SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 2 TO
FORM 10-K/A
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[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 1998
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[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number 0-20771
DIGITAL COURIER TECHNOLOGIES, INC.
(Previous Name of Registrant: DataMark Holding, Inc.)
(exact name of registrant as specified in its charter)
Delaware 87-0461856
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
136 Heber Avenue, Suite 204
P. O. Box 8000
Park City, Utah 84060
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(435) 655-3617
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.0001
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 .
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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. [ ]
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<PAGE>
ITEM 11. EXECUTIVE COMPENSATION
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The following table sets forth the aggregate cash compensation paid by
the Company for services rendered during the last three years to the Company's
Chief Executive Officer as of June 30, 1997 and to each of the Company's other
executive officers whose annual salary and bonus exceeded $100,000.
<TABLE>
<CAPTION>
Summary Compensation
Long-Term
Annual Compensation Compensation
------------------- ------------
Other Annual
Name and Principal Year Ended Salary Bonus Compensation Options/SARs
Position June 30 ($) ($) ($) (#)
-------- ------- --- --- --- ---
<S> <C> <C> <C> <C> <C>
Raymond J. Pittman 1998 $ -
Chief Executive Officer
Mitchell L. Edwards 1998 $ 150,000 $25,000 215,000
Executive Vice
President, Chief
Financial Officer
</TABLE>
Compensation of the executive officers may be increased from time to time as
recommended by the compensation committee and approved by the Board of
Directors.
Stock Options Granted in Last Fiscal Year
<TABLE>
<CAPTION>
Potential Realizable Value
as Assumed Annual Rates
of Stock Price Appreciations
Individual Grants for Option Term
- ---------------- -------------- -------------- --------------- -------------- --------------- --------------
% of Total
Options
Granted to
Options Employees Exercise Expiration 5% 10%
Name Granted (#) in 1998 Price Date ($)
- ---------------- -------------- -------------- --------------- -------------- --------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Mitchell L.
Edwards 65,000 8.0% $2.75 Oct. 2007 $ 8,938 $17,875
- ---------------- -------------- -------------- --------------- -------------- --------------- --------------
150,000 18.3% $2.75 Mar. 2008 20,625 41,250
- ---------------- -------------- -------------- --------------- -------------- --------------- --------------
Total 215,000 26.3% $2.75 $29,563 $59,125
- ---------------- -------------- -------------- --------------- -------------- --------------- --------------
</TABLE>
Aggregated Option Exercises and Year-End Option Values in Fiscal 1998
The following table summarizes for each of the named executive officers
of the Company the number of stock options, if any, exercised during fiscal
1998, the aggregate dollar value realized upon exercise, the total number of
unexercised options held at June 30, 1998 and the aggregate dollar value of
in-the-money unexercised options, if any, held at June 30, 1998. Value realized
upon exercise is the difference between the fair market value of the underlying
stock on the exercise date and the exercise price of the option. The value of
unexercised, in-the-money options at June 30, 1998 is the difference between its
exercise price and the fair market value of the underlying stock on June 30,
1998, which was $9.375 per share based on the closing bid price of the Common
Stock on June 30, 1998. The underlying options have not been, and may never be,
exercised; and actual gains, if any, on exercise will depend on the value of the
Common Stock on the actual date of exercise. There can be no assurance that
these values will be realized.
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<PAGE>
<TABLE>
<CAPTION>
Value of Unexercised
Number of Unexercised Options In-the-Money Options at
at 6/30/98 6/30/98
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Shares
Acquired Value
on Realized
Name Exercise(#) ($) Exercisable Unexercisable Exercisable Unexercisable
- -------------------- ------------- ------------- -------------- ----------------- -------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Raymond J. Pittman 0 $ 0 0 0 $ 0 $ 0
Mitchell L. Edwards 0 $ 0 265,000 150,000 $1,755,625 $ 993,750
</TABLE>
Stock Option Plan
The Company has adopted the Amended and Restated Incentive Plan (the
"Option Plan") to assist the Company in securing and retaining key employees and
directors. The Option Plan provides that options to purchase a maximum of
2,500,000 shares of Common Stock may be granted to (i) directors and
consultants, and (ii) officers (whether or not a director) or key employees of
the Company ("Eligible Employees"). The Option Plan will terminate in 2014
unless sooner terminated by the Board of Directors.
The Option Plan is administered by a committee (the "Option Committee")
currently consisting of the Board of Directors. The total number of options
granted in any year to Eligible Employees, the number and selection of Eligible
Employees to receive options, the number of options granted to each and the
other terms and provisions of such options are wholly within the discretion of
the Option Committee, subject to the limitations set forth in the Option Plan.
The option exercise price for options granted under the Plan may not be less
than 100% of the fair market value of the underlying common stock on the date
the option is granted. Options granted under the Option Plan expire upon the
earlier of an expiration date fixed by the Option Committee or five years from
the date of grant.
Under the Option Plan, the Company may issue both qualified and
non-qualified stock options. As of June 30, 1998, options to purchase 1,643,000
shares of Common Stock were outstanding under the Plan.
Compensation of Directors
The Company's non-employee Directors are not currently compensated for
attendance at Board of Director meetings. Non-employee directors may be granted,
on an ad hoc basis, stock options upon being appointed to the Board. The Company
may adopt a formal director compensation plan in the future. All of the
Directors are reimbursed for their expenses for each Board and committee meeting
attended.
3
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 of 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.
DIGITAL COURIER TECHNOLOGIES, INC.
Dated: October 28, 1998 By /s/ James A. Egide
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James A. Egide, Chairman of the Board
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ James A. Egide Director and Chairman October 28, 1998
- ---------------------------- of the Board
James A. Egide
/s/ Raymond J. Pittman Director and Chief October 28, 1998
- ---------------------------- Operating Officer
Raymond J. Pittman
/s/ Mitchell L. Edwards Director, Executive Vice President, October 28, 1998
- ---------------------------- and Chief Financial Officer
Mitchell L. Edwards
Director October , 1998
- ----------------------------
Glen Hartman
Director October , 1998
- ----------------------------
Kenneth Woolley
/s/ Michael D. Bard Controller October 28, 1998
- ----------------------------
Michael D. Bard
</TABLE>
