffiliates computed at the average closing bid and asked prices in the over-
the-counter market as quoted on the National Association of Securities Dealers
National Quotation system ("NASDAQ") on March 27, 1997, was approximately
$29,162,267.
As of March 27, 1997, the Company had outstanding 7,239,177 shares of its
common stock, par value $0.001.
Documents Incorporated by Reference. List hereunder the following
documents if incorporated by reference and the part of the form 10-K (e.g., part
I, part II, etc.) into which the document is incorporated: (1) any annual
report to security holders; (2) any proxy or information statement; and (3)
any prospectus filed pursuant to rule 424(b) or (c) under the Securities Act of
1933: NONE
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. o
PART III.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
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The following table sets forth the name and shareholdings of each director;
and the shareholdings of all executive officers and directors as a group. To
the Company's knowledge, no other individual or entity owns or record, or is
known to own beneficially, 5% or more of the Common Stock currently issued and
outstanding. Unless otherwise indicated, all shares consist of Common Stock,
and all such shares are owned beneficially and of record by the named person or
group.
NUMBER OF COMMON PERCENTAGE
NAME OF BENEFICIAL NATURE OF SHARES OWNED(1) OF
OWNER OWNERSHIP OWNERSHIP(2)
- --------------------- ------------ ---------------- ------------
DIRECTORS AND
PRINCIPAL STOCKHOLDERS
Grant Steele Common 141,191(3) 1.9%
Stock
Options 300,000(4)(9) 3.9%
------- ------- ----
Total 441,191 5.8%
N. Thomas Steele Common 92,580(5) 1.3%
Stock
Options 340,667(6)(9) 4.5%
------- ------- ----
Total 433,247 5.7%
Kenneth L. Ransom Common 125,204 1.7%
Stock
Options 300,001(7)(9) 3.9%
------- ------- ----
Total 425,205 5.6%
Bruce C. Decker Common 18,492 0.3%
Stock
Options 208,333(8)(9) 2.8%
------- ------- ----
Total 226,625 3.0%
ALL EXECUTIVE OFFICERS
AND DIRECTORS AS A Common 377,467 5.2%
GROUP (4 PERSONS) Stock
Options 1,149,001 13.6%
------- ------- ----
Total 1,526,468 18.1%
(1) Except as otherwise noted, shares are owned beneficially and of record, and
such record shareholder has sole voting, investment, and dispositive power.
The address of all such persons for purposes of this table is deemed to be
the address of the Company.
(2) Calculations of total percentages of shares outstanding for each individual
assumes the exercise of options held by that individual to which the
percentage relates. Percentages calculated for totals of all executive
officers and directors as a group assume the exercise of all options held
by the indicated group.
(3) Represents 33,333 shares owned by Dr. Steele's wife's estate and 26,667
shares held by his Individual Retirement Account, over which Dr. Steele
exercises sole investment, voting, and dispositive power.
(4) Consists of options to acquire 33,333 shares of Common Stock at an exercise
price of $4.50 per share at any time prior to December 31, 1997, options to
acquire 66,667 shares at an exercise price of $6.375 per share at any time
prior to September 16, 1999, and options vesting to acquire an aggregate of
200,000 shares at $5.00 per share expiring incrementally through September
1, 2006. The options to acquire 33,333 shares at $4.50 per share contain a
provision that, on exercise, the holder is granted a new option covering
the number of shares for which the prior option was exercised, with the
exercise price of the new option fixed at the then fair market value of the
Common Stock.
(5) Includes 2,333 shares of Common Stock and 2,083 shares of Common Stock
issuable on conversion of outstanding preferred stock, such shares of
common and preferred stock held by Mr. Steele's wife.
(6) Consists of options to acquire 38,889 shares of Common Stock at an exercise
price of $4.50 per share at any time prior to December 31, 1997, options to
acquire 11,111 shares at an exercise price of $3.93 per share at any time
prior to December 31, 1997, options to acquire 24,000 shares at $450 per
share at any time prior to May 19, 1998, options to acquire 66,667 shares
at an exercise price of $6.375 per share at any time prior to September 16,
1999, and options vesting to acquire an aggregate an aggregate of 200,000
shares at an exercise price of $5.00 per share expiring incrementally
through September 1, 2006. The options to acquire 38,889 shares at $4.50
per share contain a provision that, on exercise, the holder is granted a
new option covering the number of shares for which the prior option was
exercised, with the exercise price of the new option fixed at the then fair
market value of the Common Stock.
(7) Consists of options to acquire 21,778 shares of Common Stock at an exercise
price of $4.50 per share at any time prior to December 31, 1997, options to
acquire 11,556 shares at $3.93 per share at any time prior to December 31,
1997, options to acquire 66,667 shares at $6.375 per share at any time
prior to September 16, 1999, and options vesting to acquire an aggregate of
200,000 shares at $5.00 per share expiring incrementally through September
1, 2006. The options to acquire 21,778 at $4.50 per share contain a
provision that, on exercise, the holder is granted a new option covering
the number of shares for which the prior option was exercised, with the
exercise price of the new option fixed at the then fair market value of the
Common Stock.
(8) Consists of options to acquire 8,333 shares of Common Stock at $6.375 per
share expiring September 16, 1999, and options vesting to acquire an
aggregate of 200,000 shares at $5.00 per share expiring incrementally
through September 1, 2006.
(9) Does not include options to purchase 100,000 shares of Common Stock at an
exercise price of $4.00 per share at any time through July 18, 2001,
granted to each of N. Thomas Steele, Kenneth L. Ransom, and Bruce C.
Decker. Such options are subject to stockholder approval.
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SIGNATURES
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Pursuant to the requirements of section 13 or 15(d) of the Securities
Exchange of 1934, as amended, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
FORELAND CORPORATION
Dated: May 7, 1997 By /s/ N. Thomas Steele, President
