FORM 10-KSB\A1
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
For the fiscal year ended June 30, 1998
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
(Name of small business issuer 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) (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 [ ]
State Issuer's revenues for its most recent fiscal year: $371,198
The aggregate market value of the 1,176,455 shares of Common Stock held by
non-affiliates was $735,284 on September 30, 1998 based on the average bid and
asked price of $.625 on such date. As of September 30, 1998, 4,526,455 shares of
the issuer's Common Stock were outstanding.
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 ........................................................... 3
ITEM 10. EXECUTIVE COMPENSATION......................................... 4
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT..................................................... 5
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS................. 6
<PAGE>
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT.
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.
The following material contains information concerning the directors and
executive officers, including their recent employment, positions with the
Company, other directorships and age.
Capacities in Director
Name Age Which Served Since
---- --- ------------ -----
John C. Anderson 55 President, Chief Executive and 1994
Financial Officer, and Director
Chester L. Wallack 57 Director 1995
Fred W. Suggs, Jr. 52 Director 1995
Alan B. Crane 48 Director 1995
- -------------
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 B.S. degree in Business Administration from
Kansas State University.
Chester L. Wallack. 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. degree in Industrial Management and from
Southern Illinois University with an M.B.A. degree in Finance.
Fred W. Suggs, Jr. 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 is a partner in Crane Farms, a farming partnership
in Larned, Kansas. In 1994, Mr. Crane was appointed by the governor of Kansas to
the Kansas Water Authority to oversee project expenditures. He received a B.S.
degree from Kansas State University.
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<PAGE>
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. Mr. Maddix
attended Parsons College majoring in Business Administration.
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
three fiscal years ended June 30, 1998, 1997 and 1996 of the Company's Chief
Executive Officer (the "Named Officer"). No other officer of the Company
received total annual salary and bonus in excess of $100,000 during the year
ended June 30, 1998.
<TABLE>
<CAPTION>
Long Term Compensation
----------------------
Awards
Annual Compensation ------
Fiscal ------------------- Securities Underlying All Other
Name and Principal Position Year Salary($) Bonus($) Options/SARs(#) Compensation($)
- --------------------------- ---- --------- -------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
John C. Anderson, 1998 $144,000 $ -0- -- $ -0-
President, Chief Executive 1997 144,000 -0- -- -0-
and Financial Officer and 1996 144,000 -0- -- -0-
Director
</TABLE>
Option Grants Table. No grants of stock options were made during the fiscal
year ended June 30, 1998.
Fiscal Year-End Options/Option Values Table. The Named Officer does not
have any options to purchase the Company's securities.
Compensation of Directors
No employee of the Company receives any additional compensation for his
services as a director. No non-employee director receives any compensation for
his service; however, the Board of Directors has authorized payment of
reasonable travel or other out-of-pocket expenses incurred by non-management
directors in attending meetings of the Board of Directors. The Board of
Directors may consider alternative director compensation arrangements from time
to time.
Option Plan
In 1987, the Company adopted an Incentive Stock Option Plan pursuant to
which 1,000,000 Common Shares were available for issuance. This plan was
designed to comply with Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code"), which provides that no incentive option may be granted
more than ten years after effectiveness of the plan. No options were ever
granted under this plan.
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<PAGE>
Board and Committee Attendance
In fiscal year 1998, the Board of Directors held one formal meeting and all
directors attended that board meeting. There are no committees of the Board of
Directors.
Section 16(a) Beneficial Ownership Reporting Compliance
Under the securities laws of the United States, the Company's directors,
its executive officers, and any persons holding more than ten percent of the
Company's Common Stock are required to report their initial ownership of the
Company's Common Stock and any subsequent changes in that ownership to the
Securities and Exchange Commission and the Company. Specific due dates for these
reports have been established and the Company is required to disclose any
failure to file, or late filing, of such reports. Based solely on the Company's
review of Forms 3, 4 and 5 and amendments thereto furnished to the Company and
written representations with respect to filing of such Forms, the Company is not
aware of any failure to file, or late filing, of any such reports during the
1998 fiscal year.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth certain information regarding beneficial
ownership of Common Stock as of October 27, 1998 by (i) each person known by the
Company to own beneficially more than 5% of the outstanding Common Stock, (ii)
each director or nominee, and (iii) all executive officers and directors as a
group. Each person has sole voting and sole investment or dispositive power with
respect to the shares shown except as noted. The address of each person listed
is 1150 Cleveland Street, #410, Clearwater, Florida 54615.
Shareholdings on October 27, 1998
---------------------------------
Number of Percent of
Name and Address Shares(1) Class
---------------- --------- -----
John C. Anderson.............................. 3,386,000 74.8%
Chester L. Wallack............................ 60,000 1.3
Fred W. Suggs................................. 100,000 2.2
Alan B. Crane................................. 86,000 1.9
All directors and officers
as a group (four persons)................... 3,632,000 80.2%
- ----------
(1) 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.
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<PAGE>
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. Mr.
Anderson has continued to advance funds to the Company. During fiscal 1998, Mr.
Anderson advanced $266,316 to the Company to fund operations and at June 30,
1998, the Company owed him $213,316 on these advances which is represented by a
non-interest bearing note due June 30, 1999, collateralized by all of the assets
of the Company.
At June 30, 1998, the Company had outstanding a total of 1,341,000 shares
of its Preferred Stock. 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 27, 1998
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, Financial
/s/ John C. Anderson and Accounting Officer October 27, 1998
- -------------------------
John C. Anderson
/s/ Chester L. Wallack Director October 27, 1998
- -------------------------
Chester L. Wallack
/s/ Fred W. Suggs, Jr. Director October 27, 1998
- -------------------------
Fred W. Suggs, Jr.
/s/ Alan B. Crane Director October 27, 1998
- -------------------------
Alan B. Crane
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