FORM 10-KSB/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
[FEE REQUIRED] For the fiscal year ended June 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
[NO FEE REQUIRED] for the transition period from _______ to _________
Commission file number 0-17449
PROCYON CORPORATION
(Exact name of registrant as specified in its charter)
Colorado 36-0732690
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1150 Cleveland Street, Suite 410
Clearwater, Florida 34615
(Address of principal executive offices, including Zip Code)
Issuer's telephone number, including area code (813) 447-2998
Securities registered pursuant to Section 12(b)of the Act:
None
Securities registered pursuant to section 12(g)of the Act:
Common Stock
Check whether the registrant (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 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 the past 90
days. Yes X No
---- ----
Check if 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 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 ]
State Issuer's revenues for its most recent fiscal year: $308,668
As of September 1, 1996, 3,637,920 shares of the registrant's Common Stock were
outstanding and the aggregate market value of the 287,920 shares held by
non-affiliates was $-0-. (Price quotations for the Common Stock were not
published at any time during the 60 days prior to the filing of this report.)
(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDING
DURING THE PAST FIVE YEARS)
Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes No X
DOCUMENTS INCORPORATED BY REFERENCE:
None
Transitional Small Business Disclosure Format: Yes No X
<PAGE>
INDEX
Title Page
----- ----
ITEM 9 DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
AND CONTROL PERSONS; COMPLIANCE WITH
SECTION 16(a) OF THE EXCHANGE ACT OF
THE REGISTRANT..................................... 3
ITEM 10 EXECUTIVE COMPENSATION.................................. 4
ITEM 11 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT............................... 5
ITEM 12 CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS........................................ 5
<PAGE>
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT OF THE REGISTRANT.
The directors and executive officers of the Company are listed below.
Directors hold office until the next annual meeting of shareholders and until a
successor is elected and qualified, or until their prior resignation. Executive
officers are elected by the Board of Directors to serve until their resignation
or their earlier removal by the Board.
Name and Address(1) Age Position
------------------- --- --------
John C. Anderson 53 President, Chief Executive and Financial
Officer, and Director
Chester L. Wallack 55 Director
Fred W. Suggs, Jr. 50 Director
Alan B. Crane 46 Director
- ----------
(1) The address for all directors is 1150 Cleveland Street, #410,
Clearwater, Florida 54615.
The following sets forth certain information concerning the Company's
officer and directors.
John C. Anderson. Mr. Anderson has served as a director of the Company and
also as its President and Chief Executive and Financial Officer since November,
1994, when he purchased a controlling interest in the Company. From 1989 to
1994, he served as President of Rush-In Mart, Inc., an import-export firm doing
business primarily in the former Soviet Union. From 1978 to 1989, he served as
President of Stuffit Company, Inc., a print and mail direct marketing firm with
over 300 employees and eleven locations. From 1970 to 1978, he served as
President of Radius International, a firm engaged in retail and exporting
activities. Mr. Anderson received a Bachelor of Science degree in Business
Administration from Kansas State University.
Chester L. Wallack. Mr. Wallack has served as a director of the Company
since June 1995. Mr. Wallack serves as Chief Executive Officer of Felton West,
Inc., a real estate development and construction company in Dover, Delaware. Mr.
Wallack is a retired United States Air Force officer having served as a pilot
and in various management capacities. He graduated from the University of Kansas
with a B.S. in Industrial Management and from Southern Illinois University with
an M.B.A. in Finance.
Fred W. Suggs, Jr. Mr. Suggs has served as a director of the Company since
June 1995. Mr. Suggs has been a practicing attorney since 1975. He is a partner
in the Greenville, South Carolina office of Ogletree, Deakins, Nash, Smoak &
Stewart, specializing in labor and employment law. He has been certified as a
specialist in labor and unemployment law by the South Carolina Supreme Court and
is a frequent lecturer on labor and employment law issues. Mr. Suggs graduated
from Kansas State University with a B.S. degree and he received his J.D. degree
from the University of Alabama.
Alan B. Crane. Mr. Crane has served as a director of the Company since June
1995. Mr. Crane is a partner in Crane Farms, a farming partnership in Larned,
Kansas. Mr. Crane was appointed by the governor of Kansas to the Kansas Water
Authority to oversee project expenditures. He received a B.S. from Kansas State
University.
Key Employee
Ronald L. Maddix. Mr. Maddix has served as the President and Chief
Executive Officer of the Company's wholly-owned subsidiary, Amerx Health Care
Corporation, since July 1996. From February 1995 to June 1996, Mr. Maddix served
as President of SunStates Medical Products, Inc., a distributor of medical
capital equipment. From July 1993 to February 1995, he served as President of
Granitec Corporation, a manufacturer of building materials. From July 1992 to
July 1993, he served as President of Environmed International, Inc., a medical
products company. From March 1987 to July 1992, Mr. Maddix served as Vice
President of Marketing for a microsurgical laser manufacturer.
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<PAGE>
To the Company's knowledge, all reports which were required to be filed by
the Company's officers, directors and greater than ten percent beneficial owners
during the fiscal year ended June 30, 1996 have been filed.
ITEM 10. EXECUTIVE COMPENSATION.
Summary Compensation Table. The following table sets forth the annual and
long-term compensation for services in all capacities to the Company for the
fiscal years ended June 30, 1995 and 1996 of John C. Anderson, the Chief
Executive Officer of the Company (the "Named Officer"). No other executive
officer received total annual salary and bonus in excess of $100,000 during
fiscal 1996. Mr. Anderson was not employed by the Company prior to the 1995
fiscal year.
<TABLE>
<CAPTION>
Long Term
Compensation
Awards
Fiscal Annual Compensation Options All Other
Name and Principal Position Year Salary Bonus (Shares) Compensation
- --------------------------- ------ ------------ ----------- ----------------- ------------
<S> <C> <C> <C> <C> <C>
John C. Anderson, 1996 $144,000 $ -0- -- $ -0-
President, Chief Executive and 1995 $ 80,000 $ -0- -- $ -0-
Financial Officer, and Director
</TABLE>
Board and Committee Attendance
In fiscal year 1996, the Board of Directors held one meeting. Each director
attended the board meeting held during fiscal year 1996.
Stock Options
The Company has an Incentive Stock Option Plan pursuant to which 1,000,000
Common Shares are reserved for issuance. The Plan, designed as an incentive for
key employees, provides that no option may be granted at an exercise price of
less than the fair market value of the Common Shares of the Company on the date
of grant. No options have been granted to date under this plan.
Common Stock not outstanding but deemed to be beneficially owned by virtue
of the right of an individual to acquire shares within 60 days are treated as
outstanding only when determining the amount and percentage of Common Stock
owned by such individual. The address for each person is 1150 Cleveland Street,
Suite 410, Clearwater, Florida 34615.
-4-
<PAGE>
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
As of October 1, 1996, the Company had a total of 3,637,920 Common Shares
issued and outstanding. The following tabulates holders of Common Shares of the
Company by each person who, at November 15, 1995, held of record or is known by
management of the Company to own beneficially more than 5% of the Common Shares
of the Company and, in addition, by all officers and directors of the Company
individually and as a group.
Percentage
of Class
Name and Address Shares Owned Owned
- ---------------- ------------ ----------
John C. Anderson(1)(3).................. 3,386,000 92%
Chester L. Wallack(2)(3)................ 60,000 2%
Fred W. Suggs(2)(3)..................... 100,000 3%
Alan B. Crane(2)(3)..................... 86,000 2%
All directors and officers
as a group(four person)................ 3,632,000 93%
- --------
* Less than 1%
(1) Officer and Director.
(2) Director.
(3) Consists of 36,000, 60,000, 100,000 and 86,000 shares of Series A
Preferred Stock owned by Messrs. Anderson, Wallack, Suggs and Crane
respectively, which Preferred Stock is convertible into an equal
number of shares of Common Stock of the Company. Such conversion
occurs (i) at the option of the holder, or (ii) automatically,
effective as of the close of a public offering of Common Stock if such
public offering satisfies certain size and price per share
requirements.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
On January 31, 1996, The Company entered into an Agreement and Plan of
Exchange (the "Agreement") with Amerx Health Care Corp., a corporation based in
Clearwater, Florida ("Amerx"). The Agreement provided that the Company would
acquire Amerx through a share exchange in which all of the issued and
outstanding common stock of Amerx would be exchanged for a total of 3,000,000
(post-split) shares of Common Stock of the Company (the "Exchange"). The
Agreement provided that as a condition to the Exchange, the Company would
complete a five for one reverse split of its issued and outstanding shares of
Common Stock. The reverse stock split was approved by the Company's shareholders
on April 15, 1996. The reverse stock split became effective on May 8, 1996 and
the Exchange was completed as of May 9, 1996. Prior to the Exchange, Amerx was
wholly-owned by John C. Anderson.
During fiscal 1995, Mr. Anderson advanced $348,363 to the Company which was
used to fund operations and an investment in a certificate of deposit. The
certificate of deposit was pledged to guaranty a letter of credit which was
obtained by the Company in order to finance certain proposed inventory
purchases. The anticipated inventory purchases were not made, and the letter of
credit was not used. Effective July 1, 1995, Mr. Anderson converted $117,500 of
the advance plus accrued interest of $15,500 into paid in capital, which was
accounted for as part of the Exchange. The remainder of the advances were repaid
during fiscal 1996 following liquidation of the certificate of deposit.
At June 30, 1996, the Company had issued a total of 1,355,000 shares of its
Preferred Stock to certain private investors. The Company's directors,
consisting of Messrs. Anderson, Wallack, Suggs and Crane, have purchased a total
of 297,000 shares of Preferred Stock at a price of $1 per share. Such purchases
were made on terms and conditions which were identical to the purchases made by
all other private investors.
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<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 on
its behalf by the undersigned, thereunto duly authorized.
PROCYON CORPORATION
By: /s/ John C. Anderson
-------------------------------------------
John C. Anderson, President and acting Principal
Executive, Financial and Accounting Officer
Date: October 28, 1996
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.
Signature Title Date
--------- ----- ----
President and Acting
Principal Executive,
/s/ John C. Anderson Financial and Accounting October 28, 1996
- -------------------------- Officer
John C. Anderson
/s/ Chester L. Wallack Director October 28, 1996
- --------------------------
Chester L. Wallack
/s/ Fred W. Suggs, Jr. Director October 28, 1996
- --------------------------
Fred W. Suggs, Jr.
/s/ Alan B. Crane Director October 28, 1996
- --------------------------
Alan B. Crane
