SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-KSBA
(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 December 31, 1996
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/ / TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
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Commission file number 33-4844-D
AMERICANA GOLD & DIAMOND HOLDINGS, INC.
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(Name of small business issuer in its charter)
Delaware 84-1023321
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(State or other jurisdiction of (I.R.S. employer identification no.)
incorporation or organization)
Calle Los Laboratorios, Torre Beta,
Piso 2, Ofic. 208, Los Ruices, Caracas 1071, Venezuela 1071
(Address of principal executive offices) (Zip code)
Issuer's telephone number,
including area code: (011)-(582) 238-2322 - Fax: (011)-(582) 239-8429
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Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered pursuant to Section 12(g) of the Exchange Act:
Common Stock, $.001 par value
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-KSBA or any amendment to this Form 10-KSBA. [ ]
State issuer's revenues for its most recent year. $69,774
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State the aggregate market value of the voting stock held by
non-affiliates computed by reference to the price at which the voting stock as
sold, or the average bid and asked prices of such stock, as of March 1, 1997.
(See definition of affiliate in Rule 12b-2 of the Exchange Act). $5,131,850
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Note: If determining whether a person is an affiliate will involve an
unreasonable effort and expense, the issuer may calculate the aggregate market
value of the common equity held by non-affiliates on the basis of reasonable
assumptions, if the assumptions are stated.
Indicate the number of shares outstanding of the Issuer's Common Stock,
as of the latest practicable date: At March 21, 1997, there was outstanding
12,082,731 shares of the Issuer's Common Stock, $.001 par value. Such amount
does not include additional shares that are to be issued in connection with a
foreign private placement.
<PAGE>
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF
THE EXCHANGE ACT.
The following table sets forth the ages and names of the Directors and
executive officers of the Company.
<TABLE>
<CAPTION>
Year Elected to the
Board of Directors
Name Age ----------------------------
<S> <C> <C>
Carlos Hausmann.............. 57 1993
Henry Bloch.................. 51 1993
David Zrihen................. 55 1993
David Bassan................. 39 1993
Jose Pereira .............. 59 1993
Tomaz Klingberg.............. 50 1993
Alberto Cohen................ 63 1993
Leon Bentes.................. 61 1994
Clement W. Cohen............. 49 1996
</TABLE>
CARLOS HAUSMANN. Mr. Hausmann has served as the President,
Chief Executive Officer and as a Director of the Company since February 8, 1993.
Mr. Hausmann was President (from 1968 to 1988), and founder of, Wilson Athletics
of Venezuela, a leading supplier of clothing and licensee for Jockey, Carter's,
Catalina, Jantzen and Horn Products. Mr. Hausmann is President of Paris
Croissant C.A., Sensormatic de Venezuela, a security company, and Chairman of
Inversiones Carev, S.A., a supplier of goods and services to the Venezuelan
Armed Forces and he is a Director of numerous other companies.
HENRY BLOCH has served as the Chief Financial Officer and as a
Vice President and Director of the Company since February 8, 1993. Mr. Bloch
attended the University of Maryland and graduated from New York University in
1967 with a business degree. Mr. Bloch has been a financial advisor with
Fahnestock & Co., Inc. for at least the past five years. Mr. Bloch's business
experience includes President of a uniform factory, editor and publisher of a
weekly tourism magazine.
DAVID ZRIHEN. Mr. Zrihen has served as a Vice President,
Treasurer and Director of the Company since February 8, 1993. Mr. Zrihen has
significant business experience in the Import-Export business and has been the
trade representative for such products as Remington, Pollenex, Teledyne, Clairol
and Vidal Sassoon for more than the past five years.
DAVID BASSAN has served as Vice President, Controller and as a
Director of the Company since February 8, 1993. Mr. Bassan has been associated
with several entities for more than
<PAGE>
the past five years as follows: Mr. Bassan currently serves as a Director of
Group Equipo 18 (a real estate company), Hoteles Karibik C.A. (a hotel operation
company), Multinvest (a stock brokerage company) and Camara Inmobiliaria de
Venezuela (a non-profit organization for the promotion of real estate
development).
JOSE PEREIRA has served as either Vice President of Strategic
Planning and/or General Manager of the Company, and as a Director since February
8, 1993. Prior thereto Mr. Pereira served as a Brigadier General for the
Venezuelan Air Force for more than the past five years. During his military
career, Mr. Pereira held many senior positions of responsibility and led many
procurement programs. He received a B.S. in Mechanical Engineering from the
University of Denver in Colorado and has an M.S. Logistic Management from the
A.F.I.T of WPAFB, Dayton, Ohio.
TOMAZ J. KLINGBERG has served as a Vice President and a
Director of the Company since February 8, 1993. Mr. Klingberg has been an
Economist at the University Central de Venezuela for more than the past five
years. Mr. Klingberg has been a business consultant since 1980 and he serves as
a Director for various privately held businesses.
ALBERTO COHEN has served as a Vice President and Director of
the Company since February 8, 1993. Mr. Cohen has been President of a textile
manufacturer and also a construction company for more than the past five years.
LEON BENTES has served as a Vice President and Director of the
Company since March 9, 1994. Mr. Bentes has been President of X-TRA Import,
C.A., an importer and wholesaler of office supplies for more than the past five
years.
CLEMENT W. COHEN has served as Vice President and General
Manager of Leon Cohen C.A., a leading Department Store in Venezuela since 1972.
For the past five years, Mr. Cohen has also been President of Suministros Zamora
Cohen, an importer and wholesaler of medical supplies. Mr. Cohen is also
president of LECO C.A., a company in the real estate business.
SECTION 16 COMPLIANCE
All of the Executive Officers and Directors of the Company did
not timely file Form 3s and Form 4s under Section 16 of the Securities Exchange
Act of 1934, as amended. All of such individuals have filed Form 5s to reflect
all transactions in the Company's Common Stock which they were a party to in
1995 and 1996.
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<PAGE>
ITEM 10. EXECUTIVE COMPENSATION.
OFFICERS COMPENSATION
No officer of the Company was paid salary and bonus exceeding
$100,000 with respect to the year ended December 31, 1996. The total cash
compensation paid to officers of the Company in the year ended, December 31,
1996 was $26,400. Mr. Carlos Hausmann, the President and Chief Executive Officer
of the Company (the "Named Executive Officer") did not receive any cash from the
Company in connection with his duties as the principal executive officer of the
Company. Mr. Hausmann received 30,612 shares of Common Stock valued at $.81 per
share (or an aggregate of $24,796) and 90,000 shares of Common Stock valued at
$.50 per share (or an aggregate of $45,000). In addition, as described under
"Directors Compensation" below, officers and directors of the Company received
Common Stock of the Company in lieu of cash compensation.
DIRECTORS COMPENSATION
Directors of the Company were entitled to receive in the aggregate
$200,000 for services rendered during 1996. Such compensation was received
through the issuance of 400,000 shares of Common Stock at a purchase price of
$.50 per share.
BOARD OF DIRECTORS INTERLOCKS AND INSIDER PARTICIPATION
The Board of Directors has no compensation committee. See "Certain
Relationships and Related Transactions for transactions between the Company and
its executive officers or directors."
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT.
The following table sets forth information concerning ownership of the
Company's Common Stock, as of April 1, 1997, by each person known by the Company
to be the beneficial owner of more than five percent of the Common Stock, each
director, each nominee for Director each executive officer as defined in Item
402(a)(3) of Regulation S-KSB and by all directors and executive officers of the
Company as a group. Unless otherwise indicated, the address for five percent
stockholders, directors and executive officers of the Company is Calle Los
Laboratorios, Torre Beta, Piso 2, Ofic. 208, Urb. Los Ruices, Caracas 1071,
Venezuela.
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<PAGE>
<TABLE>
<CAPTION>
Name and Address Shares Percentage
of Beneficial Owner Beneficially Owned(1) of Class
- ------------------- --------------------- --------
<S> <C> <C>
Noga Corporation 1,300,000 10.8%
Carlos Hausmann 1,039,689(2) 8.6%
Henry Bloch 542,280(3) 4.5%
David Zrihen 294,682 2.5%
David Bassan 161,799 1.3%
Jose Pereira 305,982 2.5%
Tomaz Klingberg 299,778(4) 2.5%
Alberto Cohen 316,795(5) 2.7%
Leon Bentes 296,218 2.5%
Clement W. Cohen 334,004 2.8%
All directors and 3,591,227(2)(3)(4)(5) 29.7%
executive officers as a
group (9 persons)
</TABLE>
(1) Beneficial ownership is determined in accordance with the rules of
the Securities and Exchange Commission and generally includes
voting or investment power with respect to securities.
(2) Includes 311,755 shares of Common Stock held by an entity
controlled by Mr. Hausmann. Mr. Hausmann disclaims beneficial
ownership of such shares.
(3) Includes 56,000 shares of Common Stock held by an entity controlled
by Mr. Bloch. Mr. Bloch disclaims beneficial ownership of such
shares.
(4) Includes 59,094 shares of Common Stock held by an entity controlled
by Mr. Klingberg. Mr. Klingberg disclaims beneficial ownership of
such shares.
(5) Includes 144,154 shares of Common Stock held by an entity
controlled by Mr. Cohen. Mr. Cohen disclaims beneficial ownership
of such shares.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
On October 1994, the Company purchased the La Fortuna I Mining
Concession from Inversiones Megold C.A. for a total purchase price of
$2,000,000. The Company has paid the purchase price by paying Inversiones Megold
C.A. approximately $110,000 in cash and issuing approximately 1,721,053 shares
of Common Stock
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<PAGE>
to Inversiones Megold C.A. Inversiones Megold C.A. has transferred 1,300,000
shares of such Common Stock to Noga Corporation, a five percent stockholder of
the Company.
From time to time certain officers and directors of the Company
have purchased Common Stock from the Company in Foreign Private Placements. In
1996, no officer or director paid $60,000 or more for such Common Stock.
In December 1996, Henry Bloch, an officer and director of the
Company received 100,000 shares of Common Stock in consideration of certain
consulting services.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Caracas, Country of
Venezuela on the 30th day of April, 1997.
AMERICANA GOLD & DIAMOND HOLDINGS,
INC.
By: /s/ Jose Pereira
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Jose Pereira, Vice President of
Strategic Planning and General
Manager
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