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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT TO
FORM 10-KSB
ANNUAL REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
For the fiscal year ended Commission File Number
June 30, 1998 0-15379
POWER-CELL, INC.
(Exact name of Registrant as specified in its charter)
Colorado 84-1029701
State of Incorporation IRS Employer Identification Number
660 Preston Forest Center, Box 200
Dallas, Texas 75230
(Address and telephone number of principal executive offices)
214/373-1887
(Registrant's telephone number including area code)
Securities registered pursuant to Section 12(b) or 12(g) of the Act:
$.0001 par value common stock
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months and (2) has been subject to filing
requirements for the past 90 days.
Yes X No
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The aggregate market value of the voting stock held by non-affiliates of the
Registrant is approximately $342,000. This calculation is based upon the
average of the bid and asked prices of the Registrant's Common Stock on June
30, 1998.
The number of shares of the Registrant's $.0001 par value Common Stock
outstanding as of April 7, 1998, was 6,419,540.
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1. The information set forth in Item 1, Section (a) ("General Development
of Business") of the Form 10-KSB is hereby amended by deleting the
last paragraph and replacing it in its entirety with the following
paragraph:
"Around March 1997, the Company was informed that all
activities and operations of Reserve Battery Cell, L.P. had
ceased due to lack of funding. As a result, at such time, for all
practical purposes the operations of the Company ceased."
2. The information set forth in Item 2 ("Properties") of the Form 10-KSB
is hereby amended by deleting the current paragraph and replacing it
in its entirety with the following paragraph:
"The Company has a nominal amount of a office space,
which is located at the residence of James C. Rambin. Mr. Rambin
provides such space on an informal basis and free of charge.
There are no other offices or properties of the Company."
3. The information set forth in Item 4 ("Submission of Matters to Vote of
Security Holders") of the Form 10-KSB is hereby amended and
supplemented by adding the following to the end of text therein:
"The results of the vote of the shareholders at the meeting
are set forth below with respect to the proposals presented:
(i) Removal of Howard L. Farkas as a director of the
Company: Shares of the Company's Common Stock with
respect to such removal were voted as follows: the
number of votes cast for his removal was 3,800,801,
the number of votes cast against his removal was
4,900, and the number of votes abstaining was
10,355.
(ii) Removal of Burton W. Kanter as a director of the
Company: Shares of the Company's Common Stock with
respect to such removal were voted as follows: the
number of votes cast for his removal was 3,801,351,
the number of votes cast against his removal was
4,550, and the number of votes abstaining was
10,155.
(iii) Messrs. Gill and Newton were the nominees to fill
the vacancies of Messrs. Farkas and Kanter. Shares
of the Company's Common Stock were voted as
follows: with respect to Mr. Gill, the number of
votes cast for his election was 3,801,976, the
number of votes cast against his election was
3,925, and the number of votes abstaining was
10,155; with respect to Mr. Newton, the number of
votes cast for his election was
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3,800,806, the number of votes cast against his
election was 4,845, and the number of votes
abstaining was 10,405.
(iv) Mr. Rambin was nominated for re-election to the
Board of Directors. Shares of the Company's Common
Stock were voted as follows: the number of votes
cast for his election was 3,777,226, the number of
votes cast against his election was 28,665, and the
number of votes abstaining was 8,065."
4. The information set forth in Item 6 ("Management's Discussion and
Analysis of Financial Condition and Results of Operations, Liquidity
and Capital Resources") of the Form 10-KSB is hereby amended and
supplemented by deleting the last paragraph appearing before "Results
of Operations" and replacing it in its entirety with the following:
"Plan of Operation
When the activities and operations of Reserve
Battery Cell, L.P., ceased in the spring of 1997, at such
time, for all practical purposes, the operations of the
Company ceased. The Company has had virtually no revenue from
operations for the last two fiscal years. After reviewing the
Company's prospects, management believed that it would be
possible to develop a strategy for the Company to enter into
a business combination with a privately held company as a
reasonable alternative for such company to the more
traditional initial public offering or, "IPO", and would
provide the shareholders of the Company a reasonable
opportunity to recover some value on their investment. The
Company also considered raising capital by means of a public
or private debt or equity offering in order to continue
operations. However, such alternative did not appear feasible
on the basis that the Company has virtually no assets or
resources.
The Company believes that it is an attractive
business partner for an entity seeking a strategic
combination with a publicly-held company. Company management
and the Board of Directors believe that such a combination
will serve the interests of the Company's shareholders better
than a liquidation of the Company. The Company's plan of
operation for the next twelve months is to continue to seek a
business combination that may benefit the Company's
shareholders. Foreseeable cash requirements relating to
maintenance of the Company in good standing and expenses
associated with receiving and investigating a potential
business combination will be met by personal funds advanced
from Mr. Rambin. Because the Company has no revenues or cash
resources, management anticipates that to achieve any such
combination, the Company plans to issue shares of Company
Common Stock as the sole consideration for such combination.
However, the consummation of any such combination may require
the Company to obtain debt or equity financing. The Company
has no current plan to obtain additional financing
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and no assurance can be given that such financing will be
available to enter into a particular business combination."
5. The information in Item 10 ("Executive Compensation") is hereby
amended by deleting the paragraph therein and replacing it in its
entirety with the following paragraph:
"During the fiscal year ended June 30, 1998, no
officer or director of the Company received any compensation
for their services as such. However, in fiscal 1998, Mr.
Rambin requested a bonus of approximately $607,000 for
services rendered as President of the Company. The Board of
Directors approved such request on the condition that such
bonus would be payable by the Company only if Mr. Rambin was
able to successfully negotiate the payment of the bonus, or a
portion thereof, in the context of a business combination
with another company, including, without limitation, by way
of an acquisition of the Company or a merger with the
Company."
SIGNATURE
In accordance with Section 13 or 15(d) of the Exchange Act, the
Company caused this amendment to report to be signed on its behalf by the
undersigned, thereunto duly authorized.
POWER-CELL, INC.
(Registrant)
By: /s/ James C. Rambin
--------------------------------
James C. Rambin, President &
Chief Executive Officer
Date: July 21, 1999
--------------------------------
In accordance with the Exchange Act, this amendment to report has been
signed below by the following persons on behalf of the registrant and in the
capacities on the dates indicated.
By: /s/ James C. Rambin
--------------------------------
James C. Rambin, President &
Chief Executive Officer, Director
Date: July 21, 1999
--------------------------------
By: /s/ Brewer Newton
--------------------------------
Brewer Newton, Director
Date: July 21, 1999
--------------------------------
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INDEX TO EXHIBITS
EXHIBIT NUMBER EXHIBIT
3.1.1 (1) Articles of Incorporation and Amendment to Articles of
Incorporation
3.1.2 (2) Articles of Amendment to Articles of Incorporation
3.2 (3) Bylaws
(1) Incorporated herein by reference to Exhibit 3(a) in the Company's
Registration Statement on Form S-18 filed on August 8, 1986 with the
Securities and Exchange Commission.
(2) Filed herewith.
(3) Incorporated herein by reference to Exhibit 3(b) in the Company's
Registration Statement in Form S-18 filed on August 8, 1986 with the
Securities and Exchange Commission.
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EXHIBIT 3.1.2
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
MAGELLAN CORPORATION
Pursuant to the provisions of the Colorado Corporation Code, Magellan
Corporation adopts the following Articles of Amendment to its Articles of
Incorporation:
FIRST: The name of the Corporation is Magellan Corporation.
SECOND: The following Amendment to the Articles of Incorporation of
the Corporation was adopted by resolution of the shareholders at a meeting duly
held on June 1, 1987 in the manner prescribed by the Colorado Corporation Code:
ARTICLE I of the Articles of Incorporation of the Corporation is
hereby repealed and amended by substitution of the following:
ARTICLE I NAME
1.1 The name of the Corporation is: Power-Cell, Inc.
THIRD: The number of shares voted for the Amendment to Article I was
sufficient for approval.
FIFTH: The Amendment does not provide for an exchange, reclassification
or cancellation of issued shares.
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SIXTH: The Amendment does not effect a change in the amount of stated
capital.
DATED: February 18, 1988
MAGELLAN CORPORATION
By: /s/ Darrel McCullough
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Darrel McCullough, President
ATTEST:
/s/ Carylyn K. Bell
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Carylyn K. Bell, Secretary
State of Colorado )
) ss.
City and County of Denver )
I, Gloria C. Mowery , a notary public in the aforesaid county and
state, certify that Darrel McCullough and Carylyn K. Bell were personally known
to me to be the persons whose names are subscribed to the foregoing Amendment
to the Articles of Incorporation of Magellan Corporation, and appeared before
me this date in person and acknowledged that they signed, sealed and delivered
said instrument in writing as their true and voluntary act and deed for the
purposes and uses therein set forth.
GIVEN under my hand and seal this 18th day of February, 1988.
[Seal]
/s/ Gloria C. Mowery
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Notary Public
My commission expires: 12-2-90
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