U.S SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-KSB
(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 April 30, 1997
[ ] Transition report under Section 13 or 15 (d) of the Securities Exchange
Act of 1934 (No fee required)
For the transition period from to
Commission file number 33-10894
FORME CAPITAL, INC.
(Name of Small Business Issuer in Its Charter)
DELAWARE 75-2180652
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
17770 Preston Road, Dallas, Texas 75252
(Address of Principal Executive Offices) (Zip Code)
(972) 733-3005
(Issuer's Telephone Number, Including Area Code)
Securities registered under Section 12(b) of the Exchange Act:
Name of Each Exchange
Title of Each Class on Which Registered
None None
Securities registered under Section 12(g) of the Exchange Act:
None
(Title of Class)
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 past 90 days.
[x] Yes [ ] 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 a definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [x]
Issuer's revenues for its most recent fiscal year is $80,000.
As of July 13, 1997 the aggregate market value of the voting stock held by non-
affiliates was $24,716.
The number of shares outstanding of the Registrant's common stock $0.001 par
value was 11,500,000 at July 18, 1997.
Documents Incorporated by Reference.
Registration Statement filed on April 10, 1987, File No. 33-10894.
PART 1
Item 1. Business
Forme Capital, Inc. (Registrant) was incorporated in Delaware on December
2, 1986, as a wholly owned subsidiary of Alexander Mark Investments (USA), Inc.
("AMI"), and on April 10, 1987 all Registrant's issued shares were distributed
to AMI stockholders. Prior to 1989, Registrants only activity was the creation
and spinning off to its stockholders of six blind pool companies. Registrant is
a real estate investment and management company.
Item 2. Properties
Registrant owns offices at 17770 Preston Road, Dallas, Texas 75252 which it
leases to Camelot.
Item 3. Legal Proceedings
No legal proceedings to which the Registrant is a party is subject or
pending and no such proceedings are known by the Registrant to be contemplated.
There are no proceedings to which any director, officer or affiliate of the
Registrant, or any owner of record (or beneficiary) of more than 5% of any
class of voting securities of the Registrant is a party adverse to the
Registrant.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to security holders during the last quarter of
the fiscal year.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters
Registrant's common stock is traded over-the-counter on the OTC Bulletin
Board under the designation FRMC, and the market for the stock has been
relatively inactive. The range of high and low bid quotations for the quarters
of the last three years are listed below. The quotations are taken from the
"pink sheets" of the National Quotation Bureau and the OTC Bulletin Board. They
reflect inter-dealer prices, without retail mark-up, mark-down or commission,
and may not necessarily represent actual transactions.
<TABLE>
<S> <C> <C> <C>
Quarter Ending Low Bid High Bid
July 31, 1995 0.02000 0.20
October 31, 1995 0.015625 0.20
January 31, 1996 0.015625 0.20
April 30, 1996 0.02000 0.20
July 31, 1996 0.015625 0.25
October 31, 1996 0.015625 0.20
January 31, 1997 0.015625 0.20
April 30, 1997 0.015625 0.20
</TABLE>
As of July 18, 1997, there were approximately 1,036 shareholders on record
of Registrant's common stock, including the shares held in street name by
brokerage firms.
Registrant has not paid dividends on its common stock and does not
anticipate paying such dividends in the foreseeable future.
Registrant has 100,000,000 shares of Preferred Stock authorized. 21,495
shares of 10% Non-Cumulative Preferred Stock, Series A have been issued in lieu
of an outstanding debt. On June 11, 1990, Registrant issued 50,000 shares of
10% Non-Cumulative Preferred Stock, Series B, in a private placement with its
then principle stockholder.
On January 31, 1991 formal control of the company changed from Zara
Wettreich, Separate Property to Camelot Corporation. On September 10, 1993,
formal control of the Company reverted back to Zara Wettreich, Separate Property
from Camelot Corporation. The shares were purchased for 50% of the bid price of
the shares.
On September 10, 1993, the Company issued 466,571 shares of 10% Non-
Cumulative, Preferred Stock, Series C in exchange for two office buildings with
a book value of $466,571.
Item 6. Management's Discussion and Analysis of Financial Condition and
Results of Operations
1997
Revenues stayed approximately the same this fiscal year at $80,000 as
compared to $82,490 last year. The minor difference being the remainder of
residential rental properties no longer owned. The Registrant presently owns
commercial rental property and has no current plans to alter its structure.
1996
Revenues decreased from $82,490 as compared to $154,097 for the previous
year, a decrease of 46%. Costs and expenses decreased to $86,309 from $248,224.
The decrease primarily resulted from the decrease in the number of rental
properties and the related upkeep and expenses. The last of the residential
property foreclosures occurred resulting in the office property as the sole
rental property. The final foreclosures resulted in a gain of $100,000.
Liquidity and Capital Resources
Registrant has met its shortfall of funds from operations during prior
periods by borrowing from its Directors and companies or persons affiliated with
its Directors. In the absence of other financial resources, future cash
requirements will continue to be met through funds provided by the Directors
and/or the raising of equity capital or loans.
The Registrant's present needs for liquidity principally relates to its
real estate operations, and its obligations for its SEC reporting requirements.
The Registrant has limited liquid assets available for its continuing needs.
The Company believes cash flow from operations will satisfy operation
expenditure needs for the year ending April 30, 1998.
Item 7. Consolidated Financial Statements
FORME CAPITAL, INC.
Index to Consolidated Financial Statements
Independent Auditor's Report F-1
Consolidated Balance Sheet F-2 to F-3
Consolidated Statements of Operations F-4
Consolidated Statements of Changes in Stockholders' Equity F-5
Consolidated Statements of Cash Flows F-6 to F-7
Notes to Consolidated Financial Statements F-8 to F-13
<PAGE>
Larry O'Donnell, CPA, P.C.
Telephone 745-4545
2280 South Xanadu Way
Suite 370
Aurora, Colorado 80014
Independent Auditor's Report
Board of Directors and Stockholders
Forme Capital, Inc. and Subsidiaries
I have audited the accompanying consolidated balance sheet of Forme Capital,
Inc. and Subsidiaries as of April 30, 1997 and the related consolidated
statements of operations, changes in stockholders' equity and cash flows for the
years ended April 30, 1997 and 1996. These financial statements are the
responsibility of the Company's management. My responsibility is to express an
opinion on these financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I 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.
I believe my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the consolidated financial position of Forme Capital, Inc.
and Subsidiaries as of April 30, 1997 and the consolidated results of their
operations and their consolidated cash flows for the years ended April 30, 1997
and 1996, in conformity with generally accepted accounting principles.
Larry O'Donnell, CPA, P.C.
July 23, 1997
F-1
<PAGE>
FORME CAPITAL, INC. AND SUBSIDIARIES
Consolidated Balance Sheet
April 30, 1997
<TABLE>
Assets
<S> <C>
Current Assets
Cash and cash equivalents $ 20,191
Prepaid expenses and other 1,247
Total Current Assets 21,438
Property and equipment, at cost
Land 21,200
Building and improvements 241,350
262,550
Less accumulated depreciation 33,551
228,999
Available for sale securities, including
allowances for change in market value
of $398,600 195,453
$445,890
=======
</TABLE>
See Notes to Financial Statements
F-2
<PAGE>
FORME CAPITAL, INC. AND SUBSIDIARIES
Consolidated Balance Sheet ( Continued)
April 30, 1997
<TABLE>
<S> <C>
Liabilities and Stockholders' Equity
Current liabilities
Notes payable - related parties $390,000
Accounts payable 478
Accounts payable - related parties 4,000
Accrued expenses 6,200
Security deposits held 10,000
Total Current liabilities 410,678
Long-term debt 100,000
Stockholders' equity
Preferred stock, $.01 par value,
100,000,000 shares authorized;
Issued and outstanding:
21,495 shares of Series A 215
50,000 shares of Series B 500
466,571 Shares of Series C 4,666
Common stock, $.001 par value, 25,000,000
shares authorized 11,500,000 shares,
issued and outstanding 11,500
Capital in excess of par value 435,762
Unrealized loss on securities available
for sale (398,600)
Accumulated deficit (118,831)
(64,788)
$445,890
=======
</TABLE>
See Notes to Financial Statements
F-3
<PAGE>
FORME CAPITAL, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
Years ended April 30, 1997 and 1996
<TABLE>
<S> <C> <C>
1997 1996
Revenues
Rental income $ 80,000 $ 82,490
Costs and expenses
Rental and administrative 31,629 38,660
Depreciation 7,782 7,782
Interest 39,370 39,867
78,781 86,309
Income (loss) from operations 1,219 (3,819)
Interest income 1,370 13,324
Income before extraordinary
item and income taxes 2,589 9,505
Income tax benefit __ 25,000
Income before extraordinary item 2,589 34,505
Extraordinary item-gain on extin
guishment of debt, net of income
tax effect of $25,000 _________ 75,762
Net income 2,589 110,267
Dividends on preferred stock (46,657) (46,657)
Net income attributable
to common stockholders $ (44,068) $ 63,610
======== =========
Earnings per common share:
Income before extraordinary
item $ (.00) $ .00
Extraordinary item ___ .01
Net income $ (.00) $ .01
======== =========
Weighted average common shares
outstanding 11,500,000 11,500,000
=========== ==========
</TABLE>
See Notes to Financial Statements
F-4
<PAGE>
FORME CAPITAL, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Years ended April 30, 1997 and 1996
<TABLE>
<S> <C> <C>
1997 1996
Cash Flows From Operating Activities
Net income $ 2,590 $110,267
Adjustments to reconcile net loss
to net cash from operating
activities:
Depreciation 7,781 7,781
Gain on foreclosure of property - (100,762)
Change in assets and liabilities:
(Increase) decrease in:
Prepaid expenses and deposits 164 2,608
Increase (decrease) in:
Accounts payable and accrued
expenses (18,811) (7,772)
Security deposits held (3,885)
Net Cash Provided (Used) by Operating
Activities (8,276) 8,237
Cash Flows From Investing Activities
Purchase of marketable securities (144,053)
Repayment on notes receivable _______ 236,000
Net Cash Used by Financing Activities _______ 91,947
Cash Flows From Financing Activities
Dividends paid to preferred shareholder (46,657) (46,657)
Net Cash Used by Financing Activities (46,657) (46,657)
Net Increase (Decrease) in Cash (54,933) 53,527
Cash, Beginning 75,124 21,597
Cash, Ending $ 20,191 $ 75,124
======== ========
</TABLE>
See Notes to Financial Statements
F-6
<PAGE>
FORME CAPITAL, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows (Continued)
Years ended April 30, 1997 and 1996
<TABLE>
<S> <C> <C>
Supplemental disclosures of cash flow
information
Cash paid during the year for:
Interest $39,370 $39,867
Income taxes
- - -
</TABLE>
Noncash Investing and Financing Activities:
Foreclosure of property reduced mortgage debt by $614,673 and reduced
property net
value by $513,911 in the year ended April 30, 1996.
Marketable securities were acquired for a note receivable for $450,000 in
the year ended April 30, 1996.
See Notes to Financial Statements
F-7
<PAGE>
FORME CAPITAL, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 1 - GENERAL AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Business Activity
Forme Capital, Inc. (Forme or the Company) was incorporated as a Delaware
corporation in 1986. Through September 10, 1993, Camelot Corporation (Camelot),
a company affiliated with the Registrant's president, owned 80% of the Company's
outstanding common shares. In September 1993, Camelot sold all of its
restricted common shares of Forme to a related party. The Company leases
commercial office rental real estate in Dallas, Texas.
Principles of Consolidation
The consolidated financial statements include the accounts of Forme and its
subsidiaries. Significant intercompany accounts and transactions have been
eliminated.
Property and Equipment
Property and equipment are carried at cost. Major additions and
betterments are capitalized while replacements and maintenance and repairs that
do not improve or extend the life of the respective assets are expenses. When
property is retired or otherwise disposed of, the related costs and accumulated
depreciation and amortization are removed from the accounts and any gain or loss
is reflected in operations.
Depreciation and amortization of property and equipment are calculated on
the straight-line method over the following estimated useful lives of 27.5 -
31.5 years.
Earnings Per Share
Earnings per common share is computed on the basis of the weighted average
number of common shares outstanding during the respective periods. Stock
options are antidilutive and are not included in the weighed average common
shares as common stock equivalents.
Investments
The Company's marketable securities are classified as available for sale.
Securities classified as available for sale are carried in the financial
statements at fair value unless they are restricted from trade. Restricted
securities are carried at the lower of cost or fair value. Realized gains and
losses, determined using the first-in, first-out method, are included in
earnings; unrealized holding gains and losses are reported as a separate
component of stockholders' equity.
F-8
<PAGE>
FORME CAPITAL, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
Note 1 - GENERAL AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Statement of Cash Flows
For purposes of reporting cash flows, the Company considers cash and money
market accounts to be cash equivalents.
Revenue Recognition
Revenue consists of rental income and security deposit forfeitures. Rental
income and security deposit forfeitures are recognized as they are earned.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect 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.
Note 2 - NOTES RECEIVABLE AND INVESTMENT IN CAMELOT
The Company had loaned a total of $686,000 to Camelot secured by
receivables and all of the unpledged assets of Camelot. The notes bore interest
at 8% and were due on demand. Approximately $13,000 is included in interest
income for the year ended April 30, 1996. The Company received payments
totaling $236,000 during the year ended April 30, 1996, also during the year
ended April 30, 1996, the Company acquired 600,000 shares of Camelot in
exchange for the remaining $450,000.
Note 3 - INVESTMENTS IN MARKETABLE EQUITY SECURITIES
Unrealized gains and losses of marketable securities available for sale as
of April 30, 1997 are as follows:
Gross unrealized
Gains Losses
Camelot
$398,600
The Company's investment in Camelot stock is restricted and therefore not
available to be traded. The investment is carried at the lower of cost or fair
value.
F-9
<PAGE>
FORME CAPITAL, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
NOTE 4 - MORTGAGES
During the year ended April 30, 1995, management determined that certain
rental properties were not being operated profitably. Also, the net realizable
value of those properties would be less than the mortgages against them. As a
result, the Company ceased making its mortgage payments on those properties and
allowed the mortgagors to foreclose on the properties.
During the year ended April 30, 1995, one property had gone through
foreclosure proceedings. The Company has recognized a gain of $4,575 as a
result of the foreclosure. During the year ended April 30, 1996, the remaining
properties had gone through foreclosure proceedings. A gain of approximately
$100,000 has been recognized.
NOTE 5 - NOTES PAYABLE AND LONG-TERM DEBT
Notes payable consist of the following at April 30, 1997 :
Note payable to the brother of the President, due on demand,
interest only, at 8%, payable monthly, secured by second lien
on 17770 Preston Road, Dallas, Texas, security interest in all assets.
$390,000
Note payable to the father of the President, due April 11, 2014,
interest only, at 8%, payable monthly, secured by Deed of Trust
on 17770 Preston Road, Dallas, Texas. 100,000
490,000
Less current portion 390,000
$100,000
=======
Approximately $39,370 and $40,000 is included in interest expense for related
interest on the above notes for the years ended April 30, 1997, and 1996,
respectively.
F-10
<PAGE>
FORME CAPITAL, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
NOTE 6 - INCOME TAXES
The Company and its wholly-owned subsidiaries file consolidated Federal
income tax returns. The Company has no current state or federal income tax
expense for the years ended April 30, 1997 and 1996.
The Company adopted the Statement of Financial Accounting No. 109,
"Accounting for Income Taxes". Under the asset and liability approach specified
by SFAS No. 109, deferred tax assets and liabilities are determined based on the
difference between financial statement and tax bases of assets and liabilities
as measured by the currently enacted tax rates. Deferred tax expense or benefit
is the result of the changes in deferred tax assets and liabilities.
Deferred income taxes arise from the temporary differences between financial
statement and income tax recognition of net operating losses and unrealized
gains and losses of marketable securities.
The components of deferred taxes in the accompanying balance sheets are
summarized below:
<TABLE>
<S> <C>
Deferred tax assets arising from:
Net operating loss carryover $ 30,000
Unrealized loss on securities 100,000
Less valuation allowance (130,000)
Deferred taxes - net $ -
=====
</TABLE>
At April 30, 1997 the Company has approximately $120,000 of unused Federal
net operating loss carryforwards, which expire in years 2003 through 2009.
During the year ended April 30, 1996, the Company utilized a portion of its
net operating loss carryover recognizing a benefit of $25,000. The entire
benefit has been offset by the income tax effect of the extraordinary item.
F-11
<PAGE>
FORME CAPITAL, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
NOTE 7 - STOCKHOLDERS' EQUITY
The Company has designated three classes of preferred stock. The first
class, designated as Series A, 10% Non-cumulative Preferred Stock, has 21,495
shares outstanding. The second class, designated as series B, 10 % Non-
cumulative preferred Stock, has 50,000 shares outstanding. The third class
designated as Series C, 10% Non-cumulative Preferred Stock has 466,571 shares
outstanding. Each series has a stated par value of $.01 per share, has no
voting rights, pay dividends at the discretion of the board of directors, and
has priority for payment upon dissolution of the Company over the common stock.
All shares are held by Camelot Corporation.
On December 13, 1993 the Company issued stock options of 2,000,000 shares
of its common stock to the President of the Company expiring ten years from the
date of grant at an exercise price of $0.15625. Stock options outstanding as of
April 30, 1997 were 2,000,000.
NOTE 8 - RELATED PARTY TRANSACTIONS
The president of the Company received a directors fee of $10,000 during the
year ended April 30, 1997. A company affiliated with the president of the
Company provided the Company with management and other services valued at
$20,000 for the year ended April 30, 1996. These fees were paid in cash and are
included in general and administrative expense. The President and Corporate
Secretary of the Company are employees of the affiliate and receive no
compensation from the Company.
The Company leases a 10,000 square foot office building to Camelot under a
five year lease at $6,667 per month beginning September 10, 1993 through
September 10, 1998. Rental income was approximately $80,000 for each of the
years ended April 30, 1997 and 1996, 100% and 97%, respectively, of the
Company's rental income. The lease includes the following terms and conditions:
1. The Company has an option to buy Camelot's furniture and equipment located
on the
premises at Camelot's book value during the term of the lease.
2. The Company has a ten-year option to purchase 2,000,000 restricted common
shares of
Camelot at an exercise price of $0.625 which includes piggyback rights.
3. Rental payments automatically increase to 150% of prevailing market rates
at the time
Mr. Wettreich ceases to be a director of Camelot.
F-12
<PAGE>
FORME CAPITAL, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
NOTE 8 - RELATED PARTY TRANSACTIONS (Continued)
The Company paid $46,657 for each of the years ended April 30, 1997 and
1996 in preferred stock dividends to Camelot.
The Company paid approximately $40,000 for each of the years ended April
30,1997 and 1996 in interest on related party notes payable.
F-13
Item 8. Disagreements on Accounting and Financial Disclosure
There were no disagreements with the Accountants on any accounting issues or
financial disclosure.
PART III
Item 9. Directors and Executive Officers of the Registrant
The following persons serve as Directors and/or Officers of the Registrant:
<TABLE>
<S> <C> <C> <C> <C>
Name Age Position Period Served Term Expires
Daniel Wettreich 45 President, December 1986 Next Annual
Treasurer, Meeting
Director
Jeanette
Fitzgerald 36 Director, January 1991 Next
Secretary Annual
Meeting
</TABLE>
Daniel Wettreich
Daniel Wettreich is Chairman, President and Director of the Company since
December 1986. He is also a Director and Officer of all its subsidiaries.
Since September 1988, he has been the Chief Executive Officer, President and
Director of Camelot Corporation<F1>, a NASDAQ listed public company in CD-ROM
software. Since 1981, he has been the President and Director of Wettreich
Financial Consultants, Inc., a financial consulting company. Additionally, he
currently holds directors positions in the following public companies Alexander
Mark Investments (USA), Inc., Adina, Inc., Malex, Inc., and Tussik, Inc.,
which are dormant companies seeking merger opportunities. In July 1993, he was
appointed a Director of Goldstar Video Corporation<F2>following an investment by
Camelot. Mr. Wettreich has a Bachelor of Arts in Business Administration from
the University of Westminister, London, England.
Jeanette P. Fitzgerald
Jeanette Fitzgerald is the Secretary and a Director since January 1991.
She is also a director and secretary of the Company's subsidiaries. She is a
member of the State Bar of Texas and the Business Law and Oil, Gas and Mineral
Law sections. She is also the Corporate Secretary and Director of Wettreich
Financial Consultants, Inc. She is also Vice President and General Counsel and a
Director of Camelot Corporation<F1>. Further, she is a Director of Tussik, Inc.,
Malex, Inc., Adina, Inc., and Alexander Mark Investments (USA), Inc., which are
public companies. In July 1993, she was appointed a Director of Goldstar Video
Corporation<F2> following an investment by Camelot. She graduated from Texas
Tech University School of Law receiving both a Doctorate of Jurisprudence and a
Masters of Business Administration in May 1986. Previous to that, she graduated
from the University of Michigan with a Bachelors of Business Administration in
December 1982.
[FN]
(1) A subsidiary of Camelot Corporation, Camelot Entertainment filed Chapter 7
liquidation in January, 1995.
(2) Goldstar Video Corporation filed for protection from creditors pursuant to
Chapter 11 in October, 1993, and has converted to a liquidation proceeding.
[/FN]
Item 10. Executive Compensation
The following table lists all cash compensation paid to Registrant's
executive officers as a group for services rendered in all capacities during the
fiscal year ended April 30, 1995. No individual officer received compensation
exceeding $100,000; no bonuses were granted to any officer, nor was any
compensation deferred.
SUMMARY COMPENSATION TABLE
<TABLE>
<S> <C> <C> <C> <C>
Annual CompensationLong-Term Compen
sation
AwardsPayouts
Restr
Name and Pri Other An icted Optio LTIP All Oth
ncipal Year Salar Bonu nual Stock ns/ Payo er
Position y s Compensa Award SARs uts Compens
tion (s) ation
Daniel - - - - - - $
Wettreich 1997 - - - - - - 0.00
Chairman and 1996 - - - - - -
CEO (1) 1995 0.00
-
Jeanette P. - - - - - - $
Fitzgerald 1997 - - - - - - 0.00
Vice 1996 - - - - - - $
President, 1995 0.00
General
Counsel and -
Secretary (1)
</TABLE>
Directors of the Registrant receive no salary for their services as such,
but are reimbursed for reasonable expenses incurred in attending meetings of the
Board of Directors.
Registrant has no compensatory plans or arrangements whereby any executive
officer would receive payments from the Registrant or a third party upon his
resignation, retirement or termination of employment, or from a change in
control of Registrant or a change in the officer's responsibilities following a
change in control.
Item 11. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth as of July 18, 1997 information known to the
management of the Company concerning the beneficial ownership of Common Stock by
(a) each person who is known by the Company to be the beneficial owner of more
than five percent of the shares of Common Stock outstanding, (b) each director
at that time, of the Company (including subsidiaries) owning Common Stock, and
(c) all directors and officers of the Company (including subsidiaries) as a
group (2 persons).
<TABLE>
<S> <C> <C>
Name and Address of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class
Daniel Wettreich 12,250,000 <F1><F2> 90.7%
17770 Preston Road
Dallas, Texas 75252
Jeanette P. Fitzgerald 14,201 0%
17770 Preston Road
Dallas, Texas 75252
All Officers and Directors 12,264,201 <F1><F2> 90.8%
as a group (2 persons)
Zara Wettreich, Separate
Property 10,250,000 75.9%
17770 Preston Road
Dallas, Texas 75252
</TABLE>
[FN]
(1) 10,250,000 of these shares are in the name of Zara Wettreich,
Separate Property. Mr. Wettreich has disclaimed any beneficial
interest in the shares owned by his wife.
(2) Includes an option to purchase 2,000,000 shares granted to Daniel
Wettreich, which option is not exercised.
[/FN]
Item 12. Certain Relationships and Related Transactions
Registrant is the former parent company of Malex, Inc. and Adina, Inc., and
has agreed with the Wettreich Heritage Trust an affiliate of the President that
upon any disposition of control (i.e. 50%) of the stock held by the Trust in
Malex and Adina, that the Trust will repay 200% of Registrant's out-of-pocket
costs incurred in effecting the distribution of those companies, not to exceed
the cash consideration received by the Trust.
During the fiscal year 1994, the Company leased a 10,000 square foot office
building to Camelot under a five year lease at $6,667 per month beginning
September 10, 1993 through September 10, 1998. Rental income was approximately
$57,800 for 1994, 41% of the Company's rental income. The lease included the
following terms and conditions:
1. The Company has an option to buy Camelot's furniture and
equipment located on the premises at Camelot's book value during the term of the
lease.
2. The Company has a ten-year option to purchase 2,000,000
restricted common shares of Camelot at an exercise price of $0.625 which
includes piggyback rights.
3. Rental payments automatically increase to 150% of prevailing
market rates at the time Mr. Wettreich ceases to be a director of Camelot.
A company affiliated with the President provides services as a securities
transfer agent. For the years ended April 30, 1997 and 1996, the Company
incurred expenses of $972 and $972, respectively.
During the fiscal year 1997 and 1996, the Company paid $46,657 and $46,657,
respectively, in preferred stock dividends to Camelot.
PART IV
Item 13. Exhibits and Reports on Form 8-K
(a) Exhibits included herein:
3(a) Articles of Incorporated by reference to Registration
Incorporation Statement filed on April 10, 1987, File
No.33-10894
3(b) ByLaws Incorporated by Reference as immediately above
22(a) Subsidiaries
(b) Reports on Form 8-K:
NONE
<PAGE>
EXHIBIT 22(a)
SUBSIDIARIES
Forme Management, Inc. 100%
Forme Properties, Inc. 100%
<PAGE>
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 n
its behalf by the undersigned, thereunto duly authorized.
FORME CAPITAL, INC.
(Registrant)
By: /s/ Daniel Wettreich
President
Date: July 31, 1997
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.
By: /s/ Daniel Wettreich
Director; President (Principal
Executive Officer); Treasurer
(Principal Financial Officer)
Date: July 29, 1997
By: /s/ Jeanette P. Fitzgerald
Director
Date: July 29, 1997
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<NAME> FORME CAPITAL, INC.
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