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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
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AMENDMENT NO. 2
to
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED MARCH 31, 1997
COMMISSION FILE NUMBER 0-15939
SHOWSCAN ENTERTAINMENT INC.
(Exact name of registrant as specified in its charter)
DELAWARE 95-3940004
(State of incorporation) (I.R.S. Employer Identification No.)
3939 LANDMARK STREET, CULVER CITY, CALIFORNIA 90232
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (310) 558-0150
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
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Common Stock, $.001 par value None
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
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
filing requirements for the past 90 days.
YES X NO
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The aggregate market value of the voting stock held by non-affiliates of
the registrant as of June 20, 1997 was approximately $13,234,405 (based on last
NASDAQ-reported sale price of $2.625 per share of Common Stock on that date).
There were 5,642,058 shares of registrant's common stock outstanding as of June
20, 1997.
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 [ ].
DOCUMENTS INCORPORATED BY REFERENCE
NONE
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the
beneficial ownership of each class of the Company's voting securities as of July
20, 1997 by (i) each of the Company's directors and Named Executives who
beneficially own Common Stock or Series C Preferred Stock, (ii) by all directors
and officers as a group, and (iii) based on reports filed by each person with
the Securities and Exchange Commission, by the known beneficial holders of more
than 5% of any class of outstanding shares of the Company's voting securities.
<TABLE>
<CAPTION>
SERIES C
COMMON STOCK(2) PREFERRED STOCK
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NUMBER PERCENTAGE NUMBER PERCENTAGE
NAME AND ADDRESS OF OF OF OF
OF BENEFICIAL OWNER(1) SHARES OUTSTANDING SHARES OUTSTANDING
----------- ----------- -------- -----------
<S> <C> <C> <C> <C>
William D. Eberle 55,127(3) * -- --
Charles B. Moss, Jr 994,362(4) 15.7% 12,000 24.5%
c/o B.S. Moss Enterprises
225 North Hill Street,
Aspen, CO 81611
Thomas R. DiBenedetto 1,014,362(5) 16.0% 12,000(6) 24.5%
c/o Junction Investors, Ltd.
84 State Street
Boston, MA 02109
DiBenedetto Showscan Limited 706,672(7) 11.1% 12,000 24.5%
Partnership
c/o Junction Investors, Ltd.
84 State Street
Boston, MA 02109
United Artists Theatre Circuit, Inc. 946,032(8) 14.4% 25,000 51.0%
9110 East Nichol Avenue
Suite 200
Englewood, CO 80112
Kurt C. Hall(9) -- -- -- --
c/o United Artists Theatre
Circuit, Inc.
9110 East Nichols Avenue
Suite 200
Englewood, CO 80112
Neuberger & Berman 320,800(10) 5.7% -- --
605 Third Avenue
New York, NY 10158
William C. Soady(11) 198,250 3.4% -- --
Dennis Pope(12) 122,250 2.1% -- --
W. Tucker Lemon(13) 39,500 * -- --
Michael B. Ellis(14) 13,125 * -- --
J. Chuck Allen(15) -- -- -- --
Russell H. Chesley(16) 4,375 * -- --
Rui C. Guimarais(17) 8,750 * -- --
All Officers and Directors 2,481,351 33.0% 24,000 100%
as a Group (12 persons) (18)
</TABLE>
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* Less than 1%.
(1) Except as otherwise noted, the address of each beneficial owner listed in
this table is c/o Showscan Entertainment Inc., 3939 Landmark Street,
Culver City, California 90232.
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(2) Unless otherwise noted, the Company believes that all persons named in the
table have sole voting and investment power with respect to all securities
beneficially owned by them.
(3) Consists of 55,127 shares subject to currently exercisable stock purchase
warrants.
(4) Consists of (i) 468,577 shares underlying currently exercisable stock
purchase warrants, 44,101 of which are held by Charles B. Moss, III, Mr.
Moss's son, and 44,101 of which are held by Robin H. Moss, Mr. Moss'
ex-wife, as custodian for Elizabeth H. Moss, Mr. Moss' daughter, (ii)
238,095 shares of Common Stock issuable upon conversion of Mr. Moss'
Series C Preferred Stock, (iii) 155,000 shares of Common Stock held by the
Charles B. Moss, Jr. Family Trust, (iv) 6,200 shares of Common Stock held
by M. F. P., LLC, a limited liability company whose members are Mr. Moss'
children, (v) 21,900 shares of Common Stock held by Robin H. Moss, and
(vi) 104,590 shares of Common Stock owned by Mr. Moss. Robin H. Moss is
the sole trustee of the Charles B. Moss, Jr. Family Trust. Mr. Moss
disclaims beneficial ownership of the shares held by the Charles B. Moss,
Jr. Family Trust, M. F. P., LLC and Robin H. Moss and the warrants held by
Charles B. Moss, III and by Robin H. Moss as custodian for Elizabeth H
Moss.
(5) Includes (i) 238,095 shares of Common Stock issuable upon conversion of
the Series C Preferred Stock held by DiBenedetto Showscan Limited
Partnership, a Delaware limited partnership, (ii) 35,000 shares of Common
Stock owned by the DiBenedetto 1993 Family Trust, (iii) 35,000 shares of
Common Stock owned by the DiBenedetto Family Trust U/A/D 11/01/91 FBO Cory
James DiBenedetto, (iv) 35,000 shares of Common Stock owned by the
DiBenedetto Family Trust U/A/D 11/01/91 FBO Christian Robert DiBenedetto,
(v) 35,000 shares of Common Stock owned by the DiBenedetto Family Trust
U/A/D 11/01/91 FBO Thomas Austin DiBenedetto, (vi) 35,000 shares of Common
Stock owned by the DiBenedetto Family Trust U/A/D 11/01/91 FBO Marc
Anthony DiBenedetto, (vii) 468,577 shares of Common Stock underlying
currently exercisable stock purchase warrants held by DiBenedetto Showscan
Limited Partnership, and (viii) 132,690 shares of Common Stock owned by
Mr. DiBenedetto. Mr. DiBenedetto has sole voting and dispositive power
over the securities beneficially owned by DiBenedetto Showscan Limited
Partnership. Linda M. DiBenedetto, Mr. DiBenedetto's wife, is co-trustee
of the DiBenedetto 1993 Family Trust. Mr. DiBenedetto disclaims beneficial
ownership of the shares of Common Stock held by the DiBenedetto 1993
Family Trust, the DiBenedetto Family Trust U/A/D 11/01/91 FBO Cory James
DiBenedetto, the DiBenedetto Family Trust U/A/D 11/01/91 FBO Christian
Robert DiBenedetto, the DiBenedetto Family Trust U/A/D 11/01/91 FBO Thomas
Austin DiBenedetto, and the DiBenedetto Family Trust U/A/D 11/01/91 FBO
Marc Anthony DiBenedetto.
(6) Consists of 12,000 shares of the Company's Series C Preferred Stock owned
by DiBenedetto Showscan Limited Partnership. Mr. DiBenedetto has sole
voting and dispositive power over these securities.
(7) Consists of 468,577 shares subject to currently exercisable stock purchase
warrants and 238,095 shares of Common Stock issuable upon conversion of
Series C Preferred Stock.
(8) Consists of 450,000 shares subject to currently exercisable stock purchase
warrants and stock purchase warrants exercisable within 60 days and
496,032 shares of Common Stock issuable upon conversion of Series C
Preferred Stock.
(9) Kurt C. Hall is an executive officer of United Artists Theatre Circuit,
Inc. Mr. Hall does not have voting or investment power with respect to the
securities held by UATC.
(10) Neuberger & Berman disclaims beneficial ownership of 57,600 shares owned
by certain of its individual partner(s) in their own personal accounts.
Such shares were purchased with personal funds and each such partner has
sole voting and dispositive power over the shares in his/her account.
(11) Includes 196,250 shares of currently exercisable stock options.
(12) Includes 121,250 shares of currently exercisable stock options.
(13) Includes 37,500 shares of currently exercisable stock options (10,000 of
which are held by Mr. Lemon's wife) and options exercisable within 60
days. Mr. Lemon does not have voting or investment power with respect to
the securities held by his wife.
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(14) Includes 13,125 shares of currently exercisable stock options and options
exercisable within 60 days.
(15) J. Chuck Allen resigned from all positions with the Company in May, 1997.
All options held by Mr. Allen were canceled 30 days after his resignation.
(16) Includes 4,375 shares of currently exercisable stock options.
(17) Includes 8,750 shares of currently exercisable stock options and options
exercisable within 60 days.
(18) Includes 1,404,781 shares subject to stock options and stock purchase
warrants currently exercisable or exercisable within 60 days and 476,190
shares of Common Stock issuable upon conversion of Series C Preferred
Stock.
The Company, United Artists Theatre Circuit, Inc. ("UA"), Charles B.
Moss, Jr. ("Moss"), Thomas R. DiBenedetto and DiBenedetto Showscan Limited
Partnership, a Delaware partnership (collectively, the "DiBenedetto Entities")
are party to that certain Voting Agreement, dated as of August 19, 1994,
pursuant to which UA, Moss and the DiBenedetto Entities have agreed to vote the
securities held by them in favor of each other's designees for the Board of
Directors.
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SIGNATURES
Pursuant to the requirements of Sections 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment No. 2 to
Annual Report on Form 10-K to be signed on its behalf by the undersigned,
thereunto duly authorized.
Date: August 14, 1997
SHOWSCAN ENTERTAINMENT INC.
By /s/ W. TUCKER LEMON
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W. Tucker Lemon
Senior Vice President, General Counsel and Secretary
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