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, as of July 15, 1997.
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.
<PAGE>
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.
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
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.
<PAGE>
Item 6. Management's Discussion and Analysis of Financial Condition
and Results of
Operations
1997
Revenues from the Company's operations 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.
The value for the securities held for sale was reduced from $390,000 to
zero and the Statement of Operations reflects this reduction.
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
Assets
<TABLE>
<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
$250,437
=======
</TABLE>
See Notes to Financial Statements
F-2
<PAGE>
FORME CAPITAL, INC. AND SUBSIDIARIES
Consolidated Balance Sheet ( Continued)
April 30, 1997
Liabilities and Stockholders' Equity
<TABLE>
<S> <C>
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
Accumulated deficit (712,884)
(260,241)
$250,437
=======
</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 (loss) 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
extinguishment of debt, net
of income tax effect of$25,000 _________ 75,762
Recognized Loss on securities
available for sale (594,053) -
Net income (loss) (591,464) (110,267)
Net income attributable to
common stockholders $ (638,121) $ 63,610
======== =========
Earnings per common share:
Income before extraordinary
item $ (.00) $ .00
Extraordinary item .01
Net income $ (.06) $ .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 $591,464 $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
Recognize Loss on available for securities (594,053) -
Net Cash Used by Financing Activities (594,053) 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
Supplemental disclosures of cash flow
information
Cash paid during the year for:
Interest $39,370 $39,867
Income taxes - -
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.
The Company's policy for assessing and measuring the impairment of real
estate consists of a review of all real estate held and companions between
relevant time period as to the value of the real estate based on various
factors such as the appraised value, the market value and the value of any
additions or losses incurred.
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
fair value of marketable securities is determined based on quoted market
prices for those securities. 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.
The Company records impairments to its available-for-sale securities
whenever events or changes in circumstances indicate that the carrying
amount of an asset may not be recoverable.
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. In July 1997,Camelot
declared a 1-40 reverse stock split so the Company now owns a total of
16,250 common shares of Camelot.
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 Corporation $594,053
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. Camelot stock is publicly traded. The value of the stock
at the time it was acquired was a discount from the market price of the
shares as the securities received were restricted. The value of the stock,
for purposes of determining an unrealized loss, was based on the market
price at the time of issuance versus the market price at April 30, 1997.
Subsequent to the year end the securities value declined to an extent that
management determined to reduce the entire asset to zero. Results of
operations for April 30, 1997 include a charge of $594,053 for unrealized
losses on trading securities.
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:
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 $ -
=====
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<PAGE>
Item 8. Disagreements on Accounting and 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:
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 Annual
Secretary Meeting
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(1), 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(2) 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(1). 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(2) 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.
(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.
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
Annual Compensation
Name and
Principal
Position
Year
Salary
Bonus
Other Annual
Compensation
Daniel
Wettreich
Chairman and
CEO (1)
1997
1996
1995
-
-
-
-
-
-
-
-
-
Jeanette P.
Fitzgerald
Vice
President,
General
Counsel and
Secretary (1)
1997
1996
1995
-
-
-
-
-
-
-
-
-
Long-Term Compensation
Awards
Payouts
Name and
Principal
Position
Restricted
Stock
Award(s)
Options/
SARs
LTIP
Payouts
All Other
Compensation
Daniel
Wettreich
Chairman and
CEO (1)
-
-
-
-
-
-
-
-
-
$ 10,000
0.00
-
Jeanette P.
Fitzgerald
Vice
President,
General
Counsel and
Secretary (1)
-
-
-
-
-
-
-
-
-
$ 0.00
$ 0.00
-
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).
Name and Address of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class
Daniel Wettreich 12,250,000 (1)(2) 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 (1)(2) 90.8%
as a group (2 persons)
Zara Wettreich, Separate Property 10,250,000 75.9%
17770 Preston Road
Dallas, Texas 75252
(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.
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 31, 1997
By: /s/ Jeanette P. Fitzgerald
Director
Date: July 31, 1997
