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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
AMENDMENT TO
ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Year Ended December 31, 1996
ZAXIS INTERNATIONAL INC.
(Name of Small Business Issuer In Its Charter)
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Delaware 0-15476 68-0080601
(State of Incorporation) (Commission File Number) (IRS Employer Identification No.)
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1890 Georgetown Road, Hudson, Ohio 44236
(Address of principal executive office)
(216) 650-0444
(Issuer's telephone number, including area code)
Securities registered under Section 12(b) of the Exchange Act: None.
Securities registered under Section 12(g) of the Exchange Act: Common Stock,
$.01 par value.
Check whether the registrant (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months and (2) has
been subject to such filings 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 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/A or any
further amendment to Form 10-KSB. [X]
Issuer's revenues for its most recent fiscal year: $450,566
The aggregate market value of the voting stock held by non-affiliates was
$13,661,000 based on the average of the bid and asked prices on April 7, 1997
($3.3125). Officers and directors are considered affiliates for purposes of this
calculation. The bid and asked prices are based on a small volume of infrequent
trading in the stock, as 90% of the shares are restricted as to transfer.
As of April 7, 1997, there were 5,444,437 shares of common stock outstanding.
Transitional Small Business Disclosure Format. Yes [X] No [ ]
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PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS, COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT
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Name, Age and Positions
With the Company Occupation and Other Information
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Conaly Bedell, 60, Mr. Bedell was elected Chairman in February 1997 and is President
Chairman of the Board of Bedell Corporation, a business consulting firm, and was
president and a Director of The InferGene Company from 1990 to
1995.
Leonard A. Duval, 75, Mr. Duval served as Chairman of Zaxis International Inc. (the
Director "Company") and Zaxis Inc. ("Zaxis") fom August 1995 to February
1997 and has been a Director of Zaxis since 1990. During the past
five years, Mr. Duval has also been Chairman of the Board of a
privately held company engaged in resource recovery from steel
by-products.
Craig Jones, 42, Mr. Jones was elected to the Board in February 1997 and is
Director Chairman of Fraser Range Granite NL and of Sensational
Foods/Sushi King. He is also a Director of MML Management Ltd.,
an Australian based manager of mutual funds.
Alan Scott, 49, Mr. Scott was elected to the Board in February 1997 and has been
Director Managing Director and Chairman of the Board of Progen Industries
Ltd., of Darra, Queensland, Australia, a producer of medical
research products, since 1994. Prior to that he served as
Financial Director and Board member of Progen. Mr. Scott is also
Managing Director of MML Management Ltd.
Calvin D. Wible, 69, Mr. Wible has been a Director of the Company since August 1995
Director and has been a Director of Zaxis since 1993. Mr. Wible was
formerly owner of automobile dealerships in Medina, Ohio, and has
served as a director and trustee on corporate and civic boards.
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EXECUTIVE OFFICERS
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John V. Danis, 53, Mr. Danis has been President of the Company and Zaxis since
President January 1997 and was Vice President of Finance from October 1995
to January 1997. Prior to that, Mr. Danis was Corporate
Controller of General Computer Corporation, a publicly held data
communication and processing company for health care
organizations.
Gregory S. Bambeck, Ph.D., Dr. Bambeck has been Executive Vice President of the Company and
47, Executive Vice President of Zaxis since August 1995 and of Zaxis since December 1990.
Research and Development
Melvin Weisblatt, 55, Mr. Weisblatt has been Vice President of Sales and Marketing
Vice President of Sales and since July 1996. Prior to that, he was Executive Vice President
Marketing of Amersham Inc. from 1993 and of United States Biochemical
Corporation from 1978 to 1993.
SIGNIFICANT EMPLOYEES
Heinz A. Rode, 64, Mr. Rode has been in charge of production for Zaxis since July
Manufacturing Director 1996 and was Manager of Process Engineering from February 1995 to
July 1996. Prior to that, Mr. Rode held executive positions in
the steel industry in operations and engineering.
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ITEM 10. EXECUTIVE COMPENSATION
The following table sets forth compensation paid to Charles E. Leffler, the
Company's president during 1996 who resigned in January 1997. No other executive
officer received compensation during 1996 which exceeded $100,000.
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NAME AND POSITION YEAR SALARY
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Charles E. Leffler, President 1996 $75,000
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There were no bonuses, other compensation or long-term compensation awards or
payouts in 1996.
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ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sers forth asof April 28, 1996, the number of shares of
Common Stock owned by each Director and by all Directors and executive officers
of the Company as a group, and the persons or groups of persons known to the
Company to be the beneficial owners of more than 5% of the Common Stock of the
Company.
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Name and Address Amount and Nature of Percentage
of Beneficial Owner Beneficial Ownership Ownership
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Leonard A. Duval 512,694 8.9%
207 Harmon Road
Aurora, Ohio 44202
Calvin D. Wible 227,803 3.7%
441 Crestwood Lane
Naples, Florida 33962
Gregory S. Bambeck 366,096 6.3%
Zaxis International Inc.
18.9%
All Directors and Executive Officers
as a Group
(Eight Persons)
Patricia Gesinski 551,926 9.5%
2692 Woodward Road
Cuyahoga Falls, Ohio 44221
Progen Industries Ltd. 351,904 6.1%
2806 Ipswich Road
Darra Qld 4076, Australia
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ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Date: April 29, 1997 Zaxis International, Inc.
By: /s/John V. Danis
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John V. Danis, President and Chief
Executive Officer
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