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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
(Mark One)
[ X ] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [Fee Required]
For the fiscal year ended JUNE 30, 1995
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[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1943 [No Fee Required]
For the transition period from . . . . to . . . . . . . .
Commission file number 0-17478
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WISMER*MARTIN, INC.
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(Name of small business issuer in its charter)
Washington 91-1196514
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(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
N. 12828 Newport Highway, Mead, Washington 99021
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number (509) 466-0396
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Securities registered under Section 12(b) of the Exchange Act:
Title of each class Name of each exchange on which registered
Common stock par value $0.001 None
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Securities registered under Section 12(g) of the Exchange Act:
NONE
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes X
No ___ ---
Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]
State issuer's revenues for its most recent fiscal year were $10,482,215
The aggregate market value of the voting stock held by non-affiliates computed
by reference to the average bid and asked prices of such stock, as of
September 26, 1995 is $4,137,666.
The number of shares outstanding of common equity, as of September 26, 1995 is
15,337,361.
DOCUMENTS INCORPORATED BY REFERENCE NONE
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Transitional Small Business Disclosure Format (check one):Yes ; No X
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The Compensation Committee consists of Messrs. Holden, Perez, Barnes and
Eidemiller. The Compensation Committee's principal functions are to make
recommendations to the Board of Directors concerning executive management's
compensation program.
The Board of Directors does not maintain a Nominating Committee or a
committee performing similar functions.
DIRECTOR COMPENSATION
Currently, non-employee directors receive $1,000 per Board meeting
attended, or Committee meeting attended that is not held as an adjunct to a
Board meeting and are reimbursed for travel expenses actually incurred in
attending such meetings. The Company does not pay any other cash compensation
to directors for serving in such capacity. Each non-employee director also has
received a warrant for the purchase of 5,000 shares of Common Stock. See
"Security Ownership of Certain Beneficial Owners and Management."
EXECUTIVE OFFICERS
The current executive officers of the Company are listed below:
Name Age Position and Term Served
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Ronald L. Holden 49 Chief Executive Officer since January 4,
1995. He has been Chairman of the Board of
Directors since February 13, 1992. He was
President and a member of the Board of
Directors of National Healthtech Corporation
from 1990 to 1993.
John F. Perez 47 President and Chief Operating Officer since
March 15, 1995. Chief Executive Officer of
Integrated Health Systems, Inc., a subsidiary
of Wismer*Martin, from July, 1993 until
present. Prior to that he was CEO of
Software Technology Services providing
programming and product development in the
healthcare industry
William E. Campbell III 41 Executive Vice President - Corporate
Development since January 4, 1995. Mr.
Campbell was a senior associate for Booz,
Allen & Hamilton for several years providing
operational and technology consultation to
healthcare organizations before becoming an
employee of the Company on April 1, 1994
Douglas A. Willford 39 Chief Financial Officer since January 4,
1995. Mr. Willford has served as CFO of
Integrated Health Systems, Inc. (a subsidiary
of Wismer*Martin) since July, 1993. Prior to
that date, served as CFO for a hospital and
two healthcare management organizations.
Officers serve at the discretion of the Board of Directors.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
During the fiscal year ended June 30, 1995, the following persons were
subject to the filing requirements of section 16 and were late in filing
forms required by section 16:
Mr. Perez was late in filing two Form 4's reporting the issuance of
options to him.
Mr. Campbell was late in filing three Form 4's relating to his
appointment as an executive officer and the issuance of options to him.
Mr. Willford was late in filing three Form 4's relating to his
appointment as an executive officer and the issuance of options to him.
Mr. Hatch, Ms. Hatch, Mr. Wilson and Mr. Magliaro have not timely filed
the forms required upon their termination as executive officers of the
Company.
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PART III
ITEM 13. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES, AND REPORTS ON FORM 8-K
(a) (1) FINANCIAL STATEMENTS
See Index to Financial Statements on page F-1
(a) (2) Exhibits
See Exhibit Index on page 25 and 26
(b) Reports on Form 8-K
A report on Form 8-K was filed on April 11, 1995 disclosing
Coopers & Lybrand, LLP's (C&L) letter to the Company, dated
April 10, 1995, as called for under Item 304 of Regulation SB.
On April 28, 1995, a report on Form 8-K was filed disclosing
the appointment of BDO Seidman as the independent public
accountants for the Company for the fiscal year ending June 30,
1995.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized September 28, 1995.
WISMER*MARTIN, INC.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
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Ronald L. Holden Date John F. Perez Date
Chief Executive Officer, President, Chief Operating Officer,
Chairman of the Board and Director and Director
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Douglas A. Willford Date Clarence H. Barnes, Ph.D. Date
Chief Financial Officer Director
(Principal Financial and Accounting Officer)
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Glen E. Martin Date William D. Engel Date
Director Director
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