SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
_________________
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____ to ____.
Commission file number 0-29794
PUBLICARD, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 23-0991870
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
One Post Road, Fairfield, Connecticut 06430
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (203) 254-3900
Securities Registered Pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
None None
Securities Registered Pursuant To Section 12(g) of the Act
Common Stock ($.10 par value)
Rights to Purchase Class A Preferred Stock, First Series
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 (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 .
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not 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-K or any amendment to this Form 10-K. ___
As of March 25, 1999, the aggregate market value of the voting common
stock held by non-affiliates of the registrant was approximately
$150,000,000.
Number of shares of Common Stock outstanding as of March 25, 1999:
18,253,303
Documents Incorporated By Reference: None
<PAGE>
PART III
Items 10, 11, 12 and 13 are hereby amended in their entirety as follows:
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The Company currently has seven directors, all of whom were elected at
the Annual Meeting of Shareholders held on June 14, 1998, except Mr.
Hatim Y. Tyabji who was elected to the Board of Directors on March 15,
1999. All directors serve until the next election of directors or until
their successors have been elected and have qualified. All of the
persons named in the enclosed proxy are currently directors of the
Company.
Set forth below as to each director nominated for reelection as a
director of the Company is information regarding age (as of April 15,
1999), position with the Company, principal occupation, business experi-
ence, period of service as a director of the Company and directorships
currently held.
HARRY I. FREUND: Age 59; Director of the Company since April 12, 1985.
Chairman of the Board of Directors since December 1985 and Chairman
since October 1998. Since 1975, Mr. Freund has been Chairman of
Balfour Investors Inc. ("Balfour"), a merchant banking firm that had
previously been engaged in a general brokerage business.
JAY S. GOLDSMITH: Age 55; Director of the Company since April 12, 1985.
Vice Chairman of the Board of Directors since December 1985 and Vice
Chairman since October 1998. Since 1975, Mr. Goldsmith has been
President of Balfour.
CLIFFORD B. COHN: Age 47; Director of the Company since July 31, 1980.
Vice President of Government Affairs of the Company from April 1, 1982
to November 20, 1984. Since 1977, Mr. Cohn has been engaged in the
private practice of law in Philadelphia, Pennsylvania. Mr. Cohn is a
director of Leslie Fay Company Inc.
DAVID L. HERMAN: Age 85; Director of the Company since April 12, 1985.
Mr. Herman was President and Chief Executive Officer of the Company from
March 31, 1986 until March 8, 1995. Prior to 1986, Mr. Herman was an
independent consultant advising clients on the reorganization of busi-
nesses and potential acquisitions. Prior thereto, Mr. Herman was the
sole owner of Darman Tool and Manufacturing Company, a private company
engaged in the manufacture of appliances and photocopying machines.
Mr. Herman is a director of Equitable Bag Co., Inc.
L. G. SCHAFRAN: Age 60; Director of the Company since December 3, 1986.
Mr. Schafran is the Managing General Partner of L. G. Schafran & Associ
ates, a real estate investment and development firm established in 1984.
For more than five years prior thereto, Mr. Schafran was a senior
officer of Victor Palmieri-Company, Inc., specializing in the
acquisition, management and disposition of distressed properties. He was
Chairman of the Executive Committee of Dart Group Corporation (and its
publicly traded subsidiaries) from 1994 to October 1997 and a director
of Dart (and its publicly traded subsidiaries) from 1993 to October
1997. Mr. Schafran is a director of COMSAT Corporation, Discovery Zone,
Inc., Equitable Bag Co., Inc., Kasper A.S.L., LTD., Tarragon Realty
Advisors, Inc. and Chairman of the Board of Delta-Omega Technologies, Inc.
<PAGE>
HATIM A. TYABJI: Age 54; Was elected to PubliCARD's Board of Directors
on March 15, 1999. Since September, 1998, Mr. Tyabji has been the
Chairman and Chief Executive Officer of Saraide.com, which provides
mobile data services for the Internet and wireless communications
industry. Mr. Tyabji was the Chief Executive Officer and President of
VeriFone, Inc. from September 1986 until March 1998. Mr. Tyabji is a
director of Deluxe Corporation, Best Buy, Bank of American Merchant
Services, Novatel Wireless and Ariba Technologies.
JAMES J. WEIS: Age 50; President, Chief Executive Officer and Director
of the Company since March 8, 1995. Mr. Weis joined the Company in
September 1984 as Assistant to the President and was elected Vice
President in November 1984, Chief Financial Officer and Secretary in
April 1986, Executive Vice President - Finance in August 1989 and
President, Chief Executive Officer and Director in March 1995.
The information with respect to the executive officers of the Company
required by this item is set forth in Item 1A of this Form 10-K.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") requires the Company's directors and officers and
persons who own more than 10 percent of a registered class of the
Company's equity securities, to file reports of ownership and changes
in ownership with the Securities and Exchange Commission (the "SEC").
Officers, directors and greater than 10% shareholders are required by
SEC regulations to furnish the Company with copies of all Section 16(a)
forms they file. To the Company's knowledge, based solely upon the
Company's review of the copies of such forms received by it during the
fiscal year ended December 31, 1998 and representations that no other
reports were required, the Company believes that each person who, at
any time during such fiscal year, was a director, officer or beneficial
owner of more than 10% of the Company's common stock complied with all
Section 16(a) filing requirements during such fiscal year except that
David L. Herman filed a late report on Form 5 covering one late Form 4
transaction.
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION
The following tables set forth information concerning the cash compen
sation, stock options and retirement benefits provided to the Company's
executive officers. The notes to these tables provide more specific
information concerning compensation.
Summary Compensation Table
Long-term
Name and Compensation
Principal Annual Compensation Options/ All Other
Position Year Salary Bonus(1) SAR's(#)(2) Compensation
Harry I.Freund(3) 1998 $325,000 $ - - $15,000(4)
Chairman 1997 325,000 - 91,912 15,000(4)
1996 325,000 - 125,000 15,000(4)
Jay S. Goldsmith(3) 1998 325,000 - - 22,966(4)
Vice Chairman 1997 325,000 - 91,912 17,000(4)
1996 325,000 - 125,000 17,000(4)
James J. Weis 1998 325,000 250,000 140,000 7,604(5)
President, Chief 1997 325,000 162,500 - 7,958(5)
Executive Officer 1996 325,000 200,000 100,000 8,146(5)
and Director
Antonio L. DeLise 1998 183,611 100,000 75,000 5,861(6)
Vice President, 1997 163,700 67,000 - 6,036(6)
Chief Financial 1996 149,561 85,000 50,000 6,727(6)
Officer and
Secretary
(1) Reflects bonus earned during the fiscal year. In some instances
all or a portion of the bonus was paid during the next fiscal year.
(2) Options to acquire shares of Common Stock.
(3) On November 1, 1998, Messrs. Freund and Goldsmith were appointed
executive officers of the Company with the titles of Chairman and
Vice Chairman, respectively. Prior to such time, Messrs. Freund
and Goldsmith were directors of the Company with the titles of
Chairman of the Board and Vice Chairman of the Board, respectively;
titles and positions which they still hold in addition to their
positions as executive officers of the Company. For the period
prior to November 1, 1998, Messrs. Freund and Goldsmith received
compensation from the Company solely in their capacities as
directors of the Company. As Chairman of the Board and Vice Chairman
of the Board, pursuant to informal arrangements with the Company,
Messrs. Freund and Goldsmith each received annual compensation at the
rate of $325,000 per year. Commencing November 1, 1998, Messrs. Freund
and Goldsmith have received compensation from the Company at the same
rate in their capacities as executive officers.
<PAGE>
(4) Represents life insurance premiums paid on behalf of Mr. Freund and
Mr.Goldsmith for 1998, 1997 and 1996.
(5) Consists of $4,800, $4,750 and $4,750 in contributions to the
Company's 401(k) plan for 1998, 1997 and 1996, respectively, and
$2,804, $3,208 and $3,396 for term life and disability insurance
premiums paid on behalf of Mr. Weis for 1998, 1997 and 1996,
respectively.
(6) Consists of $4,800, $4,750 and $4,750 in contributions to the
Company's 401(k) plan for 1998, 1997 and 1996, respectively, and $1,061,
$1,286 and $1,977 for term life and disability insurance payments paid
on behalf of Mr. DeLise for 1998, 1997 and 1996, respectively.
Stock Options Granted During 1998
Potential Realizable
Value at Assumed Annual
Individual Grants Rates of Stock Price
% of Options Appreciation for Five
Granted Exercise Year Option Term(1)
Options to all Price Expiration
Name Granted(3) Employees Per Share Date 5% 10%
Harry I.
Freund - - - - - -
Jay S.
Goldsmith - - - - - -
James J.
Weis 140,000 24.8% $1.75 9/14/03 $67,689 $149,575
Antonio L.
DeLise 75,000 13.3% 1.75 9/14/03 36,262 80,129
All
Share-
holders(2) N/A N/A N/A N/A 8,162,301 18,036,551
Named officers'
gain as % of
all share- N/A N/A N/A N/A 1.27% 1.27%
holders' gain
(1) The potential gain is calculated from the closing price of Common
Stock of $1.75 on September 14, 1998, the date of grant to
executive officers. These amounts represent certain assumed
rates of appreciation only. Actual gains, if any, on stock option
exercises and Common Stock holdings are dependent on the future
performance of the Common Stock and overall market conditions.
There can be no assurance that the amounts reflected in this
table will be achieved.
(2) Based on the number of shares outstanding at December 31, 1998.
(3) Options granted under the Company's 1993 Long-Term Incentive
Plan expire five years from the date of grant.
<PAGE>
Aggregated Stock Options Exercised in 1998
and December 31, 1998 Option Values
Exercised in 1998 Unexercised at December 31, 1998
Value of In-the-
Number of Options Money Options(1)
Name of Shares Value Exer- Unexer- Exer- Unexer-
Executive Acquired Realized cisable cisable cisable cisable
Harry I.
Freund 125,000 $7,812 541,912(2) - $6,481,759 $ -
Jay S.
Goldsmith 125,000 7,812 541,912(2) - 6,481,759 -
James J.
Weis 60,000 1,875 400,000 - 4,913,750 -
Antonio L.
DeLise - - 150,000 - 1,846,875 -
(1) These values are based on the December 31, 1998 closing price
for the Company's stock on the Nasdaq National Market of $14.00
per share.
(2) Excludes shares which may be acquired by Mr. Freund and Mr.
Goldsmith through the exercise of stock purchase warrants in the
amounts of 668,685 and 723,708, respectively.
Retirement Income Plan
Effective December 31, 1993, benefits under the Publicker Retirement
Plan (the "Plan") were frozen. Accordingly, Plan participants will
accumulate no additional credited service, and earnings subsequent to
December 31, 1993 will no longer have an impact on accumulated
benefits. The annual benefits payable upon retirement for Mr. Weis
is $23,831. The foregoing amount is based on a straight life annuity.
Retirement benefits are payable at age 65 to married employees in the
form of a 50% joint and survivor annuity with their spouses, at a
reduced amount, unless they elect to receive a straight life annuity.
Single employees receive a straight life annuity. The foregoing
benefit amount is not subject to any deduction for Federal Insurance
Contributions Act or other offset amounts.
<PAGE>
Stock Option Plans
Under the 1991 Stock Option Plan for directors, officers and key
employees adopted by shareholders of the Company in 1992, the Company
hasbeen authorized to grant nonqualified stock options to purchase
up to 750,000 shares of Common Stock. Under the 1993 Long-Term
Incentive Planand the Non-employee Director Stock Option Plan adopted
by shareholders of the Company in 1994, the Company may grant stock
options, restricted stock options, stock appreciation rights,
performance awards and other stock-based awards equivalent to up
to 3,550,000 shares of Common Stock.
The plans are administered by the Board of Directors of the Company.
Subject to the express provisions of the plans, the Board of
Directors has full and final authority to determine the terms of all
options granted under the plans including (a) the purchase price of
the shares covered by each option, (b) whether any payment will be
required upon grant of theoption, (c) the individuals to whom, and
the time at which, options shall be granted, (d) the number of shares
to be subject to each option, (e) when an option can be exercised
and whether in whole or in installments, (f) whether the
exercisability of the options is subject to risk of forfeiture or
other condition and (g) whether the stock issued upon exercise of
an option is subject to repurchase by the Company, and the
terms of such repurchase.
Under the 1991 Stock Option Plan, the term of options shall be for
such period as the Board of Directors shall determine, but shall not in
any event exceed 12 years from the date of the option's grant. Under the
1993 Long-Term Incentive Plan, the term of options granted shall be
prescribed by the Board of Directors, provided, however, that no stock
option may be exercised after five years from the date it is granted.
Under the Non-employee Director Stock Option Plan, on July 1 of each year
commencing with July 1, 1994, the Chairman of the Board and Vice Chairman
of the Board shall each automatically receive an option to purchase for
five years 125,000 shares of common stock and each other non-employee
director shall automatically receive an option to purchase for five years
30,000 shares of common stock.
During the year ended December 31, 1998, 215,000 stock options were
granted to executive officers of the Company under the 1993 Long-Term Incentive
Plan. Since there were only 30,000 options available for grant under the
Non-employee Director Stock Option Plan, no options were granted in 1998.
Stock Option Agreements
In April 1985, the Company issued 1.6 million shares of common stock at
$2.50 per share in a private placement. Under the terms of the related
agreement, the agent for the purchasers received options to buy 400,000
shares of the Company's common stock at a price of $2.50 per share for
five years, which period was subsequently extended by ten years. These
options are held by Messrs. Freund and Goldsmith. In January 1996, the
Company issued options to Messrs. Cohn and Schafran to buy a total of
200,000 shares of the Company's common stock at a price of $2.50 per share
for five years. None of these options had been exercised as of
December 31, 1998.
<PAGE>
Employment and Change of Control Agreements
In August 1987, the Company entered into change of control agreements
with each of Messrs. Freund, Goldsmith, Herman and Weis, which agreements
provide for payments to them under certain circumstances following a
change of control of the Company. These agreements were not adopted in
response to any specific acquisition of shares of the Company or any other
event threatening to bring about a change of control of the Company. For
purposes of the agreements, a change of control is defined as any of the
following: (a) the Company ceasing to be a publicly owned corporation
having at least 2,000 shareholders, (b) any person or group acquiring in
excess of 30% of the voting power of the Company's securities, (c) Messrs.
Freund, Goldsmith, Herman, Cohn, Schafran and Weis and any other director
designated as a "continuing director" prior to his election as a director
by a majority of the foregoing persons (the "Continuing Directors")
ceasing for any reason to constitute at least a majority of the board of
directors, (d) the Company merging or consolidating with any entity,
unless approved by a majority of the Continuing Directors or (e) the sale
or transfer of a substantial portion of the Company's assets to another
entity, unless approved by a majority of the Continuing Directors.
In the event one of the above-named individuals (a) is terminated as an
employee of the Company for any reason other than conviction of a felony
or any act of fraud or embezzlement, is disabled for six consecutive
months or dies, (b) is not elected and maintained in the office which he
now occupies, (c) is not included by the board of directors in the slate
of directors recommended to stockholders, (d) receives a reduction in his
salary or fringe benefits, (e) experiences a change in his place of
employment or is required to travel excessively or (f) experiences other
substantial, material and adverse changes in conditions under which the
individual's services are to be rendered, within three years following a
change of control, the individual will be entitled to receive in a lump
sum within 10 days of the date of discontinuance, a payment equal to 2.99
times the individual's average annual compensation for the shorter of
(a) the five years preceding the change of control, or (b) the period the
individual received compensation from PubliCARD for personal services.
Assuming a change of control of the Company and the discontinuance of an
individual's services were to occur at the present time, payments in the
following amounts, assuming there are no "excess parachute payments" as
defined in the Internal Revenue Code of 1986 (the "Code"), would be made
pursuant to the change of control agreements: Mr. Freund $942,709;
Mr. Goldsmith $942,709; Mr. Herman $394,376 and Mr. Weis $1,419,180.
In the event any such payment, either alone or together with others made
in connection with the individual's discontinuance, is considered to be an
"excess parachute payment," the individual is entitled to receive an
additional payment in an amount which, when added to the initial payment,
results in a net benefit to the individual, after giving effect to excise
taxes imposed by Section 4999 of the Code and income taxes on such
additional payment, equal to the initial payment before such additional
payment. Since the change of control agreements would require large cash
payments to be made by any person or group effecting a change of control
of PubliCARD, absent the assent of a majority of the Continuing Directors,
these agreements may discourage hostile takeover attempts of PubliCARD.
The change of control agreements would have expired on December 1,
1998 but have been and will continue to be automatically extended for a
period of one year on each December 1, unless terminated by either party
prior to any December 1. In the event a change of control occurs during
the term of any of the agreements, including any extension, the term of
such agreements will automatically be extended to three years from the
date of the change of control.
The Company has entered into an agreement with Mr. Weis which provides
that, in the event his employment is terminated without cause or is
considered terminated by reason of a change in Mr. Weis' duties which
would require him to relocate his principal residence, he will receive a
continuation of salary payments and all other employee benefits then
provided him until the earlier of one year from the date of notice of
termination or the date upon which he begins full-time employment with a
new employer.
INFORMATION CONCERNING THE BOARD OF DIRECTORS
Directors who are not officers of the Company, other than Messrs.
Freund and Goldsmith, are paid $2,500 per month for services as directors
and, in addition, $750 per day for each meeting of the Board or of
shareholders that they attend without regard to the number of meetings
attended each day.
On November 1, 1998, Messrs. Freund and Goldsmith were appointed
executive officers of the Company with the titles of Chairman and Vice
Chairman, respectively. Prior to such time, Messrs. Freund and Goldsmith
were directors of the Company with the titles of Chairman of the Board and
Vice Chairman of the Board, respectively; titles and positions which they
still hold in addition to their positions as executive officers of the
Company. For the period prior to November 1, 1998, Messrs. Freund and
Goldsmith received compensation from the Company solely in their
capacities as directors of the Company. As Chairman of the Board and Vice
Chairman of the Board, pursuant to informal arrangements with the
Company, Messrs. Freund and Goldsmith each received annual compensation
at the rate of $325,000 per year. Commencing November 1, 1998, Messrs.
Freund and Goldsmith have received compensation from the Company at the
same rate in their capacities as executive officers.
Messrs. Freund, Goldsmith, Herman and Weis are each party to an
agreement with the Company providing for payments to them under certain
circumstances following a change in control of the Company. See
"Employment and Change of Control Agreements."
On March 8, 1995, following Mr. Herman's retirement as President
of the Company, the Company and Mr. Herman entered into an informal Consulting
Agreement (the "Consulting Agreement") pursuant to which Mr. Herman will
render consulting services to the Board of Directors of the Company. The
Consulting Agreement has an indefinite term and provides for a monthly
consulting fee at a rate of $20,000 per year. The services to be rendered
to the Company by Mr. Herman include consultation on acquisitions and
divestitures, litigation and other matters. The Consulting Agreement is
terminable at any time by the Company or Mr. Herman.
The Company and Balfour, are parties to a License Agreement,
dated as of October 26, 1994 (the "License Agreement"), with respect to a
portion of the office space leased by the Company in New York City. Messrs.
Freund and Goldsmith are Chairman and President, respectively, and the
only shareholders of Balfour. The term of the License Agreement commenced
on January 1, 1995 and will expire on June 30, 2004, unless sooner
terminated pursuant to law or the terms of the License Agreement. The
License Agreement provides for Balfour to pay the Company an amount equal
to 40% of the rent paid by the Company under its lease, including base
rent, electricity, water, real estate tax escalations and operation and
maintenance escalations. In addition, Balfour has agreed to reimburse the
Company for 40% of the cost of insurance which the Company is obligated to
maintain under the terms of its lease with respect to the premises. In
November 1998, Balfour's share of rent and other costs was reduced to 20%
due to an increase in the space utilized by the Company. The base rent
payable by Balfour under the License Agreement is $3,745 per month through
September 30, 1999 and $4,030 per month thereafter.
Directors of the Company are elected at each annual meeting of
shareholders to hold office until the next annual meeting of shareholders
and until their respective successors are duly elected and qualified.
Executive officers are elected to hold office until the first meeting of
directors following the next annual meeting of shareholders or until their
successors are sooner elected by the Board and qualified.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee of the Board of Directors, which consists
entirely of outside directors, reviews the compensation of key employees
of the Company. The present members of the Compensation Committee are
David L. Herman (Chairman), Clifford B. Cohn and L.G. Schafran. See "Item
13 - Certain Relationships and Related Transactions".
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following information is furnished as of April 15, 1999
with respect to each class of equity securities of the Company beneficially
owned by each person who owns of record or is known by the Company to own
beneficially more than 5% of the Common Stock of the Company and by all
directors, nominees and officers and by all directors, nominees and
officers as a group. All information with respect to beneficial ownership
has been furnished to the Company by the respective shareholders of the
Company and the directors, nominees and officers.
Name Position Beneficial Owner
ship of Shares of
Common Stock as of Percent of
April 15, 1999 (1) Class (1)
Harry I. Freund Director and
Chairman
of the Board 2,368,309 (2) 12.2%
Jay S. Goldsmith Director and Vice
Chairman of the
Board 2,409,052 (3) 12.3%
James J. Weis President, Chief
Executive Officer
and Director 549,500 (4) 2.9%
Clifford B. Cohn Director 243,008 (5) 1.3%
David L. Herman Director 296,946 (6) 1.6%
L.G. Schafran Director 334,997 (7) 1.8%
Hatim A. Tyabji Director - -
M. Richard Phillimore Executive Vice
President/
Smart Card Business 50,000 (8) Less than 1%
Antonio L. DeLise Vice President,
Chief Financial
Officer and Secretary 152,000 (9) Less than 1%
All directors,
nominees and of
ficers as a group
(9 persons) 6,403,812 (10) 29.2%
(1) Calculated in accordance with Rule 13d-3 adopted by the Securities
and Exchange Commission under the Securities Exchange Act of 1934,
as amended.
(2) Includes shares of Common Stock which may be acquired by Mr.
Freund within 60 days as follows: 541,912 shares through the
exercise of stock options and 668,865 shares through the exercise
of stock purchase warrants. Also includes 292,875 shares that
may be deemed to be owned beneficially by Mr. Freund which are
held by Balfour Investors Inc. ("Balfour") for its clients in
discretionary accounts, as to which Mr. Freund disclaims beneficial
ownership. Messrs. Freund and Goldsmith are Chairman and
President, respectively, and the only shareholders of Balfour.
The discretionary clients of Balfour have the sole power to vote
and direct the vote of the shares held in their account. Balfour
and its discretionary clients have shared power to dispose of or
direct the disposition of the shares held in such clients' accounts.
At present, Balfour has the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the
sale of the Company's Common Stock for all of its discretionary
clients. Also includes 13,000 shares that may be deemed to be
owned beneficially by Mr. Freund which are held by the Balfour
Defined Benefit Pension Plan (the "Balfour Plan"), for which
Mr. Freund is a Trustee and Plan Administrator and in which he
participates. Mr. Freund disclaims ownership of 5,850 shares of
Common Stock held by the Balfour Plan.
(3) Includes shares of Common Stock which may be acquired by Mr.
Goldsmith within 60 days as follows: 541,912 shares through the
exercise of stock options and 723,308 shares through the exercise
of stock purchase warrants. Also includes 1,250 shares of Common
Stock held by Mr. Goldsmith's spouse over which Mr. Goldsmith has
shared voting and investment power but as to which he disclaims
any beneficial interest, and includes 292,875 shares that may be
deemed to be owned beneficially by Mr. Goldsmith which are held by
Balfour for its clients in discretionary accounts as to which Mr.
Goldsmith disclaims beneficial ownership (see Note 2 above). Also
includes 13,000 shares that may be deemed to be owned beneficially
by Mr. Goldsmith which are held by the Balfour Plan, of which
Mr. Goldsmith is a Trustee and Plan Administrator and in which he
participates. Mr. Goldsmith disclaims ownership of 7,280 shares
of Common Stock held by the Balfour Plan.
(4) Includes 400,000 shares which may be acquired by Mr. Weis within
60 days through the exercise of stock options.
(5) Includes 212,059 shares which may be acquired by Mr. Cohn within
60 days through the exercise of stock options.
(6) Includes shares of Common Stock which may be acquired by Mr.
Herman within 60 days as follows: 142,058 shares through the
exercise of stock options and 38,888 shares through the exercise
of stock purchase warrants.
(7) Includes 212,059 shares which may be acquired by Mr. Schafran
within 60 days through the exercise of stock options. Also
includes 84,050 shares of Common Stock and 38,888 shares that may
be acquired through the exercise of stock purchase warrants held
by Mr. Schafran's spouse as to which Mr. Schafran disclaims any
beneficial interest.
(8) Represents 50,000 shares of common stock that Mr. Phillimore will
be entitled to receive in January 2000, on the one-year anniversary
of his employment with the Company.
(9) Includes 150,000 shares which may be acquired by Mr. DeLise within
60 days through the exercise of stock options.
(10) Includes shares of Common Stock which may be acquired by such
persons within 60 days as follows: 2,200,000 shares through the
exercise of stock options and 1,469,949 shares through the exercise
of stock purchase warrants.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
See "Employment and Change of Control Agreements" and "Information
Concerning the Board of Directors" in Item 11 and the notes to the
table under "Security Ownership of Certain Beneficial Owners" in Item 12
for information with respect to information required by this Item.
SIGNATURE
Pursuant to the requirements of Section 13 or 15 (d) of the
Securities Exchange Act of 1934, the registrant has duly caused this
amendment to be signed on its behalf by the undersigned, hereunto duly
authorized.
PUBLICARD, INC.
(Registrant)
Date April 30, 1999 By: /s/ JAMES J. WEIS
James J. Weis, President,
Chief Executive Officer and
Director
