As filed with the Securities and Exchange Commission on January 25, 1999
Registration No. 333-39775
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 6 ON FORM S-2
TO
REGISTRATION STATEMENT
ON
FORM S-3
UNDER
THE SECURITIES ACT OF 1933
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INTEGRATED SPATIAL INFORMATION SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
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COLORADO 84-0868815
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
13119 PROFESSIONAL DRIVE, SUITE 200
JACKSONVILLE, FLORIDA 32225
(904) 220-4747
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
G. STEPHEN CARREKER
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
INTEGRATED SPATIAL INFORMATION SOLUTIONS, INC.
13119 PROFESSIONAL DRIVE, SUITE 200
JACKSONVILLE, FLORIDA 32225
(904) 220-4747
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
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Copy to:
Lester R. Woodward, Esq.
Davis, Graham & Stubbs LLP
Suite 4700
370 Seventeenth Street
Denver, Colorado 80202
(303) 892-9400
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:
From time to time after the effective date of this Registration Statement.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
Pursuant to Rule 416 of the Securities Act of 1933, this Registration
Statement also registers shares of the Common Stock of the Company to be offered
or issued to prevent dilution resulting from stock splits, stock dividends or
similar transactions.
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The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any State.
SUBJECT TO COMPLETION, DATED JANUARY ___, 1999
INTEGRATED SPATIAL INFORMATION SOLUTIONS, INC.
6,993,380 SHARES OF COMMON STOCK OFFERED BY THE SELLING STOCKHOLDERS
This Prospectus relates to 6,993,380 shares of the common stock, no par
value (the "Common Stock") of Integrated Spatial Information Solutions, Inc., a
Colorado corporation (the "Company") (formerly DCX, Inc.) (collectively the
"Stockholder Securities") offered by the stockholders of the Company named under
"Selling Stockholders" (the "Selling Stockholders"). The Stockholder Securities
include 1,223,493 shares of Common Stock issuable upon exercise of warrants
issued by the Company (collectively the "Warrant Shares").
3,839,442 of the Selling Stockholder Securities are being offered by the
former shareholders of PlanGraphics, Inc. ("PlanGraphics"), a wholly-owned
subsidiary of the Company, certain consultants engaged by the Company in
connection with the transaction by which PlanGraphics became a Company
subsidiary, and by other consultants, affiliates and investors of PlanGraphics
and the Company. The remaining 2,908,938 and 245,000 Stockholder Securities are
being offered respectively by Austost Anstalt Schaan and Balmore Funds S.A., the
investors in the Company's August 1998 private placement (the "Private
Placement") of 700 shares of its Series A 6% Cumulative Convertible Preferred
Stock ("Preferred Stock"), and by The Ridgefield Group and Libra Finance, S.A.,
placement agents for the Private Placement, pursuant to warrants to purchase up
to 245,000 shares of Common Stock.
As described more fully herein at "Risk Factors-Private Placement;
Conversion of Preferred Stock; Dilution; Mandatory Redemption," the Preferred
Stock is convertible into a presently indeterminate number of shares of Common
Stock. As of the date of this Prospectus, approximately 110 shares of Preferred
Stock have been converted, resulting in the issuance of approximately 501,552
shares of Common Stock.
As to the Private Placement, this Registration Statement relates solely to
the shares of Common Stock issuable upon conversion of the shares of Preferred
Stock, based generally upon a conversion price of eighty percent (the Preferred
Stock maximum discount rate upon conversion, as discussed in greater detail
below) of the closing price of the Common Stock on October 8, 1998, and the
245,000 shares of Common Stock issuable upon exercise of warrants sold by the
Company in connection with the Private Placement. The exact number of shares of
Common Stock issuable upon conversion will be determined by a number of factors
including, among others, whether all Preferred Stock dividends have been paid,
and the then-current market price of the Common Stock. In this regard, the
number of shares which would issue upon any conversion of Preferred Stock will
increase with any decrease in the trading price of the Common Stock. Further,
while the Company is unaware of any such intentions, it is possible that the
holders of Preferred Stock could engage in short sales of the Common Stock prior
to any conversion of the Preferred Stock, potentially resulting in a reduction
in the trading price of the Common Stock and an increase in the number of shares
of Common Stock issuing upon such conversion. Investors should note then, that
the number of shares of Common Stock which may issue upon conversion of the
Preferred Stock may be materially less or greater than 2,908,938 shares and this
number does not constitute a projection by the Company as to the future market
price of its Common Stock or the number of shares of Common Stock which
<PAGE>
will ultimately issue upon any conversion of Preferred Stock. If because of
decreases in the Common Stock trading price the number of shares of Common Stock
to issue upon any conversion of the Preferred Stock exceeds 2,908,938 shares,
the Company will be required to file an additional registration statement
registering such shares, the cost of which registration would be borne by the
Company.
On September 4, 1998, NASDAQ notified the Company that the Common Stock
would be delisted effective that day due to the Company's inability to comply
with the terms of the Nasdaq Listing Qualifications Panel for the Company to
maintain it's listing on the NASDAQ Small Cap Market. The Company's current
listing on the Over-the-Counter ("OTC") Bulletin Board has resulted in reduced
trading volume of the Common Stock, reducing the Company's ability to raise
capital through equity offerings. To the extent the Company is unable to satisfy
its working capital needs by other means, the Company's ability to sustain its
operations and pursue its business plan will be adversely effected.
Stockholder Securities may be sold from time to time in transactions
(which may include block transactions) on the OTC Bulletin Board, in negotiated
transactions, or by a combination of such methods of sale at fixed prices which
may be changed, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. The holders of
Stockholder Securities may effect such transactions by selling Stockholder
Securities to or through broker-dealers, and such broker-dealers may receive
compensation in the form of discounts, concessions or commissions from the
holders of Stockholder Securities and/or the purchasers of Stockholder
Securities for whom such broker-dealers may act as agent or to whom they may
sell as principal or both (which compensation as to a particular broker-dealer
might be in excess of customary commissions).
The Warrant Shares have issued or may issue under certain warrants issued
by the Company as compensation for services, in connection with other business
transactions, or issued in connection with the Private Placement. These consist
of: one warrant issued to Transition Partners Limited to acquire up to 111,260
shares, exercisable in full at an exercise price of $1.00 per share, exercisable
until January 14, 2002, as compensation for certain financial and management
advisory services to the Company, and one warrant issued to Transition Partners
Limited to acquire up to 243,596 shares, at exercise prices ranging from $1.00
to $2.125 per share, and which are not yet fixed as to 66,552 of these warrant
shares and which therefore may as to such shares be exercisable above or below
the $1.00 to $2.125 range per share, exercisable upon and to the extent of the
issuance of additional shares of Common Stock by the Company pursuant to the
anti-dilution provisions of the consulting agreement between Transition Partners
Limited and the Company, exercisable until January 14, 2002; one warrant issued
to Copeland Consulting Group, Inc., a company owned by Gene R. Copeland, a
Managing Director of Transition Partners Limited, to purchase up to 111,260
shares, exercisable in full at an exercise price of $1.00 per share, exercisable
until January 14, 2002, as compensation for the financial and management
advisory services provided to the Company by Transition Partners Limited, and
one warrant issued to Copeland Consulting Group, Inc. to acquire up to 243,596
shares, at exercise prices ranging from $1.00 to $2.125 per share, and which are
not yet fixed as to 66,552 of these warrant shares and which therefore may as to
such shares be exercisable at per share prices above or below the $1.00 to
$2.125 range per share, exercisable upon and to the extent of the issuance of
additional shares of Common Stock by the Company pursuant to the anti-dilution
provisions of the consulting agreement between Transition Partners Limited and
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<PAGE>
the Company, exercisable until January 14, 2002; warrants issued to Spencer
Edwards, Inc. to purchase up to 120,000 shares, exercisable in full at an
exercise price of $2.25 per share, exercisable until June 30, 1999, as
compensation for certain financial advisory services; warrants issued to
Coretech, Ltd. to acquire up to 36,281 shares, exercisable in full at an
exercise price of $1.875 per share, exercisable through November 8, 1998, for
services in connection with an equity offering by the Company; warrants issued
to Gerald Alexander to purchase up to 97,500 shares, exercisable in full at an
exercise price of $1.875 per share, exercisable through August 1, 2000, for
services in connection with an equity offering by the Company; warrants issued
to The Ridgefield Group to purchase up to 52,500 shares, exercisable in full at
an exercise price of $.75 per share, exercisable through August 19, 2001, issued
as placement agent compensation in the Private Placement; warrants issued to
Libra Finance, S.A. to purchase up to 52,500 shares exercisable in full at an
exercise price of $.75 per share, exercisable through August 19, 2001, issued as
placement agent compensation in the Private Placement; warrants issued to the
investors in the Private Placement to purchase up to 140,000 shares, exercisable
in full at an exercise price of $.7875 per share, exercisable through August 19,
2001, which warrants were assigned by the investors to Libra France S.A.;
warrants issued to Jeffrey A. Holtz to purchase up to 5,000 shares, exercisable
in full as of their grant date through August 17, 2001 at an exercise price of
$.98 per share, issued in connection with the private placement by the Company
with Mr. Holtz of 28,571 shares of Common Stock in 1998; and warrants issued to
HumanVision L.L.C. to purchase up to 5,000 shares, exercisable in full as of
their grant date through August 17, 2001 at an exercise price of $.98 per share,
issued in connection with the private placement by the Company with HumanVision
L.L.C. of 28,571 shares of Common Stock in 1998.
This offering will terminate on a date determined pursuant to an agreement
between the Company and each Selling Stockholder. See "Selling Stockholders" and
"Sale of Shares."
None of the proceeds from the sale of the Stockholder Securities by the
Selling Stockholders will be received by the Company. The Company has generally
agreed to bear all expenses (other than selling commissions and fees and
expenses of counsel or other out-of-pocket expenses incurred by the Selling
Stockholders, except as to the Private Placement Selling Stockholders, for whom
the Company is paying legal fees of one counsel representing all of such Selling
Stockholders) in connection with the registration and sale of the Stockholder
Securities. The Company has agreed to indemnify certain Selling Stockholders
against specified liabilities, including liabilities under the Securities Act of
1933, as amended (the "Act"). See "Selling Stockholders" and "Sale of Shares."
The Common Stock is traded on the OTC Bulletin Board under the symbol
"ISSS."
THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK.
SEE "RISK FACTORS."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
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<PAGE>
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Price to Proceeds to Selling
Public(1) Commissions Stockholders
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Proceeds to Selling
Stockholder Securities............. Stockholders
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Per Share.......................... (2) N/A (2)
Total.............................. (2) N/A (2)
(1) Total offering expenses to be borne by the Company are approximately
$83,836.00.
(2) Amounts cannot be determined, since price to the public may be the market
price prevailing at the time of sale, a price related to such market price
or a negotiated price. The closing price of the Company's Common Stock on
the OTC Bulletin Board on January 21, 1999 was $0.375 per share.
The date of this Prospectus is January ___, 1999.
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<PAGE>
TABLE OF CONTENTS
PAGE
AVAILABLE INFORMATION........................................................6
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE............................6
THE OFFERING.................................................................7
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS..............................8
RISK FACTORS.................................................................9
THE COMPANY ................................................................18
USE OF PROCEEDS.............................................................18
SELLING STOCKHOLDERS........................................................18
SALE OF SHARES..............................................................22
RECENT DEVELOPMENTS.........................................................22
LEGAL MATTERS...............................................................23
EXPERTS ................................................................23
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<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and, in accordance therewith, files
reports and other information with the Securities and Exchange Commission (the
"Commission"). Reports, proxy and information statements and other information
concerning the Company can be inspected and copied at the public reference
facilities maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549 as well as of the following Regional
Offices; Northwestern Atrium Center, Citicorp Center, Chicago, Illinois 60661;
and 7 World Trade Center, Suite 1300, New York, New York 10048. Copies of any
such material can be obtained from the Public Reference Section of the
Commission, Washington, D.C. 20549 at prescribed rates. The Commission also
maintains a website at http:\\www.sec.gov that contains reports, proxy and
information statements and other information.
This Prospectus is, without charge, accompanied by and must be read in
conjunction with the Company's Annual Report on Form 10-KSB, as amended, for
the fiscal year ended September 30, 1998 and the Company's Quarterly Report on
Form 10-QSB filed most recently thereafter.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by Integrated Spatial Information
Solutions, Inc. (formerly DCX, Inc.) with the Commission are incorporated by
reference in this Prospectus:
(1) Annual Report on Form 10-KSB for the year ended September 30, 1998,
filed with the Commission on January 13, 1999;
(2) Annual Report on Form 10-KSB/A for the year ended September 30,
1998, filed with the Commission on January 19, 1999;
(3) Annual Report on Form 10-KSB/A-2 for the year ended September 30,
1998, filed with the Commission on January 22, 1999; and
(4) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A, filed March 3, 1986
(File No. 0-14273).
The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon the oral or written request of such person, a
copy of any document incorporated in this Prospectus by reference, except
exhibits to such information unless such exhibits are also expressly
incorporated by reference herein. Requests for such information should be
directed to Integrated Spatial Information Solutions, Inc., 13119 Professional
Drive, Suite 200, Jacksonville, Florida 32225, Attention: Corporate Secretary,
telephone (904) 220-4747.
-6-
<PAGE>
THE OFFERING
Common Stock Offered by the
Selling Stockholders................. The Selling Stockholders, who are
identified under "Selling Stockholders,"
are offering 6,993,380 shares of Common
Stock, issued or to be issued by the
Company upon conversion of Preferred
Stock or exercise of warrants issued in
the Private Placement, in or in
connection with its acquisition of
PlanGraphics, Inc., or in connection
with other business transactions by
PlanGraphics or the Company.
Securities Outstanding............... As of January 21, 1999, approximately
11,958,123 shares of Common Stock,
authorized or outstanding warrants and
options to purchase approximately
6,414,806 shares of Common Stock, and
590 authorized and outstanding shares
of the Company's Series A 6% Cumulative
Convertible Preferred Stock.
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<PAGE>
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This Prospectus includes and incorporates by reference statements that are
not purely historical and are "forward-looking statements" within the meaning of
Section 27A of the Act and Section 21E of the Exchange Act, including statements
regarding the Company's expectations, hopes, beliefs, intentions or strategies
regarding the future. All statements other than statements of historical fact
included in or incorporated by reference in this Prospectus, including without
limitation, expected growth of the domestic and global geographic information
systems markets, beliefs regarding the strength of the Company's market position
with respect to new or contemplated business strategies and activities,
expectations regarding availability and marketability of new digital imaging
products and proceeds, anticipated growth in the Company's revenue and
profitability, cash operating costs and certain significant expenses, potential
acquisitions of, or strategic partnering with, other geographic information
system providers, the number of shares of Common Stock which may issue upon any
conversion of Preferred Stock, and the successful acquisition of sources for
sufficient working capital, are forward-looking statements. Factors that could
cause actual results to differ materially include, among others, the entry of
new companies into the geographic information system business, unanticipated
competition from new strategic alliances in the industry, increased price
competition from software manufacturers and their affiliated vendors, user
shifts toward more standardized, off the shelf products and a decreased reliance
on custom design software services, decreases in the trading price of the
Company's Common Stock, the decision of a lender to terminate or withdraw a loan
commitment, shifts in governmental policy on the availability of
government-owned data and data procurement platforms to commercial and other
public sector users, difficulties in hiring and retaining sufficient numbers of
professional and other skilled personnel, the failure of year 2000 compliance
efforts by the Company, its suppliers and customers, or governmental or other
public or private entities, force majeure events, accidents, and general
domestic and international economic and political conditions and other factors
described in this Prospectus and in the Company's annual reports on Form 10-KSB,
quarterly reports on Form 10-QSB and current reports on Form 8-K, as they may
be amended from time to time, filed with the Securities and Exchange Commission.
Many of such factors are beyond the Company's ability to control or predict. All
forward-looking statements included or incorporated by reference in this
Prospectus are based on information available to the Company on the date hereof,
and the Company assumes no obligation to update such forward-looking statements.
Although the Company believes that the assumptions and expectations reflected in
such forward-looking statements are reasonable, it can give no assurance that
such expectations will prove to have been correct or that the Company will take
any actions that may presently be planned. Certain important factors that could
cause actual results to differ materially from the Company's expectations are
disclosed under the "Risk Factors" section of this Prospectus. All subsequent
written or oral forward-looking statements attributable to the Company or
persons acting on its behalf are expressly qualified in their entirety by such
factors.
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<PAGE>
RISK FACTORS
The securities offered hereby involve a high degree of risk, including,
but not limited to, the risk factors described below. Each prospective investor
should carefully consider the following risk factors inherent in and affecting
the business of the Company before making an investment decision. Investment
risks inherent in the geographic information systems industry are discussed
below as risks associated with an investment in the Company by virtue of its
ownership of PlanGraphics, and because the geographic information systems
business is the principal business focus of both PlanGraphics and the Company.
References in "Risk Factors" to the Company refer both to the Company and to
PlanGraphics, unless the context requires otherwise.
LOSSES FROM CONTINUING OPERATIONS; OPERATING EXPENSES. The Company's
independent certified public accountants have removed their going concern
qualification from their report on the consolidated financial statements
accompanying the Company's Annual Report on Form 10-KSB for the year ended
September 30, 1998. As reflected in such consolidated financial statements,
however, the Company has incurred losses from continuing operations of
$3,000,864 and $953,065 for the years ended September 30, 1998 and 1997,
respectively. In addition, in the event of significant delays in the planned
sale of the property, land and building held by the Company, a
re-characterization of the property as a non-current asset would reduce the
Company's working capital position from a positive approximately $653,180 to a
negative approximately $430,342, and the Company would need to procure
alternative sources of capital to fund its intended application of the sale
proceeds. As reflected in the financial statements referenced above,
approximately $1,800,205 of the Company's losses from continuing operations for
the fiscal year ended September 30, 1998 were due to non-cash charges and
reserves, and did not directly affect the Company's ability to meet its current
obligations. And in addition to concerted efforts to control operating costs,
management of the Company has also recently pursued debt financing in order to
meet working capital requirements and to provide for possible additional
acquisitions. Further, as discussed at the Recent Developments section of this
Prospectus, the Company has signed a letter of commitment with a major lending
institution for a $3 million revolving line of credit, under the terms of which
the Company could qualify as of the date of this Prospectus to draw down
approximately $1,500,000, to be secured by all of the Company's current and
subsequently-acquired accounts receivable, and all subsequently-acquired
inventory, equipment, intangibles and real property. There can be no assurance,
however, that the Company will be able to obtain sufficient additional capital,
or that the Company's profits, if any, will be sufficient to cover the operating
expense and capital requirements of the Company.
PRIVATE PLACEMENT; CONVERSION OF PREFERRED STOCK; DILUTION; MANDATORY
REDEMPTION. The discussion which follows summarizes all material features of the
Private Placement, but is qualified in its entirety by the Articles of Amendment
to the Articles of Incorporation ("Certificate of Designations") and form of
Subscription Agreement ("Subscription Agreement") with respect to the Preferred
Stock, previously filed by the Company with the Commission, to which investors
should refer for a complete description of the matters discussed in summary form
below.
Private Placement. On August 19, 1998, the Company entered into
Subscription Agreements for the private placement of up to 2,000 shares of its
Series A 6% Cumulative Convertible Preferred Stock, par value $.001 per share
("Preferred Stock") to two unaffiliated entities (the "Private Placement") for a
total price of $2,000,000. A total of 700 shares and $700,000
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<PAGE>
of offering proceeds, less commissions, costs and an escrow reserve, were
disbursed, and a total of $1,300,000 in proceeds were deposited into an escrow
account. Because of the Company's delisting from the NASDAQ SmallCap Market,
general market conditions and the trading price of the Common Stock, the Company
was required to return the $1,300,000 in escrow to the Private Placement
investors. As a result, the Private Placement consists solely of the 700 shares
of Preferred Stock previously sold.
In connection with the Private Placement, the Company's Board of Directors
designated 1,000,000 shares of the Company's authorized but unissued preferred
stock as Series A 6% Cumulative Convertible Preferred Stock, $.001 par value per
share. The Preferred Stock has no voting rights, other than pursuant to
applicable law. Holders of Preferred Stock are entitled to preferential and
cumulative cash dividends out of funds of the Company legally available
therefor, at the rate of 6% simple interest per annum calculated on each share
of Preferred Stock held at the stated value of $1,000 per share value subject to
adjustment for stock dividends, combinations or splits with respect to such
shares, such dividends to be payable quarterly when, as and if declared. The
dividend payments may be made in kind in shares of Preferred Stock at the
discretion of the Board at the rate of one share of Preferred Stock for each
$1,000 of payable dividends. Holders of Preferred Stock have a preferential
right as against holders of Common Stock to receive the stated value of the
Preferred Stock in the event of any liquidation of the Company.
The Company agreed to file a registration statement with the Commission to
register the sale of the Common Stock issuable upon conversion of the Preferred
Stock and upon exercise of the warrants issued to the investors and placement
agents in the Private Placement as described on the cover page of this
Prospectus.
In connection with the Private Placement, the Company has agreed that for
the 120-day period following the effective date of a registration statement
registering Common Stock underlying the Preferred Stock it will not, other than
pursuant to option plans in place or option and warrant agreements issued and
outstanding as of the closing of the Private Placement, or under other
circumstances agreed to by the Private Placement investors, engage in a public
or private offering of any equity, debt or other securities convertible into
Common Stock without the consent of the investors. In addition, under the
Subscription Agreement, the Company has granted the investors, for a period of
120 days following the effective date of the registration statement, the right
of first refusal to acquire the shares or debt otherwise being offered by the
Company in any permitted equity or debt offering, other than an offering by the
Company in connection with a merger with or into, or acquisition of shares or
assets of, another entity.
Conversion of Preferred Stock; Dilution. The holders of shares of
Preferred Stock have the right after sixty days from the closing date of the
Private Placement, August 19, 1998, to convert the shares of Preferred Stock
into shares of Common Stock. As of the date of this Prospectus, approximately
110 shares of Preferred Stock have been converted, resulting in the issuance of
approximately 501,552 shares of Common Stock. The conversion price of the
Preferred Stock is equal to the lesser of: (i) 105% of the average of the
closing bid price of the Common Stock for the five trading days immediately
preceding August 19, 1998; or (ii) 20% below the average of the three lowest
closing bid prices for the ten trading days immediately preceding the conversion
of the respective shares of Preferred Stock, subject to certain anti-dilution
adjustments in the event of stock dividends, splits, reorganizations or other
changes to the Common Stock, and subject to downward
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adjustment in the event that prior to the conversion of all of the Preferred
Stock the Company issues shares of Common Stock, including upon the exercise of
options or warrants issued after August 19, 1998, at a price per share below the
then-current Preferred Stock conversion price. Commencing 150 days after the
Closing of the Private Placement, the ten day look back period for determining
the three lowest closing bid prices increases at the rate of two days per month
to a final maximum of twenty days. Shares of Preferred Stock are subject to
mandatory conversion two years from their issuance date. The value of the
Preferred Stock upon conversion is the Stated Value plus accrued and unpaid
Preferred Stock dividends. Assuming all dividends are paid at the time of
conversion, the number of shares of Common Stock that may be issued upon
conversion of the remaining 590 shares of Preferred Stock is at least 630,679
shares, and at a 20% discount to the closing price of the Common Stock on
January 19, 1999, would be at least 1,966,667 shares, but the exact number is
not fixed because the conversion price takes into account the closing bid prices
for the Common Stock immediately prior to the time of conversion. In this
regard, the number of shares which would issue upon any conversion of Preferred
Stock will increase to the extent the delisting of the Common Stock from NASDAQ
and any associated decrease in the liquidity of the Common Stock continues to
create downward price pressure on the Common Stock. Further, while the Company
is unaware of any such intentions, it is possible that the holders of Preferred
Stock could engage in short sales of the Common Stock prior to any conversion of
the Preferred Stock, potentially resulting in a reduction in the trading price
of the Common Stock and an increase in the number of shares of Common Stock
which issue upon any such conversion. The 2,908,938 shares registered for resale
by use of this Prospectus as of January 21, 1999 equal approximately twenty-four
percent (24%) of the Company's outstanding shares of Common Stock. In the event
the Company does not timely deliver certificates evidencing shares of Common
Stock upon any conversion, the Company is required to pay late fees to the
Preferred Stockholder requesting conversion.
Mandatory Redemption. If this Registration Statement ceases to be
effective for any period of more than 20 consecutive calendar days or for an
aggregate of more than 30 days in either of the 365-day periods commencing
November 5, 1998 and November 5, 1999, the investors would be entitled to
liquidated damages. In addition, pursuant to the terms of the Subscription
Agreement and the Certificate of Designations, the Company may also be required
to redeem on demand, at the original sales price plus accrued dividends and an
annualized 8% premium, the Preferred Shares if the Company is otherwise in
default under the Subscription Agreement or the Certificate of Designations,
including among other conditions of default, any default on its obligation to
pay Preferred Stock dividends, or any inability to maintain the listing of the
Common Stock on the OTC Bulletin Board. Also, in the event the Company is unable
to issue Common Stock upon any conversion of Preferred Stock, the Company is
obligated to redeem those shares of Preferred Stock by paying to the Preferred
Stockholder the value of the Common Stock it would have otherwise received,
based upon the then-current trading price of the Common Stock. There can be no
assurance that this Registration Statement will be timely declared effective by
the Commission or that the Company will not trigger other conditions of default
under the Subscription Agreements, and the Company may therefore be required to
redeem previously issued shares of Preferred Stock. The Company does not
presently retain the cash or other liquid assets which would be sufficient to
fund the full amount that may be necessary for any such redemption, and any
mandatory redemption would have a material adverse effect upon the Company.
DILUTION; POSSIBLE CHANGE IN CONTROL. The purchasers of the shares of
Common Stock offered hereby will experience immediate and substantial dilution
in the net tangible value of their
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<PAGE>
shares of Common Stock in the event of the conversion of Preferred Stock. The
conversion of Preferred Stock will result in the issuance of Common Stock at
discounts from future market prices, which could result in substantial dilution
to existing holders of Common Stock and a reduction of the value of the Common
Stock. The Subscription Agreement does prohibit the conversion of Preferred
Shares by any single Private Placement investor in a number that would at any
time result in such investor holding at any given time more than 9.99% of the
then-outstanding shares of Common Stock. However, the conversion of all the
Preferred Stock over time, and following successive conversions of Preferred
Stock, and associated sales of Common Stock, could nonetheless result in the
issuance of a number of shares exceeding 20% of the outstanding Common Stock as
of the date of this Prospectus, and could conceivably result in a change in
control of the Company.
RISKS RELATING TO PENNY STOCKS. Because the Common Stock has been delisted
from the NASDAQ SmallCap Market and the trading price of the Common Stock is
less than $5.00 per share, trading in the Common Stock is subject to the
requirements of certain rules promulgated under the Exchange Act, which may
require additional disclosure by broker-dealers in connection with any trades
involving a stock defined as a penny stock (generally, any non-NASDAQ equity
security that has a market price of less than $5.00 per share, subject to
certain exceptions). Such rules require, for example, the delivery, prior to any
penny stock transaction, of a disclosure schedule explaining the penny stock
market and the risks associated therewith and impose various sales practice
requirements on broker-dealers who sell penny stocks to persons other than
established customers and accredited investors (generally defined as an investor
with a net worth in excess of $1,000,000 or annual income exceeding $200,000
individually or $300,000 together with a spouse). For these types of
transactions, the broker-dealer must make a special suitability determination
for the purchaser and have received the purchaser's written consent to the
transaction prior to the sale. The broker-dealer also must disclose the
commissions payable to the broker-dealer, current bid and offer quotations for
the penny stock and, if the broker-dealer is the sole market-maker, the
broker-dealer must disclose this fact and the broker-dealer's presumed control
over the market. Such information must be provided to the customer orally or in
writing before or with the written confirmation of trade sent to the customer.
Monthly statements must be sent disclosing recent price information for the
penny stock held in the account and information on the limited market in penny
stock held in the account and information on the limited market in penny stocks.
The additional burdens imposed upon broker-dealers by such requirements may
discourage broker-dealers from effecting transactions in the Common Stock which
could significantly limit the market liquidity of the Common Stock and the
ability of purchasers in this offering to sell the Common Stock in the secondary
market.
LIQUIDITY; CAPITAL REQUIREMENTS; NEED FOR ADDITIONAL FINANCING. The Company
has combined capital obligations under leases and debt instruments of
approximately $63,000 per month. While the Company believes that it has
sufficient cash reserves and future cash flow to meet its obligations in the
near term, there can be no assurance that the Company will be able to meet
growing working capital needs in the future. As discussed previously, the
Company has obtained a signed commitment letter for $3 million revolving credit
facility, under the terms of which the Company could qualify as of the date of
this Prospectus to draw down approximately $1,500,000, to be secured by all of
the Company's current and subsequently-acquired accounts receivable and certain
additional collateral, as discussed at the Recent Developments section of this
Prospectus. However, this transaction has not yet been completed, and any
inability to obtain needed capital could have a material adverse effect on the
Company and its presently contemplated strategic growth
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<PAGE>
strategies. Additional equity financing may involve substantial dilution to the
interests of the Company's then-existing shareholders.
COMPANY'S INTENTIONS REGARDING SEEKING PROTECTION UNDER BANKRUPTCY LAWS.
The Company presently has no plans to seek protection under the federal
bankruptcy laws. Notwithstanding the Company's recent delisting and the
attendant inhibitory effect on the Company's ability to raise capital through
equity offerings, the Company believes that its fundamental business plan is
sound and continues to pursue its long standing objectives for growth
and diversification within the geographical information systems industry. The
Company has obtained a signed commitment letter with a major lending institution
for a $3 million working capital credit facility, under the terms of which the
Company could qualify as of the date of this Prospectus to draw down
approximately $1,500,000, to be secured by all of the Company's current and
subsequently-acquired accounts receivable, and certain additional collateral, as
discussed at the Recent Developments section of this Prospectus. In the event of
a confirmed inability to secure any sources for working capital and an inability
to attain net income, the Company could seek protection under the bankruptcy
laws. If any such action were to proceed to a liquidation of the Company, the
holders of Common Stock may not realize any assets upon distribution if the
Company's tangible assets at that time do not currently exceed its liabilities.
LIMITATION ON USE OF NET OPERATING LOSS CARRYFORWARD. Any change in
ownership of the Company's voting stock, including the issuance by the Company
of Common Stock underlying the Preferred Stock and the warrants described on the
cover page of this Prospectus, which exceeds 50% during any three-year period,
will reduce the Company's ability to utilize federal net operating loss
carryforwards ("NOLs") which were approximately $6.1 million at September 30,
1998. Section 382 of the Internal Revenue Code of 1986, as amended provides
that, if an "ownership change" occurs with respect to the Company, the ability
to use NOLs to offset future taxable income of the Company is limited annually
to the product of the market value of the Company immediately prior to the
ownership change times the long-term tax exempt rate determined by the Treasury
Department. Certain portions of the Company's and PlanGraphic's NOLs are limited
under Section 382. The Company has recorded a valuation allowance equal to the
deferred tax asset amount relating to the NOLs.
REAL PROPERTY; MORTGAGE OBLIGATIONS. The Company remains obligated on a
twelve-month real property mortgage covering its former aircraft component
assembly manufacturing facility and site, which it has leased to a third party,
currently on a month-to-month lease. The current lessee holds an option to
purchase the property, and has given the Company conditional notice of its
exercise of the purchase option. In the event the lessee does not purchase the
property, the Company will remain obligated on the mortgage until such time as
it can find a buyer for the property or the note on the property is repaid. In
addition, the Company remains responsible under the lease for certain structural
and mechanical repair obligations with respect to the facility. The mortgage is
secured by a lien on the real property and by an assignment of the lease to the
Company's lender. Any default by the lessee on its lease obligations or failure
to purchase the property, and the inability of the Company to secure another
tenant or sell the property in a timely manner at an acceptable price, could
have a material adverse effect on the Company. Additionally, PlanGraphics is
committed to a long-term capital lease on its main office facility and certain
equipment, requiring annual lease payments of approximately $320,000. While the
Company believes its cash reserves and cash flow are sufficient to satisfy these
lease obligations in the near
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<PAGE>
term, any inability of the Company to remain current on its lease payments may
result in the loss of this office facility, which could have a material adverse
effect on the Company.
OUTSTANDING INDEBTEDNESS; PAST DUE INDEBTEDNESS. In order to satisfy
capital requirements and finance the Company's operations, the Company has
incurred a certain amount of indebtedness. As of the date of this Prospectus,
the Company holds approximately $297,000 in trade payables which are
outstanding beyond their stated term. The Company has received no notification
of default or action to collect on any of these payables, and the Company
anticipates servicing these payables with the proceeds of additional equity or
debt financing which it is currently pursuing. While the Company believes that
it will be able to successfully obtain sufficient working capital to meet its
obligations in the near term, it cannot be assured of attaining consistent
positive net income and is subject to the risk that its cash flow may be
inadequate to make required payments on its indebtedness and capital expenses. A
portion of the value of the Company's assets has been pledged, and all of the
accounts receivable of the Company may be pledged in the event the line of
credit discussed at the Recent Developments section of this Prospectus is
consummated, as collateral to secure Company debt. There can be no assurance
that the Company will continue to be able to make required payments on its
indebtedness and leases in the future.
YEAR 2000 ISSUES. The Company has completed its review of the extent to
which its own computer systems and hardware, and non-information technology
equipment, are capable of operating on and after January 1, 2000 without error
or other deficiency ("Year 2000 Compliance"), and believes that the Year 2000
will not have a material impact upon its own software, hardware and
non-information technology equipment. Updates and upgrades which are required
are underway, the Company believes that these will be completed prior to the end
of its fiscal year 1999. To date, the Company has incurred minimal capital
expenditures to investigate and remediate Year 2000 Compliance problems, and
upon its review anticipates only de minimus costs in the future. The Company's
review has also included an analysis of its material suppliers and customers as
to the Year 2000 compliance of their systems and equipment, and the Company has
set in motion an effort to obtain written assurances from these suppliers and
customers regarding their Year 2000 Compliance status. The Company's contingency
plan in the event of any customer Year 2000 Compliance problems is to offer
direct consulting and programming services to remediate the problem. Suppliers
to the Company consist of database software developers, and geographic
information system providers. The Company believes that its customers would
require database construction and development services to continue during any
period in which supplier products experience Year 2000 issues. The Company also
believes that the various satellite, airborne and ground-based sources of data
provided to the Company are presently or will timely be Year 2000 Compliant. The
Company's contingency plan in the event material suppliers are not Year 2000
Compliant is to assist customers in developing alternate means of obtaining the
decision-making guidance previously provided by non-functioning or unavailable
data or database products. However, there can be no assurance that the failure
of the Company and/or its material customers and suppliers to timely attain Year
2000 Compliance will not materially reduce Company revenues, or that these
failures and/or the impacts of broader compliance failures by telephone, mail,
data transfer or other utility or general service providers or government or
private entities will not have a material adverse effect upon the Company.
DEPENDENCE ON PRINCIPAL CLIENTS. The consulting business is inherently
subject to the aggregation of a substantial amount of business around one client
or a small number of significant
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<PAGE>
clients. For the fiscal year ended September 30, 1998, approximately 12% of the
Company's revenues were derived in the aggregate from contracts with one client,
as compared to fiscal year 1997 when approximately 26% of its revenues were
concentrated in another customer. In addition, at September 30, 1998, two
customers accounted for approximately 14% and 11%, respectively, of the
Company's accounts receivable. The loss of one or more of these significant
clients could have a material adverse effect on the Company.
DEPENDENCE ON GOVERNMENT CONTRACTS. The Company is significantly dependent
upon local, state and foreign government contracts for the provision of its
services. In each of fiscal years 1998 and 1997, government contracts
represented approximately 30% of the Company's gross revenue. Government
contracts are entirely dependent upon the applicable budgeting process and
procurement decisions of the various government agencies and entities. There can
be no assurance that government contracting revenues will remain stable.
COMPETITION. The market for geographic information system advisory and
implementation services is highly competitive. The Company competes with a
number of companies engaged in offering similar services. These include in-house
services offered by engineering firms, and consulting services offered by
software and hardware developers and their affiliates below cost, who can then
recover these losses in follow-on hardware and software sales and support
services. Many of these firms, developers and manufacturers, individually or
with their affiliates, possess substantially greater financial, marketing,
personnel and other resources than the Company. In addition, several of the
Company's competitors who are not themselves hardware or software manufacturers
have established strategic relationships with manufacturers, permitting them to
compete effectively with the Company on the basis of price as to certain
products. Because of their greater resources, some of the Company's competitors
may be able to respond more quickly to new or emerging technologies and changes
in client requirements. Further, as the market for geographic information
systems and related services grows, software and hardware designers and
manufacturers will be incentivized to sell products with increased
standardization and interoperability. Any price-driven trend toward these more
limited but standardized systems could reduce demand for the more sophisticated
and customized, but more costly, services provided by the Company. While the
Company believes that it competes effectively on the basis of breadth and depth
of expertise, independence, and response sensitivity and timeliness, there can
be no assurance that the Company will be able to compete successfully in the
future.
INTERNATIONAL SALES AND SERVICES. The Company derives a portion of its
revenue from international projects, and the Company anticipates that this will
continue into the foreseeable future. Inherent in all international operations
are risks of unanticipated changes in host country regulation, shifts in
currency exchange rates, differences in personnel communication and management
protocols, unexpected changes in the international economic and political
environments, shifts in international markets, and difficulties in protecting
proprietary products. There can be no assurance that the Company will be able,
due to these or other reasons, to increase or sustain its current levels of
revenue from international operations, or that such operations will be or remain
profitable. Changes in international business conditions could have an adverse
effect on the Company's business and results of operations.
PROPRIETARY TECHNOLOGY; INTELLECTUAL PROPERTY RIGHTS. The Company regards
as proprietary certain of its developed software applications, and attempts to
protect these with a
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<PAGE>
combination of copyright, trademark and trade secret laws, employee and third
party non-disclosure agreements, and other methods of protection. As in any
attempt to protect proprietary matters, despite precautions it may be possible
for unauthorized third parties to copy certain portions of the Company's
products or reverse engineer or obtain and use information the Company regards
as proprietary. There can be no assurance that the Company's intellectual
property rights can be successfully asserted in the future or will not be
invalidated, circumvented or challenged. In addition, the laws of some foreign
countries do not protect proprietary rights to the same extent as do the laws of
the Unites States. Any misappropriation of the Company's intellectual property
could have an adverse effect on the Company's business and results of
operations. Furthermore, regardless of the degree of caution exercised by the
Company, there can be no assurance that third parties will not assert
infringement claims against the Company in the future with respect to current or
future products. Any such assertion could require the Company to enter into
royalty arrangements or engage in costly litigation.
NEW PRODUCTS AND TECHNOLOGICAL CHANGE. The geographic information systems
industry is characterized by extremely rapid technological change, evolving
industry standards and client expectations, and frequent new product
introductions. These conditions will require continuous expenditures by the
Company on product research, testing and training to sustain the Company's level
of expertise in and reputation for broad based and objective advisory services.
There can be no assurance that the Company will successfully manage the pace of
technological change and new product introduction, or sustain the level of
training and/or additional hiring required to maintain full product fluency in
the marketplace.
BUSINESS PARTNERS. The Company maintains strategic relationships with
substantially all of the major software manufacturers in the geographic
information systems industry. Several of these manufacturers offer similar
services to those of the Company, and may have interests adverse to those of the
Company in bidding for a particular project. There can be no assurance that
these business relationships will be maintained, or that strategic alliances or
business combinations between or among the Company's competitors will not cause
realignments among developers, manufacturers and vendors which are materially
injurious to the Company.
LITIGATION. The Company has established a litigation reserve of $478,997
in relation to a contract dispute which arose in 1988 under a federal government
contract for the manufacture by the Company of certain aircraft wiring harness
assemblies. While the Company believes that this dispute may settle and that any
settlement amount will not exceed its established reserve, there can be no
assurance that the settlement will occur, will be on terms favorable to the
Company, or that the amounts reserved will be adequate to satisfy any Company
liability under this contract. An unfavorable outcome of this litigation could
have an adverse effect on the Company.
DEPENDENCE UPON KEY AND ADDITIONAL PERSONNEL. The success of the Company
may be significantly dependent upon the efforts of certain key personnel of the
Company, including G. Stephen Carreker, its Chief Executive Officer and
Chairman, John C. Antenucci, its President and founder of PlanGraphics, Robert
S. Vail, its Chief Financial Officer, Frederick G. Beisser, its Vice President -
Finance and Administration, J. Gary Reed, PlanGraphics' Chief Operating Officer,
and other officers. Although the Company has entered into employment agreements
with Messrs. Carreker, Antenucci, Beisser, Reed and Vail, and certain other
officers, managers and key technical personnel, the loss of the services of any
of these officers or certain other key employees
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<PAGE>
could have a material adverse effect on the Company. PlanGraphics maintains
keyman life insurance policies with respect to Mr. John C. Antenucci and Ms.
Joyce Rector, Senior Vice President for Human Relations and Resources. The
success of the Company is also dependent upon its ability to retain existing
personnel and to hire and train additional qualified personnel, including
competent engineers and technicians. There can be no assurance that the Company
will be able, for financial reasons or otherwise, to retain or hire such
personnel.
SHARES ELIGIBLE FOR FUTURE SALE; REGISTRATION RIGHTS. Of the approximately
11,958,123 shares of Common Stock outstanding as of January 21, 1999, in
addition to the Stockholder Securities offered hereby, approximately 985,000
shares are "restricted securities," as that term is defined under Rule 144
promulgated under the Securities Act of 1933, as amended (the "Act"). As of the
date of this Prospectus, approximately 330,000 of such shares are eligible for
sale under Rule 144 under the Act. The Company has also registered for sale to
the public approximately 2,169,321 shares of Common Stock, outstanding or
issuable upon the exercise of certain options, issued to consultants, directors
or officers, as well as the shares issuable upon the exercise of options granted
under the Company's 1991 Stock Option Plan and 1995 Stock Incentive Plan. In
addition, the Company anticipates registering in the near term the issuance of
up to 4,000,000 shares of Common Stock issuable pursuant to its recently adopted
Equity Incentive Plan, of which approximately 1,822,289 shares of Common Stock
are subject to outstanding stock options. Also, the conversion of all of the
remaining shares of Preferred Stock would result in the issuance of a minimum of
approximately 630,679 shares of Common Stock. As discussed above, this number of
shares may materially increase based upon a number of factors, including, among
others, the future market price of the Common Stock. The Preferred Stock itself
retains certain anti-dilution features whereby the conversion price is reduced
proportionately in the event of sales by the Company of shares of Common Stock
at a price less than the then-current conversion price. Sales of a substantial
number of shares of Common Stock in the public market following this offering,
or the perception that such sales could occur or the issuance of shares of
Common Stock upon exercise of the Company's outstanding options and warrants or
upon the conversion of the Preferred Stock could adversely affect the market
price of the Common Stock.
AUTHORIZED OR OUTSTANDING OPTIONS AND WARRANTS. As of January 21, 1999,
there were outstanding stock options to purchase approximately 4,589,120 shares
of Common Stock at exercise prices ranging from $.58 to $4.25 per share and
authorized or outstanding warrants to purchase approximately 1,825,686 shares of
Common Stock at exercise prices of $.75 to $2.50 per share. To the extent that
the outstanding stock options and warrants are exercised, dilution to the
interest of the Company's stockholders will occur. Moreover, the terms upon
which the Company will be able to obtain additional equity capital may be
adversely affected since the holders of the outstanding options and warrants can
be expected to exercise them at a time when the Company would, in all
likelihood, be able to obtain any needed capital on terms more favorable to the
Company than those provided in the outstanding options and warrants.
ANTI-DILUTION RIGHTS. In conjunction with employee agreements entered into
by the Company with each of Messrs. Carreker, Beisser, Antenucci, and Reed,
respectively during the Company's fiscal year ended September 30, 1997, the
Company granted these executive officers employee stock options to acquire a
number of shares equal to in the aggregate approximately 22.5% of the
outstanding shares of Common Stock as of the date of each employment agreement,
vesting subject to the terms of their respective employment agreement. In
conjunction with these option
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<PAGE>
grants the Company also granted each executive the right to receive additional
options to acquire shares of Common Stock as and to the extent of any additional
issuances of shares of Common Stock, in order to preserve for each executive for
the term of their employment and the immediately subsequent one year period the
option to acquire the proportional share of the outstanding Common Stock
represented by their stock option when it was granted. In addition, the Company
granted during fiscal year 1997 five-year warrants to Transition Partners, Ltd.
and Copeland Consulting Group, Inc. with an identical anti-dilution feature to
preserve the right for these entities to each acquire up to two and one-half
percent (2.5%) of the outstanding shares of Common Stock. Any additional options
or warrants which are to issue under these arrangements by virtue of additional
issuances of Common Stock are issued by the Company quarterly at the trading
price of the Common Stock on such quarterly issuance date.
VOLATILITY OF PRICE OF COMMON STOCK. The market price of the Company's
Common Stock has been, and may in the future be, highly volatile. Factors such
as the Company's operating results and announcements of technological
innovations or new products or contracts by the Company or its competitors, as
well as changes in the geographic information systems industry, could have a
significant impact on the market price of the Company's Common Stock. Further,
in recent years, the securities markets have experienced a high level of price
and volume volatility and the market prices of securities for many companies
have experienced wide fluctuations which have not necessarily been related to
the operating performance of such companies.
THE COMPANY
The Company was organized under the laws of the State of Colorado on
December 8, 1981. During two of the past three years the Company was engaged in
the business of the custom design and manufacture of aircraft electronic
interconnect assemblies, principally under contracts for Department of Defense
acquisition programs or for military aircraft maintenance support. The Company's
principal business as of the date of this Prospectus, through its wholly-owned
subsidiary, PlanGraphics, Inc., acquired by the Company on September 22, 1997,
is the development and sale of geographic information products for local, state
and foreign governments, gas, electric and telephone utilities, and other
commercial entities. PlanGraphics, Inc. is a Maryland corporation and was
incorporated in 1979.
Integrated Spatial Information Solutions, Inc. is located at 13119
Professional Drive, Suite 200, Jacksonville, Florida 32225 and its telephone
number is 904-220-4747.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale by the
Selling Stockholders of the Common Stock offered hereby.
SELLING STOCKHOLDERS
The following table shows the names of the Selling Stockholders and the
number of Stockholder Securities owned beneficially by each of them, or their
nominees, as of January 21, 1999, and the number of Stockholder Securities which
may be offered pursuant to this Prospectus. This information is based on records
of the Company's transfer agent, or information provided by
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<PAGE>
the Selling Stockholders or their representatives. Except as set forth in
footnote below, shares beneficially owned by Selling Stockholders after this
offering consist entirely of shares obtainable upon exercise of options or the
vesting of performance shares under various employee benefit plans of Company,
and may or may not be obtainable by the applicable Selling Stockholder within 60
days following the date of this Prospectus. Specific terms of such options and
performance shares are set forth in footnote below as to officers of the Company
or PlanGraphics. Because the Selling Stockholders may offer all, some or none of
the Stockholder Securities which they hold, the number of Stockholder Securities
or the percentage of the Company's outstanding Common Stock that will be held by
the Selling Stockholders upon termination of such offering is entirely
speculative. See "Sale of Securities."
<TABLE>
<CAPTION>
Total of Shares Shares Offered For
Beneficially Owned Stockholder's Total of Shares Beneficially
Selling Stockholders Prior to Offering Account Owned After Offering
- -------------------------- --------------- --------------- -------------------------
Shares Shares Number Percentage
--------------- --------------- --------- ------------
<S> <C> <C> <C> <C>
Austost Anstalt Schaan/1/ 1,454,469 1,454,469 * *
Balmore Funds S.A./2/ 1,414,469 1,414,469 * *
The Ridgefield Group/3/ 52,500 52,500 * *
Libra Finance, S.A./4/ 192,500 192,500 * *
John C. Antenucci/5/ 1,913,881 1,186,476 727,405 6.1%
Hugh N. Archer 18,360 18,360 * *
Black & Veatch Holding Company/6/ 608,715 608,715 * *
Scott E. Boocher 93,194 93,194 * *
William G. Brooner 10,417 10,417 * *
Kaye N. Brothers 1,751 1,139 612 *
Vickie C. Bunker 3,761 3,761 * *
James R. Cannistra 27,119 18,632 8,487 *
Charles A. Cmeyla 38,897 33,879 5,018 *
Dwight Coppock 46,910 46,910 * *
Peter L. Croswell 125,457 71,991 53,466 *
Stu Davis 12,239 12,239 * *
Patricia A. Edelen 2,756 2,144 612 *
Robert W. Finkle 53,397 1,849 51,548 *
Maurice E. Foley 32,752 32,752 * *
Rich Goodden 5,790 772 5,018 *
Al Hanks 12,240 12,240 * *
Marina Havan-Orumieh 28,220 772 27,448 *
Edward T. Hedges 6,879 6,879 * *
Michael J. Kevany/7/ 261,290 96,194 165,096 1.4%
Dave Koehler 393 393 * *
Rosanne Kruzich 4,285 4,285 * *
Dennis M. Kunkle 84,923 83,699 1,224 *
Jeffrey M. Laird 3,061 3,061 * *
Thomas Lenzen 1,530 1,530 * *
Minna Li 45,749 4,201 41,548 *
Anna L. Metcalf 52,489 1,838 50,651 *
Margaret T. Norman 613 613 * *
Quarterdeck Investment
Partners, Inc./8/ 157,871 157,871 * *
Cindy Popolillo 28,988 1,274 27,714 *
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Total of Shares Shares Offered For
Beneficially Owned Stockholder's Total of Shares Beneficially
Selling Stockholders Prior to Offering Account Owned After Offering
- -------------------------- --------------- --------------- -------------------------
Shares Shares Number Percentage
--------------- --------------- --------- ------------
<S> <C> <C> <C> <C>
Amy J. Purves 15,299 8,057 7,242 *
Joyce Rector/9/ 178,447 73,429 105,018 *
J. Gary Reed/10/ 483,911 943 482,968 4.0%
Paul Reisner 393 393 * *
David A. Riddle 613 613 * *
Leann S. Rodgers 7,749 6,637 1,112 *
Ralph Silver 6,120 6,120 * *
Soberekon K. Simon-Ogan 4,285 4,285 * *
J. Woodson Smith 32,549 919 31,630 *
Ann F. Wingrove 15,298 15,298 * *
First Capital Partners, Inc. 50,000 50,000 * *
FBO Joel Rosenberg/11/
First Capital Partners, Inc. 50,000 50,000 * *
FBO Richard A. Sarkisian
W. Terrance Schreier/12/ 354,856 354,856 * *
Copeland Consulting Group, Inc./12/ 354,856 354,856 * *
Spencer Edwards, Inc./13/ 120,000 120,000 * *
Coretech, Ltd./14/ 36,281 36,281 * *
SKB Corporation/15/ 74,033 74,033 * *
Gerald Alexander/16/ 97,500 97,500 * *
Jeffrey A. Holtz/17/ 260,951 33,571 227,380 1.9%
HumanVision L.L.C./18/ 33,571 33,571 * *
</TABLE>
* Reflects less than one percent (1%) of the outstanding shares of Common
Stock as of January 21, 1999.
1 Private Placement investor. Represents shares which may be offered for resale
upon any conversion of up to 350 shares of Preferred Stock by this Selling
Stockholder. As discussed in this Registration Statement at "Risk
Factors--Private Placement; Mandatory Redemption," the number of shares
ultimately acquired and offered by this Selling Stockholder upon conversion
of the Preferred Stock may be materially lesser or greater based upon factors
not now known, including the future market price of the Common Stock.
2 Private Placement investor. Represents shares which may be offered for resale
upon any conversion of up to 350 shares of Preferred Stock which may be
acquired by this Selling Stockholder. As discussed in this Registration
Statement at "Risk Factors--Private Placement; Mandatory Redemption," the
number of shares ultimately acquired and offered by this Selling Stockholder
upon conversion of the Preferred Stock may be materially lesser or greater
based upon factors not now known, including the future market price of the
Common Stock.
3 Served as placement agent in the Private Placement. Consists of 52,500 shares
of Common Stock obtainable upon exercise warrants at $.75 per share,
exercisable within 60 days following the date of this prospectus. These
warrants were issued as placement agent compensation.
4 Served as placement agent in the Private Placement. Consists of 52,500 shares
of Common Stock obtainable upon exercise of warrants at $.75 per share, and
140,000 shares obtainable upon exercise of warrants at $.7875 per share, all
exercisable within 60 days following the date of this prospectus. The 52,500
warrants were issued as placement agent compensation; the 140,000 warrants
were issued in the Private Placement and were assigned by the Private
Placement investors to Libra Finance S.A.
5 President and founder of PlanGraphics, Inc., and President and Vice Chairman
of the Board of Directors of the Company. Includes options for 452,996 shares
at prices ranging from $1.25 to $2.125 per share exercisable within 60 days
following the date of this Prospectus, and up to 340,038 performance shares
which vest more than 60 days of the date of this Prospectus.
6 Black & Veatch Holding Company is a strategic partner of PlanGraphics, Inc.,
and until September 22, 1997, owned 18% of the outstanding capital stock of
PlanGraphics, Inc.
7 Senior Vice President of PlanGraphics, Inc. Includes options for 50,000
shares at $1.75 per share exercisable within 60 days of the date of this
Prospectus, and options for 3,060 shares at $.58 per share, 2,000 shares at
$2.125 per share, 10,036 shares at $1.00 per share and 100,000 shares at
$1.75 per share exercisable more than 60 days of the date of this Prospectus.
8 Quarterdeck Investment Partners, Inc. has provided investor communications
and development services for PlanGraphics, Inc.
-20-
<PAGE>
9 Senior Vice President for Human Relations and Resources of PlanGraphics,
Inc. Includes options for 40,000 shares at $1.75 per share exercisable
within 60 days following the date of this Prospectus, and options for up to
60,000 shares at $1.75 per share and options for 5,018 shares at $1.00 per
share not exercisable within 60 days of the date of this Prospectus.
10 Chief Operating Officer of PlanGraphics, Inc. and a Director of the Company.
Includes options for 281,768 shares at prices ranging from $1.25 to $2.125
per share exercisable within 60 days following the date of this Prospectus,
and options for 5,018 shares at $1.00 per share and up to 204,284 performance
shares, all of which vest more than 60 days of the date of this Prospectus.
11 A principal of First Capital Partners, Inc., First Capital Partners, Inc. has
been a financial advisor to Integrated Spatial Information Solutions, Inc.
12 Total Shares figures include shares registered hereunder obtainable upon the
exercise of warrants issued to Transition Partners Limited ("TPL") as to W.
Terrance Schreier, and to Copeland Consulting Group, Inc. ("CCGI"),
respectively, including 243,596 shares granted in satisfaction of certain
antidilution rights to each of TPL and CCGI of which approximately
177,044 shares for each of TPL and CCGI, respectively, are exercisable
within 60 days of the date of this Prospectus. TPL, of which W. Terrance
Schreier is the principal, was retained by the Company on January 15,
1997 to provide management and financial advisory services to the
Company, and assisted the Company in its acquisition of PlanGraphics, Inc.
Gene R. Copeland, a Managing Director of TPL, is the principal of CCGI.
13 Spencer Edwards, Inc. has provided capital formation advisory services for
Integrated Spatial Information Solutions, Inc.
14 Coretech, Ltd. is an affiliate of an entity which served as placement agent
for an equity offering by Integrated Spatial Information Solutions, Inc.
pursuant to Regulation S under the Act.
15 SKB Corporation is a previous supplier to Integrated Spatial Information
Solutions, Inc.
16 Gerald Alexander is a principal of an entity which served as placement agent
for an equity offering by Integrated Spatial Information Solutions, Inc.
pursuant to Regulation S under the Act.
17 Registered shares consist of 28,571 shares acquired from the Company in a
separate private placement in 1998, and 5,000 shares obtainable upon exercise
of warrants at $.98 per share, exercisable within 60 days following the date
of this Prospectus, issued in connection with this placement.
18 Mr. Gary S. Murray, a director of the Company, is Managing Member of
HumanVision L.L.C. Consists of 28,571 shares acquired from the Company in a
separate private placement in 1998, and 5,000 shares obtainable upon exercise
of warrants at $.98 per share exercisable within 60 days following the date
of this Prospectus, issued in connection with this placement.
-21-
<PAGE>
SALE OF SHARES
The sale of shares by the Selling Stockholders may be effected from time
to time in transactions (which may include block transactions) on the OTC
Bulletin Board, in negotiated transactions, or a combination of such methods of
sale at fixed prices which may be changed, at market prices prevailing at the
time of sale, at prices related to such prevailing market prices, or at
negotiated prices. The Selling Stockholders may effect such transactions by
selling Stockholder Securities to or through broker-dealers, and such
broker-dealers may receive compensation in the form of discounts, concessions or
commissions from the Selling Stockholders and/or the purchasers of Stockholder
Securities for whom such broker-dealers may act as agent or to whom they sell as
principal or both (which compensation as to a particular broker-dealer might be
in excess of customary commissions). The Selling Stockholders and any
broker-dealers that act in connection with the sale of the Stockholder
Securities hereunder might be deemed to be "underwriters" within the meaning of
Section 2(11) of the Act and any commissions received by them and any profit on
the resale of Stockholder Securities as principals might be deemed to be
underwriting discounts and commissions under the Act. The Company has agreed to
indemnify certain of the Selling Stockholders against certain liabilities,
including liabilities under the Act.
Pursuant to its agreement with certain of the Selling Stockholders, the
Company is obligated to maintain the effectiveness of the Registration Statement
of which this Prospectus forms a part (the "Registration Statement"). Pursuant
to this agreement, the Offering contemplated hereby will terminate with respect
to the Stockholder Securities upon the earlier of (i) the date all of the
Stockholder Securities are sold by the Selling Stockholders; or (ii) five years
from the effective date of the Registration Statement of which this Prospectus
forms a part.
To the extent required by applicable law, this Prospectus will be
supplemented to summarize the terms of any sales through dealers, together with
any discounts, commissions or concessions allowed to such dealers in connection
therewith. No sale or distributions other than as described herein may be
effected until after this Prospectus shall have been appropriately amended or
supplemented.
RECENT DEVELOPMENTS
The Company has obtained a signed letter of commitment from a major
lending institution for a $3 million revolving line of credit, to be secured by
certain assets of the Company. The working line would be secured by a first
priority security interest in all current and subsequently- acquired accounts
receivable of the Company, and the right to a first priority security interest
in any inventory, equipment, intangibles and real property acquired in the
future by the Company and not previously pledged to another lender. As of the
date of this Prospectus, loan documents have been completed, and the Company
anticipates closing the transaction in January 1999. For additional references
to this potential source of working capital financing, please see the sections
of this Prospectus entitled "Risk Factors -- "Losses From Continuing Operations;
Operating Expenses," "Liquidity; Capital Requirements; Need for Additional
Financing," and "Company's Intentions Regarding Seeking Protection Under
Bankruptcy Laws."
-22-
<PAGE>
LEGAL MATTERS
The legality of the Stockholder Securities was passed upon for the Company
by Davis, Graham & Stubbs LLP, Denver, Colorado.
EXPERTS
The consolidated financial statements of Integrated Spatial Information
Solutions, Inc. incorporated by reference in this Prospectus have been audited
by BDO Seidman, LLP, independent certified public accountants, to the extent and
for the periods set forth in their report incorporated herein by reference and
are incorporated herein in reliance upon such report given upon the authority of
said firm as experts in accounting and auditing.
The financial statements of PlanGraphics, Inc. included in this Prospectus
and in the Registration Statement have been audited by BDO Seidman, LLP,
independent certified public accountants, to the extent and for the period set
forth in their report (which contains an explanatory paragraph regarding the
Company's ability to continue as a going concern) appearing elsewhere herein and
in the Registration Statement, and are included in reliance upon such report
given upon the authority of said firm as experts in accounting and auditing.
-23-
<PAGE>
INTEGRATED SPATIAL INFORMATION SOLUTIONS, INC.
6,993,380 SHARES OF COMMON STOCK
OFFERED BY THE SELLING STOCKHOLDERS
----------------
PROSPECTUS
----------------
January , 1999
--
No person is authorized to give any information or to make any
representations not contained in this Prospectus and, if given or made, such
information or representation must not be relied upon as having been authorized
by the Company. This Prospectus does not constitute an offer to sell, or a
solicitation of any person in any jurisdiction where such an offer or
solicitation would be unlawful. Neither the delivery of this Prospectus nor any
sale made hereunder shall, under any circumstances, create any implication that
the information contained herein is correct as of any time subsequent to the
date hereof.
-24-
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table shows all expenses of the issuance and distribution of
the securities offered hereby:
SEC Registration Fee...................................... $ 2,135.39
State Qualification Expenses.............................. $ 5,000
Printing Expenses......................................... $ 500
Legal Fees and Expenses................................... $ 55,000
Accountants' Fees and Expenses............................ $ 20,000
Transfer Agent and Registrar Fees......................... $ 200
Miscellaneous Expenses.................................... $ 1,000
Total................................................... $83,835.39
All amounts listed above, except for the SEC registration fee, are
estimates and none are being borne by the Selling Stockholders.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article VII of the Articles of Incorporation of the Company provides as
follows:
"The Corporation shall indemnify any and all of its directors,
officers, employees, authorized agents or former directors or officers or
any person who may have served at its request as a director or officer of
another corporation in which it owns shares of capital stock or of which
it is a creditor, against expenses actually and necessarily incurred by
them to the fullest extent permitted under Colorado Corporate Code, in
connection with the defense of any action, suit or proceeding in which
they or any of them, are made parties, or a party, by reason of being or
having been directors or officers of the Corporation, or of such other
corporation, except in relation to matters to which any such director or
officer or former director or person shall be adjudged in such action,
suit or proceeding to be liable for gross negligence or willful misconduct
in the performance of duty. Such indemnification shall not be deemed
exclusive of any other rights to which those indemnified may be entitled,
under any By-Law agreement, vote of shareholders or otherwise.
In addition no officer, director, employee or authorized agent shall
be personally liable for any injury to person or property arising out of a
tort committed by an employee unless such officer or director was
personally involved in the situation giving rise to the litigation or
unless such officer or director committed a criminal offense. The
protection afforded hereby shall not restrict other common law protection
and rights that an officer or director may have. This Article shall not
restrict the Corporation's right to eliminate or limit the personal
liability of a director to the Corporation or to its shareholders for
monetary damages for breach of fiduciary duty as a director, and the
personal liability of directors to the Corporation and to us shareholders
for monetary damages shall be eliminated or limited,
II-1
<PAGE>
to the full extent permitted by the Colorado Corporation Code, except for
monetary damages for any breach of the director's duty of loyalty to the
Corporation or to its shareholders, acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, acts
specified in Section 7-5-114 of the Colorado Corporation Code, or any
transaction from which the director derived an improper personal benefit.
Nor shall the liability of a director of the Corporation be eliminated or
limited to the Corporation or to its shareholders for monetary damages for
any act or omission occurring prior to the effective date of this
Article."
Article VI of the Bylaws of the Company provides as follows:
"Each Director and Officer of this Corporation, and each person who
shall serve at its request as a Director or Officer of another corporation
in which this Corporation owns shares of capital stock or of which it is a
creditor, whether or not then in office, and his personal representatives,
shall be indemnified by the Corporation against all costs and expenses
actually and necessarily incurred by him in connection with the defense of
any action, suit or proceeding in which he may be involved or to which he
may be made a party by reason of his being or having been such Director or
Officer, except in relation to matters as to which he shall be finally
adjudged in such action, suit or proceeding to be liable for negligence of
misconduct in the performance of duty. Such costs and expenses shall
include amounts reasonably paid in settlement for the purpose of
curtailing the costs of litigation, but only if the Corporation is advised
in writing by its counsel that in his opinion the person indemnified did
not commit such negligence or misconduct. The foregoing right of
indemnification shall not be exclusive of other rights to which he may be
entitled as a matter of law or by agreement."
Insofar as indemnification for liabilities arising under the Act may be
permitted to Directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a Director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
Director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENTS.
Exhibits
4.1 Amended and Restated Articles of Incorporation./1/
4.2 Articles of Amendment to the Articles of Incorporation./2/
4.3 Articles of Amendment to the Articles of Incorporation./3/
II-2
<PAGE>
4.4 Specimen Stock Certificate./4/
5.1 Opinion and Consent of Davis, Graham & Stubbs LLP./5/
10.1 NationsBank Commitment Letter, dated August 25, 1998, as
amended August 27, 1998./6/
13.1 Annual Report on Form 10-KSB for the fiscal year ended September
30, 1998./7/
13.2 Annual Report on Form 10-KSB/A for the fiscal year ended
September 30, 1998./8/
13.3 Annual Report on Form 10KSB/A-2 for the fiscal year ended
September 30, 1998./9/
23.1 Consents of BDO Seidman, LLP.
23.2 Consent of Davis, Graham & Stubbs LLP - See Exhibit 5.1.
24 Power of Attorney to Sign Registration Statement./10/
- --------------------
1 Filed as an exhibit to the Company's definitive Proxy Statement, dated
May 3, 1991 and incorporated herein by reference.
2 Filed as an exhibit to the Company's Current Report on Form 8-K dated
November 12, 1996, and incorporated herein by reference.
3 Filed as an exhibit to the Company's Current Report on Form 8-K dated
August 13, 1998, and incorporated herein by reference.
4 Filed as an exhibit to the Company's Registration Statement on Form S-18
(Registration No. 33-1484), as filed with the Commission on November 12,
1985, and incorporated herein by reference.
5 Filed with the Commission on November 5, 1998 with Amendment No. 4 to this
Registration Statement, and incorporated herein by reference.
6 Filed with the Commission on November 12, 1998 with Amendment No. 5 to this
Registration Statement, and incorporated herein by reference.
7 Filed with the Commission on January 13, 1999 and incorporated herein by
reference.
8 Filed with the Commission on January 19, 1999 and incorporated herein by
reference.
9 Filed with the Commission on January 22, 1999 and incorporated herein by
reference.
10 Filed with the Commission on October 13, 1998 with Amendment No. 3 to this
Registration Statement, and incorporated herein by reference.
Financial Statements
AUDITED FINANCIAL STATEMENTS OF PLANGRAPHICS, INC. FOR THE PERIOD
OCTOBER 1, 1996 THROUGH SEPTEMBER 22, 1997.
INTEGRATED SPATIAL INFORMATION SOLUTIONS, INC. AND SUBSIDIARY UNAUDITED
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS FOR YEAR ENDED SEPTEMBER
30, 1997.
II-3
<PAGE>
ITEM 17. UNDERTAKINGS.
A. The undersigned Registrant hereby undertakes: (1) to file, during any
period in which offers or sales are being made, a post-effective amendment to
this Registration Statement to (a) include any prospectus required by Section
10(a)(3) of the Securities Act of 1933 (the "Act"), (b) reflect in the
prospectus any facts or events which, individually or together, represent a
fundamental change in the information in the Registration Statement, and (c)
include any additional or changed material information with respect to the plan
of distribution disclosed in the Registration Statement; (2) that, for the
purpose of determining any liability under the Act, each such post-effective
amendment shall be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof; and (3) to remove
from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering.
B. Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-2 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Jacksonville, State of Florida, on the 25th day
of January, 1999.
INTEGRATED SPATIAL INFORMATION
SOLUTIONS, INC.
By: /s/ Frederick G. Beisser
-------------------------------------
Frederick G. Beisser
Vice President-Finance and
Administration
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/S/ G. STEPHEN CARREKER* Chief Executive Officer, and Chairman January 25, 1999
- ------------------------------------------ of the Board of Directors
G. Stephen Carreker
/S/ JOHN C. ANTENUCCI* President and Vice-Chairman of the January 25, 1999
- ------------------------------------------ Board of Directors
John C. Antenucci
Vice President-Finance and
/S/ FREDERICK G. BEISSER Administration and a Director (Principal January 25, 1999
- ------------------------------------------ Financial and Accounting Officer)
Frederick G. Beisser
- ------------------------------------------ Director January 25, 1999
Jeanne M. Anderson
/S/ J. GARY REED* Director January 25, 1999
- ------------------------------------------
J. Gary Reed
/S/ RAYMUND E. O'MARA* Director January 25, 1999
- ------------------------------------------
Raymund E. O'Mara
</TABLE>
II-5
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
/S/ GARY S. MURRAY* Director January 25, 1999
- ------------------------------------------
Gary S. Murray
*By: /S/ FREDERICK G. BEISSER
--------------------------------------
Frederick G. Beisser*
Attorney-in-fact
</TABLE>
II-6
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT
4.1 Amended and Restated Articles of Incorporation./1/
4.2 Articles of Amendment to the Articles of Incorporation./2/
4.3 Articles of Amendment to the Articles of Incorporation./3/
4.4 Specimen Stock Certificate./4/
5.1 Opinion and Consent of Davis, Graham & Stubbs LLP./5/
10.1 NationsBank Commitment Letter, dated August 25, 1998, as
amended August 27, 1998./6/
13.1 Annual Report on Form 10-KSB for the fiscal year ended September
30, 1998./7/
13.2 Annual Report on Form 10-KSB/A for the fiscal year ended
September 30, 1998./8/
13.3 Annual Report on Form 10KSB/A-2 for the fiscal year ended
September 30, 1998./9/
23.1 Consents of BDO Seidman, LLP.
23.2 Consent of Davis, Graham & Stubbs LLP - See Exhibit 5.1.
24 Power of Attorney to Sign Registration Statement./10/
- --------------------
1 Filed as an exhibit to the Company's definitive Proxy Statement, dated May
3, 1991 and incorporated herein by reference.
2 Filed as an exhibit to the Company's Current Report on Form 8-K dated
November 12, 1996, and incorporated herein by reference.
3 Filed as an exhibit to the Company's Current Report on Form 8-K dated
August 13, 1998, and incorporated herein by reference.
4 Filed as an exhibit to the Company's Registration Statement on Form S-18
(Registration No. 33-1484), as filed with the Commission on November 12,
1985, and incorporated herein by reference.
5 Filed with the Commission on November 5, 1998 with Amendment No. 4 to this
Registration Statement, and incorporated herein by reference.
6 Filed with the Commission on November 12, 1998 with Amendment No. 5 to this
Registration Statement, and incorporated herein by reference.
7 Filed with the Commission on January 13, 1999 and incorporated herein by
reference.
8 Filed with the Commission on January 19, 1999 and incorporated herein by
reference.
9 Filed with the Commission on January 22, 1999 and incorporated herein by
reference.
10 Filed with the Commission on October 13, 1998 with Amendment No. 3 to this
Registration Statement, and incorporated herein by reference.
II-7
<PAGE>
PLANGRAPHICS, INC.
FINANCIAL STATEMENTS
PERIOD FROM OCTOBER 1, 1996 TO SEPTEMBER 22, 1997
<PAGE>
PLANGRAPHICS, INC.
CONTENTS
- --------------------------------------------------------------------------------
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS F-2
BALANCE SHEET AT SEPTEMBER 22, 1997 F-3 - F-4
STATEMENT OF OPERATIONS FOR THE
PERIOD ENDED SEPTEMBER 22, 1997 F-5
STATEMENT OF STOCKHOLDERS' DEFICIT
FOR THE PERIOD ENDED SEPTEMBER 22, 1997 F-6
STATEMENTS OF CASH FLOWS FOR THE
PERIOD ENDED SEPTEMBER 22, 1997 F-7
SUMMARY OF ACCOUNTING POLICIES F-8 - F-10
NOTES TO FINANCIAL STATEMENTS F-11 - F-20
F-1
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors
PlanGraphics, Inc.
Frankfort, Kentucky
We have audited the accompanying balance sheet of PlanGraphics, Inc. as of
September 22, 1997, and the related statement of operations, stockholders'
deficit, and cash flows for the period October 1, 1996 to September 22, 1997.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of PlanGraphics, Inc. at September
22, 1997, and the results of its operations and cash flows for the period
October 1, 1996 to September 22, 1997, in conformity with generally accepted
accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company has suffered a loss from operations, has
negative working capital, and may not be able to meet the payment of certain
payables within the contractual terms of the agreements. These conditions raise
substantial doubt about the Company's ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 1. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
/s/BDO Seidman, LLP
Denver, Colorado
December 12, 1997
F-2
<PAGE>
PLANGRAPHICS, INC.
BALANCE SHEET
- --------------------------------------------------------------------------------
September 22, 1997
- --------------------------------------------------------------------------------
ASSETS
CURRENT:
Cash $ 36,569
Accounts receivable - billed contract fee
(net of allowance of $127,600) 1,024,075
Accounts receivable - unbilled contract fees 587,332
Prepaid expenses and other 170,087
- --------------------------------------------------------------------------------
Total current assets 1,818,063
- --------------------------------------------------------------------------------
PROPERTY AND EQUIPMENT:
Premises and equipment (net of accumulated
depreciation of $1,234,680) 2,506,350
- --------------------------------------------------------------------------------
OTHER ASSETS:
Capitalized software 256,291
Goodwill 142,567
Other 115,613
- --------------------------------------------------------------------------------
Total other assets 514,471
- --------------------------------------------------------------------------------
$4,838,884
- --------------------------------------------------------------------------------
See accompanying report of independent certified public accountants,
summary of accounting policies and notes to financial statements.
F-3
<PAGE>
PLANGRAPHICS, INC.
BALANCE SHEET
- --------------------------------------------------------------------------------
September 22, 1997
- -------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT:
Accounts payable $ 669,985
Checks issued against future deposits 338,604
Note payable related party - current portion 122,183
Notes payable - current portion 840,000
Obligation under capital leases - related party
current portion 135,981
Accrued expenses 449,129
Deferred revenue 32,650
- --------------------------------------------------------------------------------
Total current liabilities 2,588,532
- --------------------------------------------------------------------------------
Note payable related party 485,593
Obligation under capital leases -
related party 2,040,403
- --------------------------------------------------------------------------------
Total liabilities 5,114,528
- --------------------------------------------------------------------------------
Stockholders' Deficit:
Common stock, no par value; voting; 500,000
shares authorized; 485,975 shares issued and
outstanding 153,928
Common stock, no par value; non-voting; 600,000
shares authorized; 577,335 issued and
outstanding 510,082
Additional paid-in capital 523,042
Accumulated deficit (1,462,696)
- --------------------------------------------------------------------------------
Total stockholders' deficit (275,644)
- --------------------------------------------------------------------------------
$4,838,884
- --------------------------------------------------------------------------------
See accompanying report of independent certified public accountants,
summary of accounting policies and notes to financial statements.
F-4
<PAGE>
PLANGRAPHICS, INC.
STATEMENTS OF OPERATIONS
- --------------------------------------------------------------------------------
PERIOD FROM
OCTOBER 1, 1996
TO SEPTEMBER 22,
1997
- --------------------------------------------------------------------------------
Contract revenues $ 8,133,138
Cost and expenses:
Salaries and employee benefits 5,119,211
Direct contract costs 1,191,683
Marketing expenses 525,643
Other operating expenses 1,906,816
- --------------------------------------------------------------------------------
Total operating expenses 8,743,353
- --------------------------------------------------------------------------------
Operating loss (610,215)
- --------------------------------------------------------------------------------
Other income (expenses):
Interest expense (415,481)
Other income 113,445
- --------------------------------------------------------------------------------
Total other income (expenses) (302,036)
- --------------------------------------------------------------------------------
Net loss $ (912,251)
- --------------------------------------------------------------------------------
See accompanying report of independent certified public accountants,
summary of accounting policies and notes to financial statements.
F-5
<PAGE>
PLANGRAPHICS, INC.
STATEMENT OF STOCKHOLDERS' DEFICIT
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Voting Non-voting Additional Total
Common Stock Common Stock paid-in Accumulated Stockholders'
Shares Amount Shares Amount capital Deficit Deficit
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balances, October 1, 1996 485,975 $ 153,928 551,980 $ 328,035 $ -- $ (550,445) $ (68,482)
Issuance of non-voting
common stock for services -- -- 71,975 247,689 -- -- 247,689
Retirement of non-voting
common stock -- -- (46,620) (65,642) -- -- (65,642)
Contributed capital -- -- -- -- 523,042 -- 523,042
Net loss -- -- -- -- -- (912,251) (912,251)
- -------------------------------------------------------------------------------------------------------------------
Balances, September 22, 1997 485,975 $ 153,928 577,335 $ 510,082 $ 523,042 $(1,462,696) $(275,644)
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying report of independent certified public
accountants, summary of accounting policies and notes to
financial statements.
F-6
<PAGE>
PLANGRAPHICS, INC.
STATEMENT OF CASH FLOWS
- --------------------------------------------------------------------------------
PERIOD ENDED
SEPTEMBER 22,
1997
- --------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (912,251)
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation and amortization 414,029
Issuance of non-voting common stock for services 247,689
Change in assets and liabilities:
Accounts receivable 518,611
Other assets 8,988
Accounts payable 109,755
Accrued expenses (197,742)
Deferred revenue (395,641)
- --------------------------------------------------------------------------------
Net cash used in operating activities (206,562)
- --------------------------------------------------------------------------------
Cash flows from investing activities:
Purchase of equipment (256,511)
Capitalized software (256,583)
- --------------------------------------------------------------------------------
Net cash used in investing activities (513,094)
- --------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Checks issued against future deposits 338,604
Proceeds on borrowings 150,208
Payments on notes payable (119,571)
Payments on obligations under capital lease (130,286)
Retirement of non-voting common stock (65,642)
Contributed capital 523,042
- --------------------------------------------------------------------------------
Net cash provided by financing activities 696,355
- --------------------------------------------------------------------------------
Decrease in cash and cash equivalents (23,301)
CASH, beginning of period 59,870
- --------------------------------------------------------------------------------
CASH, end of period $ 36,569
- --------------------------------------------------------------------------------
See accompanying report of independent certified public accountants,
summary of accounting policies and notes to financial statements.
F-7
<PAGE>
PLANGRAPHICS, INC.
SUMMARY OF ACCOUNTING POLICIES
- --------------------------------------------------------------------------------
ORGANIZATION PlanGraphics, Inc. (the "Company") is an independent
consulting firm specializing in the design and
implementation of Geographic Information Systems ("GIS") as
well as advisory services in the United States and foreign
markets. The customer base consists primarily of utilities,
government agencies, and land and resource management
organizations.
On September 22, 1997, DCX, Inc., a publicly traded company,
acquired all of the outstanding stock of PlanGraphics, Inc.
for 2,631,145 shares of common stock at the agreed upon rate
of $1.52 per share. The acquisition was accounted for under
the purchase method of accounting.
ESTIMATES IN The preparation of financial statements in conformity with
THE FINANCIAL generally accepted accounting principles requires management
STATEMENTS to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results
could differ from those estimates.
LONG-TERM ASSETS The Company applies SFAS No. 121, "Accounting for the
Impairment of Long-Lived Assets". Under SFAS No. 121,
long-lived assets and certain intangibles are reported at
the lower of the carrying amount or their estimated
recoverable amounts.
CASH For purposes of the statement of cash flows, the Company
EQUIVALENTS considers all highly liquid debt instruments purchased with
an original maturity of three months or less to be cash
equivalents.
REVENUE AND Revenues are recognized as services are provided.
COST RECOGNITION
Contract costs include all direct material and labor costs
and those indirect costs related to contract performance,
such as supplies, tools, repairs and depreciation costs.
General and administrative costs are charged to expense as
incurred. Provisions for estimated losses on uncompleted
contracts are made in the period in which such losses are
determined.
F-8
<PAGE>
PLANGRAPHICS, INC.
SUMMARY OF ACCOUNTING POLICIES
- --------------------------------------------------------------------------------
PROPERTY, Property and equipment are recorded at cost. Depreciation is
EQUIPMENT AND provided on property and equipment by charging against
DEPRECIATION AND earnings, amounts sufficient to amortize the costs of the
AMORTIZATION assets over their estimated useful lives.
TAXES ON INCOME The Company accounts for income taxes under SFAS No. 109.
Deferred income taxes result from temporary differences.
Temporary differences are differences between the tax basis
of assets and liabilities and their reported amounts in the
financial statements that will result in taxable or
deductible amounts in future years.
CONCENTRATIONS The Company's financial instruments that are exposed to
OF CREDIT RISK concentrations of credit risk consist primarily of cash and
cash equivalent balances in excess of the insurance provided
by governmental insurance authorities. The Company's cash
and cash equivalents are placed with financial institutions
and are primarily in demand deposit accounts.
GOODWILL Goodwill represents the excess of the cost over the fair
value of its net assets acquired at the date of acquisition
and is being amortized on the straight-line method over
fifteen years.
DEFERRED REVENUE Deferred revenue represents amounts received under certain
contracts in excess of revenue recognized.
STOCK OPTION The Company applies Accounting Principles Board Opinion 25,
PLANS "Accounting for Stock Issued to Employees," (APB Opinion 25)
and related Interpretations in accounting for all stock
option plans. Under APB Opinion 25, no compensation cost has
been recognized for stock options granted as the option
price equals or exceeds the market price of the underlying
common stock on the date of grant.
Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation" (SFAS No. 123),
requires the Company to provide pro forma information
regarding net income as if compensation cost for the
Company's stock option plans had been determined in
accordance with the fair value based method prescribed in
SFAS No. 123.
F-9
<PAGE>
PLANGRAPHICS, INC.
SUMMARY OF ACCOUNTING POLICIES
- --------------------------------------------------------------------------------
FAIR VALUE OF Unless otherwise specified, the Company believes the book
FINANCIAL value of financial instruments approximates their fair
INSTRUMENTS value.
CAPITALIZED Costs incurred internally in creating software products for
SOFTWARE COSTS resale are charged to expense until technological
feasibility has been established upon completion of a detail
program design. Thereafter, all software development costs
are capitalized until the point that the product is ready
for sale and subsequently reported at the lower of amortized
cost or net realizable value.
In accordance with Statement of Financial Accounting
Standard No. 86, the Company recognizes the greater amount
of annual amortization of capitalized software costs under
1) the ratio of current year revenues by product, to the
product's total estimated revenues method or 2) over the
products estimated economic useful life by the straight-line
method.
SOFTWARE Revenue from licensing of software products is recognized
REVENUE upon shipment. Revenue from support and update service
RECOGNITION agreements is deferred at the time the agreement is executed
and recognized ratably over the contractual period. The
Company recognizes revenues from customer training and
consulting services when such services are provided. All
costs associated with licensing of software products,
support and update services, and training and consulting
services are expensed as incurred.
F-10
<PAGE>
PLANGRAPHICS, INC.
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
1. GOING CONCERN
As reflected in the accompanying financial statements, the
Company has a working capital deficit of $770,469 and the
Company has incurred a net loss from operations of $912,251
for the period ended September 22, 1997. These conditions
raise substantial doubt about the Company's ability to
continue as a going concern.
Management's plans include, among other items, actively
pursuing additional funding in both the debt and equity
markets in order to meet working capital requirements, as
well as completing the recent merger with DCX, Inc.
Additionally, the Company is negotiating the timing of and
payment of certain payables to help improve the working
capital position. There are no assurances that any of these
events will occur or that the Company's plan will be
successful. The accompanying financial statements do not
include any adjustments that might result from the outcome
of these uncertainties.
2. PREMISES AND
EQUIPMENT
The Company's premises and equipment at September 22, 1997
are summarized as follows:
SEPTEMBER 22, 1997
------------------------------------------------------------
Land and building under capital lease (Note 4) $ 2,100,000
Equipment under capital lease (Note 4) 460,460
Furniture, fixtures and equipment 1,180,570
------------------------------------------------------------
3,741,030
Accumulated depreciation (1,234,680)
------------------------------------------------------------
$ 2,506,350
------------------------------------------------------------
Depreciation expense was $378,483 for the period ended
September 22, 1997.
F-11
<PAGE>
3. NOTES Notes payable at September 22, 1997 represent the
PAYABLE outstanding balances of notes payable to a commercial bank.
SEPTEMBER 22,
1997
------------------------------------------------------------
Note payable to bank in monthly
principal installments of $5,000,
interest at 8.5% payable quarterly,
collateralized by equipment,
accounts receivable, a stock pledge
agreement of Company shares and an
assignment of a $500,000 life
insurance policy on an individual.
Note matures on April 24, 1998 $ 640,000
Line of credit with a bank, interest
at 9.5% payable at maturity on August 7,
1997 collateralized by equipment
and accounts of the Company 200,000
------------------------------------------------------------
Notes payable - current maturities $ 840,000
------------------------------------------------------------
The $200,000 line of credit was paid in full on October 15,
1997.
Notes Payable - Related Party
Total amounts under related party notes to a minority
shareholder were $607,776 at September 22, 1997. The Company
restructured these notes on October 10, 1997 by converting
$289,902 of the related party note payable into 170,531
shares of DCX, Inc.'s common stock, paying $150,000 in cash
and issuing a note with an interest rate of 10%. The note
requires monthly payments of $14,000 principal and interest
through October 15, 1998 and the remaining balance of
approximately $2,200 is due on November 15, 1998.
F-12
<PAGE>
Certain voting provisions relating to these related party
notes were cancelled with the restructuring of the notes.
Principal payments on all notes payable due subsequent to
September 22, 1997 are as follows:
------------------------------------------------------------
1998 $ 962,183
1999 485,593
------------------------------------------------------------
$1,447,776
------------------------------------------------------------
The Company subsequent to September 22, 1997 paid a total of
$637,776 leaving a remaining total outstanding of $810,000.
4. OBLIGATIONS The Company leases its main office facility from a related
UNDER party, Capitol View Development, LLC, under a triple net
CAPITAL commercial lease. The President of PlanGraphics, Inc. owns
LEASES approximately ten percent of Capitol View Development. The
lease includes an annual base rent increasing over the term
of the lease plus an adjustment based on Capitol View
Development's rate of interest on its loan. The initial
lease term is for a period of fifteen years with five
renewal options for a term of one year each. Annual rental
payments approximate $320,000 per year.
The Company also leases certain equipment under capital
leases from a related party. Original lease terms are for
five years.
F-13
<PAGE>
The following is a schedule, by years, of future minimum
payments required under these leases, together with their
present value as of September 22, 1997.
Land and
September 22, Building Equipment Total
------------------------------------------------------------
1997 $ -- $3,917 $ 3,917
1998 327,261 82,331 409,592
1999 330,218 58,411 388,629
2000 335,635 32,523 368,158
2001 337,089 -- 337,089
2002 338,133 -- 338,133
Thereafter 2,500,429 -- 2,500,429
------------------------------------------------------------
4,168,765 177,182 4,345,947
Less: amount
representing
interest 2,155,571 13,992 2,169,563
------------------------------------------------------------
Present value
of minimum
lease payments 2,013,194 163,190 2,176,384
------------------------------------------------------------
Less: current portion 135,981
----------------------------------------
Obligations under
capital leases
after current
portion $2,040,403
----------------------------------------
F-14
<PAGE>
5. OPERATING The Company leases certain office facilities and certain
LEASE furniture and equipment under various operating leases.
COMMITMENTS Lease terms range from one to five years.
Minimum annual lease commitments at September 22, 1997 are
as follows:
September 22,
------------------------------------------------------------
1997 $ 9,606
1998 119,144
1999 102,365
2000 44,953
2001 12,956
------------------------------------------------------------
$289,024
------------------------------------------------------------
Rental expense for period ended September 22, 1997 totalled
$163,509.
6. MAJOR A significant portion of the Company's contract revenue was
CUSTOMER derived directly or indirectly from contracts with a major
customer, a gas and electric utility company located in the
northeastern United States.
This customer represented 25.6% of total sales for the
period ended September 22, 1997. In addition, this customer
constituted approximately 6% of the Company's accounts
receivable at September 22, 1997.
7. PROFIT The Company has a qualified profit sharing plan with a
SHARING 401(k) deferred compensation provision covering
PLAN substantially all employees. The plan allows employees to
defer up to 20% of their annual salary with a tiered
matching contribution by the Company up to 1.75%. Additional
contributions are at the Company's discretion. The expense
charged to operations for the plan was $50,913 for the
period ended September 22, 1997.
F-15
<PAGE>
8. INCOME A reconciliation of the effective tax rates and the
TAXES statutory U.S. federal income tax rates follows:
SEPTEMBER 22,
1997
------------------------------------------------------------
U.S. federal statutory rates (34.0)%
State income tax benefit, net
of federal tax amount (3.3)
Increase in deferred tax asset valuation
allowance 37.3
------------------------------------------------------------
Effective tax rate --%
------------------------------------------------------------
Temporary differences that give rise to a significant
portion of the deferred tax asset are as follows:
SEPTEMBER 22,
1997
------------------------------------------------------------
Net operating loss carryforward $ 208,000
Provision for losses on accounts receivable 47,000
Vacation 59,000
Other 30,000
------------------------------------------------------------
Total gross deferred tax assets 344,000
Valuation allowance (344,000)
------------------------------------------------------------
Net deferred tax asset $ --
------------------------------------------------------------
A valuation allowance equal to the net deferred tax asset
has been recorded, as of September 22, 1997, as management
of the Company has not been able to determine that it is
more likely than not that the deferred tax assets will be
realized.
F-16
<PAGE>
At September 22, 1997, the Company had net operating loss
carryforwards of approximately $557,000 with expirations
through 2012. The net operating losses are limited due to
changes in ownership.
9. STOCKHOLDERS' Common Stock Repurchase Commitments
EQUITY
In October 1996, the Company and a shareholder entered into
a stock repurchase agreement whereby the Company agreed to
repurchase the shareholder's 18,271 non-voting common shares
over a three year period at prices that approximate the
appraised value of the shares as of December 31, 1995. The
Company's total repurchase obligation over the two years
subsequent to September 22, 1997 is as follows:
Year Ended September 22,
------------------------------------------------------------
1998 $ 40,417
1999 43,638
------------------------------------------------------------
$ 84,055
------------------------------------------------------------
In March 1997, a former shareholder of a company acquired by
the Company under a Stock Exchange Agreement (the Agreement)
exercised his option under the Agreement to sell 25% of his
50,770 non-voting common shares received under the Agreement
to the Company at a price of $2.89 per share, the appraised
value of the Company's shares as of September 30, 1996.
Under the terms of the Agreement, the Company elected to pay
the purchase price in twelve equal monthly installments
beginning April 1, 1997. Additionally, the former
shareholder has the option of selling a maximum of 25% of
the shares received under the Agreement annually to the
Company at the appraised value of the common shares as of
the end of the previous fiscal year.
Additionally, all Company common shares issued and
outstanding are subject to a right of first refusal held by
the Company to repurchase the shares in the event the
shareholder desires to transfer ownership of the shares.
F-17
<PAGE>
Capital Stock Transactions and Options
On May 7, 1997, the Board of Directors approved a 5 for 1
stock split to be effective in the form of a dividend to
shareholders of record on May 7, 1997. The stock split
became effective on September 13, 1997 when approved by the
shareholders after increasing the number of authorized
shares to be 500,000 voting and 600,000 non-voting common
shares. All references in the accompanying financial
statements have been restated to reflect the stock split.
Additionally on May 7, 1997, the Board of Directors approved
a non-qualified stock option plan. The Board reserved
107,500 for issuance under the plan. On June 26, 1997, the
Board granted the option to purchase 15,500 of non-voting
common shares to certain employees at an exercise price of
$1.42 per share. Such price represented approximately 50% of
the most recent appraised value of common stock share at the
date of grant. The Company also granted options to purchase
42,000 shares of non-voting common shares at an exercise
price of $2.45 per share. The $2.45 price represents 85% of
the most recent appraised value of a common stock share at
the date of grant. All of the options granted are subject to
vesting requirements and none are exercisable until one year
after grant. The options terminate 5 years from the date of
grant. The reservation of shares for issuance and the
granting of options under the plan are subject to additional
shareholder approval for another increase in the number of
common shares authorized.
All of the options mentioned above were replaced with
options of DCX, Inc. at similar terms concurrent with the
close of the transaction on September 22, 1997.
The Company issued 71,975 shares of non-voting stock for
services during the period October 1, 1996 to September 22,
1997. The value of these shares was $247,689. The Company
repurchased 46,620 shares during the year for $65,642. The
shares repurchased were retired at the time of the DCX, Inc.
transaction.
F-18
<PAGE>
FASB Statement 123, "Accounting for Stock-Based
Compensation" (SFAS No. 123"), requires the Company to
provide pro forma information regarding net income and net
income per share as if compensation costs for the Company's
stock option plans and other stock awards had been
determined in accordance with the fair value based method
prescribed in SFAS No. 123. The Company estimated the fair
value of each stock award at the grant date by using the
Black-Scholes option-pricing model with the following
weighted-average assumptions used for grants in the year
ended September 30, 1997: dividend yield of 0 percent,
risk-free interest rate of 6 percent and expected option
lives of five years.
Under the accounting provisions for SFAS No. 123, the
Company's actual and pro forma net loss and net loss per
share would have been the same as none of the options had
vested.
A summary of the status of the Company's stock option plans
and outstanding options as of September 22, 1997 and changes
during the period ending on that date is presented below:
1997
------------------------------------------------------------
Weighted
Average
Range of Exercise
Shares Price
------------------------------------------------------------
Outstanding, beginning of period 478,000 $ 0.84
Granted 3,495,623 1.38
Cancelled -- --
------------------------------------------------------------
Outstanding, end of period 3,465,894 $ 1.36
------------------------------------------------------------
Options exercisable, end of period -- $ --
Weighted average fair value
of options granted during
the period -- $ --
------------------------------------------------------------
F-19
<PAGE>
Additional Paid in Capital
As of September 22, 1997, DCX, Inc. has advanced the Company
$500,000 under promissory notes in accordance with the terms
of a loan agreement dated July 30, 1997. DCX, Inc. converted
the notes payable from the Company to equity with an
effective date of September 22, 1997.
10. COMMITMENTS Self Insurance
The Company is partially self insured for employee medical
liabilities which covers risk up to $20,000 per individual
covered under the plan. The Company has purchased excess
medical liability coverage for individual claims in excess
of $20,000 and approximately $250,000 in aggregate with a
national medical insurance carrier. Premiums and claim
expenses associated with the medical self insurance program
are included in the accompanying statement of operations.
11. SUPPLEMENTAL 1997
SCHEDULE OF ------------------------------------------------------------
NON-CASH
INVESTING AND Cash paid for interest $ 425,923
FINANCING
ACTIVITIES ------------------------------------------------------------
F-20
<PAGE>
INTEGRATED SPATIAL INFORMATION SOLUTIONS, INC. AND SUBSIDIARY
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR YEAR ENDED SEPTEMBER 30, 1997
<TABLE>
<CAPTION>
Integrated
Spatial
Information Pro Forma Consolidated
PlanGraphics, Inc. Solutions, Inc. Adjustments Pro Forma
<S> <C> <C> <C> <C>
Revenue $ 8,204,236 -- $ 8,204,236
Salaries and employee benefits 5,225,909 799,161 6,025,070
Direct contract costs 1,207,715 -- 1,207,715
Other operating expenses 2,474,279 732,737 367,859 a 3,574,875
--------------------------------------------------------------------
Total operating costs 8,907,903 1,531,898 367,859 10,807,659
--------------------------------------------------------------------
Operating income (loss) (703,666) (1,531,898) (367,859) (2,603,423)
Other income (311,734) 300,325 (11,409)
--------------------------------------------------------------------
Loss from continuing operations $(1,015,400) $(1,231,573) $(367,859) $(2,614,832)
Preferred stock dividends (9,674)
Deemed preferred stock dividends (892,592)
-------------
Net loss attributable to common (3,517,098)
stockholders
Loss per common share:
loss attributable to common
stockholders (0.48)
Weighted average number of shares of 7,345,496
common stock outstanding
</TABLE>
Integrated Spatial Information Solutions, Inc. and Subsidiary
Notes to Pro Forma Consolidated Financial Statements
a. To record the amortization of goodwill over a 15 year period.
<PAGE>
INTEGRATED SPATIAL INFORMATION SOLUTIONS, INC. AND SUBSIDIARY
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR YEAR ENDED SEPTEMBER 30, 1997
The accompanying unaudited pro forma consolidated statement of operations
gives effect to the acquisition by Integrated Spatial Information Solutions,
Inc. - formerly known as DCX, Inc. (the "Company") of 100% of the outstanding
common stock of PlanGraphics, Inc. pursuant to the agreement between the
parties, and to the issuance of 2,631,145 shares of the Company's common stock,
and is based on the estimates and assumptions set forth herein under the
purchase method of accounting. The unaudited pro forma information has been
prepared utilizing the historical financial statements and notes thereto, which
are incorporated by reference or are included herein. The unaudited pro forma
financial data does not purport to be indicative of the results which actually
would have been obtained in the future. The unaudited pro forma financial
statements should be read in conjunction with the financial statements.
The balance sheet is presented on a consolidated basis in the Company's
10-KSB financial statements at September 30, 1997. The accompanying unaudited
pro forma statement of operations has been derived from the statement of
operations of the Company and PlanGraphics for the year ended September 30,
1997, and such information has been adjusted to give effect to the proposed
acquisition as if the proposed acquisition had occurred as of the beginning of
the period presented.
<TABLE>
<CAPTION>
Integrated
Spatial
PlanGraphics, Information Pro Forma Consolidated
Inc. Solutions, Inc. Adjustments Pro Forma
<S> <C> <C> <C> <C>
Revenue $ 8,204,236 -- $ 8,204,236
Salaries and employee benefits 5,225,909 799,161 6,025,070
Direct contract costs 1,207,715 -- 1,207,715
Other operating expenses 2,474,279 732,737 367,859 a 3,574,875
---------------------------------------------------------------------
Total operating costs 8,907,903 1,531,898 367,859 10,807,659
---------------------------------------------------------------------
Operating loss (703,666) (1,531,898) (367,859) (2,603,423)
Other income (311,734) 300,325 (11,409)
---------------------------------------------------------------------
Loss from continuing operations $ (1,015,400) $ (1,231,573) $ (367,859) (2,614,832)
Preferred stock dividends (9,674)
Deemed preferred stock dividends (892,592)
----------------
Net loss attributable to common stockholders $ (3,517,098)
Loss per common share:
Loss attributable to common stockholders $ (0.48)
Weighted average number of shares of 7,345,496
common stock outstanding
</TABLE>
Integrated Spatial Information Solutions, Inc. and Subsidiary
Notes to Pro Forma Consolidated Financial Statements
a. To record the amortization of goodwill over a 15 year period.
b. The audited financial statements for DCX, Inc. and PlanGraphics, Inc. are not
comparable to the pro forma statements above. The DCX, Inc. statements
include only eight days of activity for PlanGraphics, Inc., whereas the
financial statements for PlanGraphics are for the period October 1, 1996 to
September 22, 1997.
[NATIONSBANK LETTERHEAD]
August 27, 1998
Mr. Stephen Carreker
Chief Executive Officer
Integrated Spatial Information Solutions
200 West Forsyth Street, #803
Jacksonville, Florida 32202
Dear Mr. Carreker:
This letter shall serve to modify the language in our commitment letter dated
August 25, 1998. The original language was as follows:
"COMMITMENT FEE:
Borrower agrees to pay a commitment fee equal to 1.35% of the amount of the loan
or $40,500 upon acceptance of this commitment. This fee shall be non-refundable
whether or not the loan actually closes."
This shall be amended to read as follows:
"COMMITMENT FEE:
Borrower agrees to pay a commitment fee equal to 1.35% of the amount of the loan
or $40,500 upon acceptance of this commitment. This fee shall be non-refundable
in the event borrower accepts this commitment and the loan does not close as a
result of actions taken by the borrower."
I hope this language meets your needs. We understand how the previous language
can be interpreted, and we certainly do not intend to keep any fee should
NationsBank withdraw the commitment for any reason; although this would not
happen (for liability reasons at the least).
Call me if you have any further questions.
Sincerely,
/s/ Daniel G. Pardue
Daniel G. Pardue
Assistant Vice President
<PAGE>
[NATIONSBANK LETTERHEAD]
August 25, 1998
Mr. Stephen Carreker
Chief Executive Officer
Integrated Spatial Information Solutions
200 West Forsyth Street, #803
Jacksonville, Florida 32202
Dear Mr. Carreker:
Thank you for the opportunity to make the following commitment to you.
NationsBank of Florida, N.A. (the "Bank") is pleased to have approved for
Integrated Spatial Information Solutions and Plangraphics, Inc. (the "Borrower")
a credit facility consisting of a line of credit in an amount not to exceed
$3,000,000.00. This commitment is to be used by you for the purpose of financing
accounts receivable.
This commitment is subject to the execution and delivery to the Bank of legal
documents yet to be prepared, including, without limitation, loan agreements,
promissory notes, guaranties, and collateral and security documents. All such
documents must be satisfactory in form and substance to the Bank (and its
counsel).
The making and funding of any loans under this commitment (in addition to any
other conditions which may be required in the documents referred to in the
preceding paragraph) is expressly subject to the terms and conditions set forth
in the attached Terms and Conditions.
If you find the terms and conditions of this commitment to be acceptable to you,
please execute the enclosed copy of this letter and return it to the
undersigned. If not accepted, this commitment shall expire on August 31, 1998,
or such later date as the Bank may hereafter agree to in writing.
We appreciate the opportunity to provide you with the financial services of
NationsBank of Florida, N.A. and look forward to a continuing mutually
beneficial relationship.
Sincerely,
Daniel G. Pardue
Accepted and agreed to this 30th day of August, 1998.
Integrated Spatial Information Solutions
by: /s/ Stephen Carreker
-----------------------------
CEO, ISIS
-2-
<PAGE>
TERMS AND CONDITIONS
BORROWER: Integrated Spatial Information Solutions, Inc. & Plangraphics, Inc.
PURPOSE: Working Capital Line of Credit
AMOUNT OF LOAN: $3,000,000.00
INTEREST RATE:
LIBO Rate: Interest on the unpaid principal balance, from time to time, until
paid in full at a rate per annum of 3.50 percentage points above the 30 day LIBO
Rate as published daily in the Wall Street Journal. The current 30 day LIBO Rate
is 5.67%.
MATURITY: November 2, 1999.
COMPENSATING BALANCES:
As a consideration for the above pricing, Borrower agrees to maintain its
principal depository activity with the Bank.
PREPAYMENT:
During the term of the loan, Borrower may borrow, prepay and reborrow under this
loan so long as the maximum principal amount outstanding does not exceed the
maximum amount of this loan and no default has occurred.
COMMITMENT FEE:
Borrower agrees to pay a commitment fee equal to 1.35% of the amount of the loan
or $40,500 upon acceptance of this commitment. This fee shall be non-refundable
whether or not the loan actually closes.
REPAYMENT TERMS:
Interest shall be paid monthly, based on the average outstanding principal
balance for the prior month. Deposits received will be used to pay down the
principal balance under the line daily (this service is automated); this will
minimize interest expense. Principal shall be due at maturity, should the loan
not be renewed.
COLLATERAL:
Personal Property: A first priority security interest in all accounts
receivable, and chattel paper. The right to a first priority interest in any
unencumbered inventory, equipment, general intangibles, and real property
hereafter acquired and all replacements and substitutions thereof and proceeds
thereof.
GUARANTORS:
There will be no personal guarantees, however any company acquired by Borrower
shall become party this loan whose obligations to the Bank shall be joint and
several with Borrower.
<PAGE>
EXPIRATION/RENEWAL CLAUSES:
Any commitment to advance funds shall expire on August 31, 1998, and the Bank
shall have no further obligation to extend credit. Any renewal, extension of
maturity and/or expiration date, or increase in amount of this loan by the Bank
shall be governed by the terms of any commitment unless otherwise agreed to by
the Bank, in writing.
CONDITIONS TO FIRST ADVANCE:
Prior to the making by the Bank of the first advance to the Borrower, the
following conditions precedent shall have occurred.
The Bank shall have received, duly executed, all promissory notes, loan
agreements, security agreements, financing statements, corporate resolutions,
and other documents and instruments necessary or advisable in connection with
the loan, all of which shall be in form and substance satisfactory to the Bank
and its counsel. The Bank shall have received such other financial or other
information as it may reasonably request.
CONDITIONS TO EACH ADVANCE:
There shall exist no event of default; the representations and warranties
contained herein shall be true and accurate; there shall have occurred no
material adverse change in the financial condition of the Borrower or any other
entity liable for repayment of the loan; and the Bank shall not have determined
that the prospect of payment or performance of the loan has been materially
impaired.
Each advance on this loan will be preceded by the delivery of a borrowing base
certificate from the Borrower to the Bank containing a listing of the book value
of the Borrower's eligible accounts receivable.
BORROWING BASE:
Notwithstanding the maximum amount of this loan, the total of advances
outstanding under the line at any time shall not exceed an amount equal to the
sum of 80% of the book value of Borrower's eligible accounts receivable as at
such time. For purposes of this loan, (i) eligible accounts receivable shall
mean those accounts that are less than 60 days from the date of invoice, net of
any retainage provisions, and shall exclude accounts owed by account debtors not
acceptable to the Bank. To the extent the total of advances outstanding
hereunder at any time exceeds the Borrowing Base, Borrower shall immediately
prepay this loan to such extent.
Lockbox: As consideration for monitoring the loan, all deposits/customer
receipts shall be remitted through a NationsBank "Lockbox."
REPORTING REQUIREMENTS:
So long as the Borrower is indebted to the Bank, the Borrower shall submit to
the Bank the following:
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1. Quarterly, within 45 days of the end of each quarter, internally prepared
financial statements of the Borrower, [and Guarantor(s)] in a consolidating
format, including a balance sheet and income statement.
2. Annually, within 120 days following the end of the Borrower's fiscal year, a
balance sheet and income statement in a consolidated format (with footnotes and
schedule, including a balance sheet and income statement, on a consolidating
basis for subsidiary operations) prepared in accordance with generally accepted
accounting principles on an audited basis by an independent certified public
accountant acceptable to the Bank, including, a balance sheet, income statement,
changes in capital position, and reconciliation of net worth and including all
normal and reasonable financial notes.
3. The Borrower shall submit to the Bank a report showing a detailed aging of
accounts receivable, at a minimum, weekly, and before each draw as determined by
the Bank.
LOAN AGREEMENT:
The loan shall be governed by a loan agreement to be prepared by the Bank's
counsel, at Borrower's expense, setting forth the terms under which this loan is
to be made an administered and containing the terms set forth in this commitment
and such other terms, conditions, covenants, representations and warranties as
the Bank may deem necessary or advisable, in its discretion.
REPRESENTATIONS AND WARRANTIES:
All financial statements, certificates and other information furnished, or to be
furnished, to the Bank are, or shall be, true and accurate; neither the Borrower
nor any person liable for repayment of this loan has failed to disclose any
information that could materially affect its properties, business or financial
condition; and there has occurred no material adverse change in the financial
condition of the Borrower or any other person liable to the Bank for the
repayment of this loan since the date of the Borrower's most recent financial
statement.
This commitment, when accepted, and all documents and instruments to be executed
and delivered to the Bank in connection with this commitment and the funding
thereof, shall be duly authorized, valid, enforceable and binding on the parties
thereto, and shall not conflict with or constitute a breach of any other
agreements or corporate documents of the Borrower.
There is no litigation or proceeding pending or threatened against the Borrower
or any other person liable to the Bank for the repayment of this loan which may,
in any way, adversely affect the financial condition, operation or prospects of
the Borrower or such person. Should any litigation be present, Borrower shall
provide Bank written correspondence from Borrower's attorney as to the
probability and outcome of any pending lawsuits, to the satisfaction of the
Bank.
OTHER COVENANTS:
The loan documentation will contain those standard financial, affirmative and
negative covenants and events of default customarily found in credit agreements
of this nature, and others appropriate to this transaction. [including but not
limited to the following:]
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Borrower will not:
Transfer of Assets or Control. Sell, lease, assign or otherwise dispose of or
transfer any assets, except in the normal course of its business. Borrower will
give bank 10 days notice should borrower desire to enter into any merger or
consolidation, or transfer control or ownership of the Borrower or form or
acquire any subsidiary.
Liens. Grant, suffer or permit any contractual or noncontractual lien on or
security interest in its assets, except in favor of Bank or with written
authorization from Bank to do so, or fail to promptly pay when due all lawful
claims, whether for labor, materials or otherwise.
Extensions of Credit. Make any loan or advance to any individual, partnership,
corporation or other entity without the express written consent of Bank.
Borrowings. Create, incur, assume or become liable in any manner for any
indebtedness (for borrowed money, deferred payment for the purchase of assets,
lease payments, as surety or guarantor for the debt for another, or otherwise)
other than to Bank, without the express written consent of Bank, except for
normal trade debts incurred in the ordinary course of Borrower's business, and
except for existing indebtedness disclosed to Bank in writing and acknowledged
by Bank prior to the date of this Agreement.
CLOSING COSTS AND EXPENSES:
Expenses: The Borrower shall pay all costs and expenses incurred by the Bank in
connection with the Bank's review, due diligence and closing of the Loan,
including attorneys' fees, if any incurred by the Bank in connection with the
negotiation and preparation of the loan, whether or not the Loan actually
closes.
MATERIAL ADVERSE CHANGE:
This commitment may be terminated, in the sole discretion of the Bank, upon the
occurrence of a material adverse change in the financial condition of the
Borrower or any other entity liable to the Bank for the repayment of this loan.
SURVIVAL:
The terms and provisions of this commitment shall survive the closing of the
loan made hereunder, the delivery of all documents necessary to carry out the
provision of this commitment, and the funding and making of loans and
disbursements hereunder.
NON-ASSIGNABLE:
This commitment and the right of Borrower to receive loans hereunder may not be
assigned by Borrower.
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AMENDMENT AND WAIVER:
No alternation, modification, amendment or waiver of any terms and conditions of
any commitment, or of any of the documents required by or delivered to the Bank
under any commitment, shall be effective or enforceable against the Bank unless
set forth in a writing signed by the Bank.
GOVERNING LAW:
The loan shall be governed by and construed in accordance with the laws of the
State of Florida.
EXPIRATION:
This commitment is to be closed within 90 days of the acceptance date. Should
this commitment not be accepted by the expiration date or such later date agreed
to in writing, and not closed within 90 days of the acceptance date, then the
Bank shall have no further obligation to extend credit hereunder.
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EXHIBIT 23.1
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
Integrated Spatial Information Solutions, Inc.
Jacksonville, Florida
We hereby consent to the incorporation by reference in the Prospectus
constituting a part of this Registration Statement of our report dated December
20, 1998, relating to the consolidated financial statements of Integrated
Spatial Information Solutions, Inc. appearing in the Company's Annual Report on
Form 10-KSB for the year ended September 30, 1998.
We also consent to the reference to us under the caption "Experts" in the
Prospectus.
/S/BDO SEIDMAN, LLP
Denver, Colorado
January 22, 1999
<PAGE>
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
PlanGraphics, Inc.
Frankfort, Kentucky
We hereby consent to the incorporation by reference in the Prospectus
constituting a part of this Registration Statement of our report dated December
12, 1997, relating to the financial statements of PlanGraphics, Inc. appearing
in this Registration Statement. Our report contains an explanatory paragraph
regarding PlanGraphics' ability to continue as a going concern.
We also consent to the reference to us under the caption "Experts" in the
Prospectus.
/S/BDO SEIDMAN, LLP
Denver, Colorado
January 22, 1999
