SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the fiscal year ended June 30, 2000.
() TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the transition period from ______________________ to ______________________
Commission File No. 0-15862
GVC VENTURE CORP.
----------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-3018466
------------------------ -------------------------
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) No.)
425 East 58th Street, Suite 31C, New York, N.Y. 10022-2300
----------------------------------------------- ---------------
(Address of principal executive offices) (Zip code)
Registrant's telephone number including area code: 212-753-1812
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Common Stock, $.10 par value
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 or 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. [X]
Exhibit Index begins at page 20.
1
<PAGE>
PART 1
The aggregate market value as of September 21, 2000 of the registrant,
held by non-affiliates of the registrant was $ 3,615, calculated on the basis of
the last reported trade on June 29, 2000. On that date one trade was reported of
1,000 shares at $.001 per share on the National Association of Securities
Dealers Bulletin Board.
The number of shares outstanding of the registrant's Common Stock as of
September 21, 2000 was 3,614,710.
2
<PAGE>
Item 1. Business
------- --------
On October 3, 1990, GVC Venture Corp. (the "Company"), through its
wholly owned subsidiary Preston Engravers, Inc. ("Preston"), completed the
purchase of the assets of the Preston Engravers' Division of Quincy
Technologies, Inc. Preston was engaged in the manufacture of rotary cutting die
tools. Unless otherwise indicated herein, references to the Company include the
Company's subsidiaries. On August 27, 1993, Preston sold substantially all of
its operating assets to Roto-Die Company, Inc. ("Roto-Die") and Roto-Die assumed
certain of Preston's liabilities.
The Company currently engages in no operating activities other than
seeking potential opportunities for an acquisition, sale, merger or liquidation.
Management, while it looks at many opportunities, investigated at length two
possible opportunities. Neither of these resulted in any meeting of the minds
and all activity with respect to these two appears to have ceased.
Employees
---------
The Company currently has no full time employees.
Executive Officers of the Registrant
------------------------------------
Name Position Presently Held with Company
-------------------- ------------------------------------
Russell Banks Chairman of the Board of Directors
(Chief Executive Officer) and Director
Gordon L. Banks President and Director
Marc J. Hanover Vice President Finance, Secretary and
Treasurer (Principal Chief Financial Officer and
Accounting Officer)
Russell Banks, 81, has served as the Company's Chief Executive Officer
since its inception, first as President of the Company until June 1988 and since
then as Chairman of the Board of Directors. From 1961 through June 8, 1995, Mr.
Banks's principal occupation was as President, Chief Executive Officer and a
Director of Grow Group, Inc. Imperial Chemical Industries PLC ("ICI") acquired
Grow Group, Inc, by means of a cash tender offer in June 1995. Mr. Banks had
been retained as a consultant to ICI for a year.
Gordon L. Banks, 45, has served as President of the Company since June
1988, after service as Vice President of the Company since its inception.
Marc J. Hanover, 50, has served as Vice President Finance, Treasurer
and Chief Financial Officer of the Company since its inception.
None of the above Officers have received any remuneration from the
Company since December 1993 and devote only a minimal amount of time to the
affairs of the Company other than seeking potential opportunities, etc.
3
<PAGE>
Item 2. Properties
------- ----------
The Company's mailing address is 425 East 58th Street, Suite 31C, New
York, NY 10022-2300.
Item 3. Legal Proceedings
------- -----------------
The Company is not aware of, nor is it a party to, any legal
proceeding.
Item 4. Submission of matters to a Vote of Security Holders
------- ---------------------------------------------------
No matters were submitted to shareholders during the twelve months
ended June 30, 2000.
PART II
Item 5. Market for Registrant's Common Equity and related Stockholder Matters
------- ---------------------------------------------------------------------
The Company's Common Stock was quoted through the National Association
of Securities Dealers Automated Quotations Systems (NASDAQ) under the symbol
GPAX until August 6, 1992, at which time it was deleted from such system for
failure to meet NASDAQ's minimum bid requirements. The Company is currently
quoted on the NASDAQ Bulletin Board. The following table sets forth the high and
low bid prices for the Company's Common Stock for each quarterly period during
the two fiscal years ended June 30, 2000 and 1999, as reported by the Bulletin
Board. The prices are without markups, markdowns or commissions.
Fiscal 2000 High Low
----------- ---- ---
First Quarter No trades reported for the Quarter
Second Quarter 1)
Third Quarter 2)
Fourth Quarter 3)
Fiscal 1999
-----------
First Quarter No trades reported for the Quarter
Second Quarter No trades reported for the Quarter
Third Quarter No trades reported for the Quarter
Fourth Quarter No trades reported for the Quarter
1) During the Second Quarter there were trades on seven occasions. The high
price was $ .125 per share and the low price was $ .001 per share.
2) During the Third Quarter there were trades on three occasions. The high
price was $ .02 per share and the low price was $. 01 per share.
3) During the Fourth Quarter there were trades on five occasions. The high
price was $ .01 per share and the low price was $ .001 per share.
To date the Company has not paid any cash dividends, and it is not
anticipated that dividends will be paid in the foreseeable future.
As of September 21, 2000, there were approximately 3,889 holders on record
of the Company's Common Stock.
4
<PAGE>
Item 6. Selected Financial Data
------- -----------------------
The following table sets forth selected financial information relating
to the consolidated results of operations and financial position of the Company
and its subsidiaries for each of the five years ended June 30, 2000. These
statements should be read in conjunction with the Consolidated Financial
Statements of the Company and notes thereto contained in Item 8 of this Report.
<TABLE>
<CAPTION>
For the Year Ended June 30,
------------ ---------- ---------- ---------- ----------
2000 1999 1998 1997 1996
------------ ---------- ---------- ---------- ----------
(In thousands except per share data)
Statement of
Operations Data
---------------
<S> <C> <C> <C> <C> <C>
Revenues (1) - - - - -
Loss from Continuing Operations $ (37) $ (39) $ (33) $ (31) $ (31)
Loss from Discontinued Operations - - - - -
----------------------------------------------------
Net Loss $ (37) $ (39) $ (31) $ (31) $ (31)
Per Share Data:
Basic and Diluted Loss from
Continuing Operations $ (.01) $(.01) $(.01) $(.01) $(.01)
Basic and Diluted Loss from
Discontinued Operations - - - - -
----------------------------------------------------
Net Loss (2) $ (.01) $(.01) $(.01) $(.01) $(.01)
As of June 30,
------------ ---------- ---------- ---------- ----------
2000 1999 1998 1997 1996
------------ ---------- ---------- ---------- ----------
Balance Sheet Data
------------------
Total Assets $ 56 $ 38 $ 74 $ 1 $ 17
Total Stockholders' Equity/(Deficit) 32 19 58 (53) (28)
Book Value per Share $.01 $.01 $.02 - -
</TABLE>
--------------------------------------------
(1) After fiscal 1994 to date, the Company continues to have no revenues as it
is engaged in no operating activities.
(2) Based upon the weighted average shares of Common Stock outstanding of
3,198,043 in 2000, 3,114,710 in 1999, 3,008,176 shares in 1998, 2,439,523
shares in 1997, and 2,421,532 shares in 1996.
5
<PAGE>
Item 7. Management's Discussion and Analysis of Financial
------- Condition and Results of Operations
-----------------------------------
The following discussion and analysis should be read in conjunction
with the Consolidated Financial Statements and notes thereto contained in Item 8
of this Report.
General
-------
On October 3, 1990, the Company, through its Preston subsidiary,
completed the acquisition of the assets of the Preston Engravers' Division of
Quincy Technologies Inc. for $1,561,000. Subsequent to the year ended June 30,
1993, Preston sold on August 27, 1993 substantially all of its assets and
certain of its liabilities to Roto-Die.
See "Item 1 - Business" and Note A to Consolidated Financial Statements.
Results of Operations
---------------------
Fiscal 2000 compared to Fiscal 1999
-----------------------------------
Corporate expenses of $37,000 decreased by $2,000 over fiscal 1999 as a result
of lower expenses relating to being a public company.
Fiscal 1999 compared to Fiscal 1998
-----------------------------------
Corporate expenses of $39,000 increased by $6,000 over fiscal 1998 as a result
of higher state and local franchise taxes.
Liquidity and Capital Resources
-------------------------------
During fiscal 2000, the Company had a positive cash flow of $18,000 as
a result of a $ 50,000 investment in the Company by one investor and the
Chairman of the Board and an increase in accounts payables of $5,000. This was
partially offset by the need to fund the loss of $ 37,000.
The Company intends to reactivate its search for potential business
opportunities and it believes it has sufficient assets to initiate such a
search.
Under the arrangement with Palisade Investors, Palisade Investors has
the right to designate two (2) Directors, which Palisade Investors has not done.
In addition, certain registration rights have been granted to Palisade Investors
and to Mr. Russell Banks in connection with the shares issued for their
investment.
The Company currently engages in no operating activities.
Effect of Year 2000 Issue
-------------------------
The Company completed the conversion of its computer system in July of
1999 at a cost of approximately $2,000.
6
<PAGE>
Item 8. Financial Statements and Supplementary Data
------- -------------------------------------------
The following consolidated financial statements of the Company
identified below are contained in this report on the pages indicated:
<TABLE>
<CAPTION>
Page
----
<S> <C>
Report of Independent Auditors 8
Consolidated Financial Statements:
Consolidated Balance Sheets as of June 30,
2000 and 1999........................... 9
Consolidated Statements of Operations for the
years ended June 30, 2000, 1999 and 1998..... 10
Consolidated Statements of Stockholders' Equity
(Deficit) for the years ended June 30, 2000, 1999
and 1998................................. 11
Consolidated Statements of Cash Flows for the
years ended June 30, 2000, 1999, and 1998..... 12
Notes to Consolidated Financial Statements.... 13
</TABLE>
All other schedules for which provision is made in the applicable accounting
regulation of the Securities Exchange Commission are not required under the
related instructions or are inapplicable and, therefore, have been omitted.
7
<PAGE>
REPORT OF INDEPENDENT AUDITORS
The Board of Directors and Shareholders
GVC Venture Corp. and Subsidiaries
We have audited the accompanying consolidated balance sheets of GVC Venture
Corp. and subsidiaries (collectively, the "Company") as of June 30, 2000 and
1999, and the related consolidated statements of operations, stockholders'
equity (deficit), and cash flows for each of the three years in the period ended
June 30, 2000. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with accepted auditing standards generally
accepted in the United States. Those standards require that we 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. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of GVC Venture Corp.
and subsidiaries at June 30, 2000 and 1999, and the results of their operations
and their cash flows for each of the three years in the period ended June 30,
2000 in conformity with accounting principles generally accepted in the United
States.
/S/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
New York, New York
August 15, 2000
8
<PAGE>
GVC VENTURE CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
June 30,
2000 1999
---- ----
(In thousands, except share data)
Assets
Current Assets
<S> <C> <C>
Cash and cash equivalents $ 55 $ 37
Prepaid expenses and other current
assets 1 1
---------- ----------
Total Current Assets 56 38
Machinery & Equipment at cost - 3
Less allowances for depreciation - (3)
---------- ----------
Net Machinery & Equipment - -
---------- ----------
Total Assets $ 56 $ 38
========= ==========
Liabilities and Stockholders' Equity (Deficit)
----------------------------------------------
Current Liabilities
Accounts payable and accrued expenses $ 24 $ 19
---------- ----------
Total Current Liabilities $ 24 $ 19
Stockholders' Equity (Deficit)
Common Stock - $.10 par value; 10,000,000 shares authorized
3,614,710 shares and 3,114,710 shares issued and
outstanding in 2000 and 1999, respectively 361 311
Paid-in capital 1,814 1,814
Accumulated Deficit (2,143) (2,106)
---------- ----------
Total Stockholders' Equity (Deficit) 32 19
---------- ----------
Total Liabilities & Stockholders' Equity (Deficit) $ 56 $ 38
========== ==========
</TABLE>
See Notes to Consolidated Financial Statements.
9
<PAGE>
GVC VENTURE CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
YEAR ENDED JUNE 30,
2000 1999 1998
(In thousands except share data)
<S> <C> <C> <C>
Corporate Office Expenses $ 38 $ 40 $ 35
Other (income)/expense:
Interest (income)/expense, net (1) (1) (2)
-----------------------------
NET LOSS $ (37) (39) (33)
BASIC AND DILUTED
LOSS PER SHARE $ (.01) $ (.01) $ (.01)
=============================
Weighted Average Number of Common
Shares Outstanding 3,198,043 3,114,710 3,008,176
</TABLE>
See Notes to Consolidated Financial Statements.
10
<PAGE>
GVC VENTURE CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
---------------------------------------------------------
<TABLE>
<CAPTION>
-------------- ------------- ---------------
Common Paid-in Accumulated
Stock Capital Deficit
-------------- ------------- ---------------
(In thousands)
----------------------------------------------
<S> <C> <C> <C>
Balance at June 30, 1997 $ 246 $ 1,735 $ (2,034)
Net Loss (33)
Purchase of 454,545 shares by one investor
and 202,272 shares by the Chairman of the Board 65 79 0
--------------------------------------------
Balance at June 30, 1998 $ 311 $ 1,814 $ (2,067)
Net Loss (39)
--------------------------------------------
Balance at June 30, 1999 $ 311 $ 1,814 $ (2,106)
Net Loss (37)
Purchase of 250,000 shares each by one investor
and the Chairman of the Board, respectively 50 0 0
--------------------------------------------
Balance at June 30, 2000 $ 361 $ 1,814 $ (2,143)
============================================
</TABLE>
See Notes to Consolidated Financial Statements.
11
<PAGE>
GVC VENTURE CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
----------- ----------- ---------
June 30,
2000 1999 1998
----------- ----------- ---------
(In thousands)
---------------------------------
OPERATING ACTIVITIES:
<S> <C> <C> <C>
Net Loss $ (37) $ (39) $ (33)
Adjustment to reconcile net loss to net
Cash provided (used) by operating activities:
Depreciation - - -
Changes in operating assets and
Liabilities - net:
(Increase)/decrease in accounts receivable - - -
(Increase)/decrease in prepaid expenses,
other current assets and other assets - - (1)
Increase/(decrease) in accounts payable,
accrued expenses and other current liabilities 5 3 (38)
--------------------------------------------
NET CASH PROVIDED (USED) BY OPERATING
ACTIVITIES (32) (36) (72)
INVESTING ACTIVITIES
Write-off of machinery and equipment - - -
--------------------------------------------
NET CASH PROVIDED (USED) BY INVESTING
ACTIVITIES - - -
FINANCING ACTIVITIES
Purchase of the Company's common stock by
one investor and the Chairman of the Board of Directors 50 - 144
--------------------------------------------
NET CASH PROVIDED (USED) BY FINANCING
ACTIVITIES - - 144
--------------------------------------------
INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS 18 (36) 72
CASH AND CASH EQUIVALENTS AT BEGINNING
OF YEAR 37 73 1
--------------------------------------------
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 55 $ 37 $ 73
============================================
Supplemental Schedule of Cash Flow Information:
-----------------------------------------------
Interest and Income Taxes paid were as follows:
(In thousands)
Interest $ 0 $ 0 $ 0
============================================
Income Taxes $ 7 $ 8 $ 5
============================================
</TABLE>
See Notes to Consolidated Financial Statements.
12
<PAGE>
GVC VENTURE CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
Note A - Accounting Policies and Basis of Presentation
------------------------------------------------------
Basis Of Presentation: On October 3, 1990, GVC Venture Corp. (the "Company"),
through its wholly owned subsidiary Preston Engravers, Inc. ("Preston"),
completed the purchase of the assets of the Preston Engravers' Division of
Quincy Technologies, Inc. Preston was engaged in the manufacture of rotary
cutting die tools. Unless otherwise indicated herein, references to the Company
include the Company's subsidiaries. On August 27, 1993, Preston sold
substantially all of its operating assets to Roto-Die Company, Inc. ("Roto-Die")
and Roto-Die assumed certain of Preston's liabilities.
The Company currently engages in no operating activities other than seeking
potential opportunities for an acquisition, sale, merger or liquidation.
Consolidated: The Consolidated Financial Statements include the accounts of the
Company and its subsidiaries. Significant intercompany transactions and accounts
have been eliminated in consolidations.
Income Taxes: The Company has operating loss carryforwards of $ 12,203,000 which
expire as follows; $110,000 --2002; $4,025,000 -- 2003; $5,161,000 -- 2004;
$499,000 -- 2005; $329,000 -- 2006; $301,000 -- 2007; $571,000 -- 2008; $929,000
-- 2009; $99,000 -- 2010; $34,000 -- 2011; $34,000 -- 2012; $34,000 -- 2013,
$40,000 -- 2014 and $37,000 -- 2015.
A full valuation allowance has been recorded as a reserve against deferred tax
assets due to the Company's history of operating losses.
Depreciation: Depreciation is computed principally by the straight-line method
over the estimated useful lives of the assets.
Net Loss Per Share: During the fourth quarter of fiscal 1998, the Company
adopted Statement of Financial Accounting Standards No. 128, "Earnings Per
Share", the effect of which was not significant. Basic and diluted loss per
share is based on the weighted average number of shares outstanding in fiscal
2000, 1999 and 1998. Basic and diluted loss per share are equivalent for all
periods presented, as there is a loss from operations in each period.
Cash Equivalents: The Company considers all highly liquid investments with a
maturity of three months or less when purchased to be cash equivalents.
Note B - Commitments and Contingencies:
---------------------------------------
Rental expenses for leases for continuing operations was $0, $0 and $0
in 2000, 1999 and 1998, respectively. Future minimum rental commitments at June
30, 2000 were $0.
Note C - Accounts Payable and Accrued Expenses
----------------------------------------------
Accounts payable, accrued expenses and other current liabilities
consist of the following:
June 30, June 30,
2000 1999
---- ----
(In thousands)
------------------------
Trade creditors $ 2 $ 3
Professional fees 9 8
State & Local Taxes 13 8
------ -------
Total $ 24 $ 19
====== ======
13
<PAGE>
Note D - Warrants
-----------------
The Company had warrants outstanding entitling a holder to purchase
155,446 shares of the Company's common stock for $.76 per share. The warrants
expired on June 30, 1998.
Note E - Incentive Plan
-----------------------
The Company has an incentive plan covering 1,250,000 shares of its
common stock for restricted stock awards and stock options.
For the year ended June 30, 1998 no options to purchase common stock
were granted. In fiscal 1999 options to purchase 10,000 shares were granted. No
options were granted during fiscal 2000. At June 30, 2000, there were options to
purchase 10,000 shares issued and outstanding at an exercise price of $.22 per
share.
Note F - Quasi Reorganization
-----------------------------
In 1990, the Company established a new basis for accounting for assets,
liabilities and stockholders' equity. There were no changes in the historical
asset values of the Company as fair values were not significantly different and,
as a result, the paid-in-capital and the deficit of the Company were reduced by
$26,070,000.
Item 9. Changes in and Disagreements with Accountants on
------- Accounting and Financial Disclosures.
------------------------------------------------
None
Part III
Item 10. Directors and Executing Officers of the Registrant .
-------- ------------------------------------------------------
<TABLE>
<CAPTION>
The following information is given with
respect to each director and executive
officer of the company.
Position presently held with Company.
-------------------------------------
<S> <C>
Russell Banks Chairman of the Board of Directors (Chief Executive Officer)
and Director
John J. Hoey Director
Cornelius J. Reid, Jr. Director
Gordon L. Banks President and Director
Marc J. Hanover Vice President Finance, Secretary and Treasurer and Chief Financial
Officer
</TABLE>
Russell Banks, 81, has served as the Company's Chief Executive Officer
since its inception, first as President of the Company until June 1988 and since
then as Chairman of the Board of Directors. From 1961 through June 8, 1995, Mr.
Banks's principal occupation was as President, Chief Executive Officer and a
Director of Grow Group, Inc. Imperial Chemical Industries PLC ("ICI") acquired
Grow Group, Inc, by means of a cash tender offer in June 1995. Mr. Banks had
been retained as a consultant to ICI for a year.
14
<PAGE>
Gordon L. Banks, 45, has served as President of the Company since June
1988, after service as Vice President of the Company since its inception.
John J. Hoey, 61, was President, Chief Executive Officer and Director
of Hondo Oil & Gas Inc. ("Hondo"), a publicly quoted oil and gas company, until
it was merged into Lonmin, Plc. (UK) on December 23, 1998. He became a Director
of Hondo in June 1993 and CEO on December 1, 1993. He is also the President of
Beneficial Capital Corp., which wholly owns, controls, or has a significant
equity interest in public and private oil and gas companies, proprietary
schools, brew pubs, etc. He has been a Director of Beneficial Capital Corp. for
more than the past five years. Mr. Hoey also served as President and a director
of Atlantic Refining and Marketing Corp., a marketer of refined petroleum
products, for more than five years prior to its sale to Sun Company in November
1988 and Atlantic Fuels Marketing Corp. (formerly Ultramar Petroleum Inc.) prior
to its liquidation and sale of operating divisions in 1991.
Cornelius J. Reid., 76, has, since November 1989, been Vice Chairman of
AON Insurance Services of New York and, for more than five years prior thereto
was Chairman, Chief Executive Officer and a Director of Rollins Hudig Hall of
New York, Inc. (formerly Rollins Burdick Hunter), an insurance brokerage firm.
Rollins Hudig Hall provides insurance brokerage services for the Company.
Marc J. Hanover, 50, has served as Vice President Finance, Treasurer
and Secretary and Chief Financial Officer of the Company since its inception.
Gordon L. Banks is the son of Russell Banks. Marc J. Hanover is the
nephew of Russell Banks' wife. None of the other directors or officers are
related.
Pursuant to a Warrant Agreement entered into between Grow (since
acquired by "ICI") and the Company in connection with the distribution on June
17, 1987 of the Company's common stock by Grow to its shareholders, the Company
has agreed to use its best efforts to cause Russell Banks (or, if he no longer
is an Officer of Grow, a person approved by Grow) to be nominated and elected to
serve on the Company's Board of Directors. This obligation continues so long as
Grow holds the warrant issued under the Warrant Agreement or shares issued upon
the exercise of such warrants representing in the aggregate at least 5% of the
outstanding Common Stock of the Company. In addition, in view of Grow's
investment in the Company (including capital contributions and the foregoing
warrant), and to provide continuity of management, the Board of Directors of
Grow and the Company have requested Russell Banks to serve as Chief Executive
Officer of the Company and to spend a portion of his time in the management of
the Company. The Warrant expired on June 30, 1998 and accordingly the company
believes that Grow (and/or ICI) no longer has any rights or interest in the
matter discussed above.
15
<PAGE>
Item 11. Executive Compensation
--------
Set forth below is information pertaining to the compensation awarded
by the Company to its executive officers in fiscal 1999 and 2000.
<TABLE>
<CAPTION>
Summary Compensation Table
--------------------------
Long Term Compensation
----------------------
Annual Compensation Awards Payouts
---------------- -------- ---------- -------- ----------- ---------- ------------ --------- ------------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
---------------- -------- ---------- -------- ----------- ---------- ------------ --------- ------------
Other Re-
Annual stricted All Other
Name and Compen- Stock LTIP Compen-
Principal Salary * Bonus sation Awards Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
---------------- -------- ---------- -------- ----------- ---------- ------------ --------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Russell
Banks 1998 0 0 0 0 0 0 0
Chairman 1999 0 0 0 0 0 0 0
2000 0 0 0 0 0 0 0
Gordon
Banks 1998 0 0 0 0 0 0 0
President 1999 0 0 0 0 0 0 0
2000 0 0 0 0 0 0 0
Marc
Hanover 1998 0 0 0 0 0 0 0
VP Finance 1999 0 0 0 0 0 0 0
2000 0 0 0 0 0 0 0
---------------- -------- ---------- -------- ----------- ---------- ------------ --------- ------------
</TABLE>
* No salaries have been paid since December 1993.
Aggregated Option Exercises in Last Fiscal Year and August 28, 1999 Option
Values
<TABLE>
<CAPTION>
------------------------ ------------- ----------- ------------------------- ----------------
(a) (b) (c) (d) (e)
------------------------ ------------- ----------- ------------------------- ----------------
Number of Unexercised Value of
Options at August 28, Unexercised
2000 (#) In-the-Money
Options at
August 28,
2000 ($)
------------------------ ------------- ----------- ------------------------- ----------------
Name and Principal Shares Value Exercisable/
Position Acquired On Realized Unexercisable
Exercise(#) ($)
------------------------ ------------- ----------- ------------------------- ----------------
<S> <C> <C> <C> <C>
Russell Banks 0 0 0 0
Chairman
Gordon Banks 0 0 0 0
President
Marc Hanover 0 0 10,000 0
VP Finance
------------------------ ------------- ----------- ------------------------- ----------------
</TABLE>
No options have been exercised and there are 10,000 options outstanding at $.22
per share.
16
<PAGE>
Standard Remuneration of Directors
The Company has discontinued its practice of paying non-employee
directors an annual retainer of $5,000 and a fee of $500 for participating in
each Board or Committee meeting. It is anticipating that the payment of such
retainer and fees will be resumed after the Company has acquired a business. All
directors are reimbursed for expenses incurred in attending Board and Committee
meetings.
Item 12. Security Ownership of Certain Beneficial Owners
-------- and Management
-----------------------------------------------
The following table sets forth information, at September 21, 2000 as to
the only person (including any "group" as the term is used in Section 13(d)(3)
of the Securities Exchange Act of 1934, as amended) known by the Company to own
beneficially more than five percent of the outstanding shares of Common Stock of
the Company, its only class of voting securities:
<TABLE>
<CAPTION>
Amount and Nature
Name of Beneficial Percent
Title of Class Beneficial Owner Ownership of Class (1)
-------------- -------------------------------------------------------------------------
<S> <C> <C>
Common Stock Palisade Investors LLC 704,545 19.5%
1 Bridge Plaza
Fort Lee, NJ 07024
Common Stock Russell Banks 644,156(2) 17.8%
14 East 75th Street
New York, NY 10021
Common Stock Gordon L. Banks 249,808 6.9%
25 Fifth Avenue
New York, NY 10003
Common Stock Marc J. Hanover 159,149 4.4%
425 East 58th Street
New York, NY 10022
</TABLE>
---------------------------------
(1) Percent of class for the named person assumes the issuance of the
shares subject to the exercisable portion of the options or warrants
held by such person but not other stock issuances (other than presently
outstanding stock).
(2) Includes 294,156 shares of common stock owned by two trusts of which
Mr. Banks is the trustee.
17
<PAGE>
The following table sets forth information, at September 21, 2000, as
to the beneficial ownership of the Company's Common Stock by (i) each director
of the Company, (ii) directors and officers of the Company as a group:
<TABLE>
<CAPTION>
Amount and Nature
Name of of Beneficial Percent
Beneficial Owner Ownership (1) . of Class (2)
------------------ ------------------------- ------------
<S> <C> <C>
Russell Banks 644,156 (3) 17.8%
Gordon Banks 249,808 6.9%
John J. Hoey 22,727 .6%
Cornelius J. Reid, Jr. 22,840 .6%
Directors and officers as a group
(5 persons, including the above) 1,098,680 (4) 30.3%
---------------------------------
</TABLE>
(1) Unless otherwise noted, the beneficial owner has sole voting and
investment power.
(2) Percent of class for the named person assumes the issuance of the
shares subject to the exercisable portion of the options or warrants
held by such person but not other stock issuances (other than presently
outstanding stock).
(3) Includes 294,156 shares of common stock owned by two trusts of which
Mr. Banks is the trustee.
(4) Includes the shares reflected in footnotes 3 and 4.
Item 13. Certain Relationships and Related Transactions
None
18
<PAGE>
Item 14. Exhibits, Financial Statement Schedules, and Reports
-------- On Form 8-K
----------------------------------------------------
(a) (1) Financial Statements .
------------------------------
The Consolidated Financial Statements of the Company identified below
are contained in Item 8 of this Report on the pages indicated:
<TABLE>
<CAPTION>
Sequential
Page No.
--------
<S> <C>
Report of Independent Auditors......................... 8
Consolidated Financial Statements:
Consolidated Balance Sheets - June 30,
2000 and 1999......................... 9
Consolidated Statements of Operations -
Years ended June 30, 2000, 1999 and 1998.... 10
Consolidated Statements of Stockholders'
(Deficit) - years ended June 30, 2000, 1999
and 1998................................. 11
Consolidated Statements of Cash Flows -
Years ended June 30, 2000, 1999, and 1998.... 12
Notes to Consolidated Financial Statements.... 13
(a) (2) Financial Statement Schedules
---------------------------------------
</TABLE>
The schedules for which provision is made in the applicable accounting
regulation of the Securities and Exchange Commission are not required under the
related instructions or are inapplicable and, therefore, have been omitted.
19
<PAGE>
Exhibits
--------
++2.1 Purchase Agreement dated as of August 29, 1990 by and among
Quincy Technologies, Inc. and Preston Acquisition Inc.
(Exhibit 2.1)
^2.2 Purchase Agreement dated as of August 27, 1993 by and between
Preston and Roto-Die (Exhibit 2.2)
*3.1 Restated Certificate of Incorporation of the Company. (Annex C
to the company's information as part or its registration of
securities on Form 10)
+3.2 By Laws of the Company, as amended (Exhibit 3.2).
*4.1 Certificate of Common Stock, par value $.10 per share, of the
Company (Exhibit 4.1).
X10.1 Warrant Agreement dated June 1, 1987 between Grow and the
Company (Exhibit 10.1).
!10.2 Form of Subordinated Convertible Debenture issued by Preston,
a subsidiary of the Registrant (Exhibit 10.2).
!10.3 Form of equipment lease between Preston, a subsidiary of the
Registrant and Lessor (Exhibit 10.3).
!10.4 Registrant's Executive Incentive Plan, as amended (Exhibit
10.4).
(b) Reports on Form 8-K
-------------------
On September 9, 1993 the Company filed a current Report on
Form 8-K disclosing under Item 2 the Disposition of Certain
Assets.
+ Filed as the parenthetically indicated exhibit to Company's
Annual Report on Form 10-K for the year ended June 30, 1990,
File No. 0-15862.
* Filed as the parenthetically indicated exhibit to Amendment
No. 1 to the Company's Registration of Securities on Form 10,
File 10, File No. 0-15862
X Filed as the parenthetically indicated exhibit to the
Company's Annual Report on Form 10-K for the year ended June
30, 1987, File No. 0-15862.
++ Filed as the parenthetically indicated exhibit to the
Company's current report on Form 8-K dated on or about October
3, 1990, File No. 0-15862.
! Filed as the parenthetically indicated exhibit to the
Company's Annual Report on Form 10-K for the year ended June
30, 1992.
^ Filed as the parenthetically indicated exhibit to the
Company's registration on Form 8-K dated September 9, 1993.
20
<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.
GVC VENTURE CORP.
Dated: September 21, 2000 By: /s/Russell Banks
--------------------
Russell Banks, Chairman
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/Russell Banks
--------------------
Russell Banks, Chairman of the
Board of Directors (Principal
Executive Officer) and Director
Date: September 21, 2000
By: /s/Gordon Banks
--------------------
Gordon Banks, President
and Director
Date: September 21, 2000
By: /s/Marc Hanover
-------------------
Marc Hanover, Vice-President
Finance and Treasurer (Principal
Chief Financial Officer and
Accounting Officer
Date: September 21, 2000
By: /s/John J. Hoey
--------------------
John J. Hoey, Director
Director
Date: September 21, 2000
By: /s/Cornelius J. Reid, Jr.
-----------------------------
Cornelius J. Reid, Jr.
Director
Date: September 21, 2000
21
<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.
GVC VENTURE CORP.
Dated: September 21, 2000
-------------------------
Russell Banks, Chairman
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.
-------------------------
Russell Banks, Chairman of the
Board of Directors (Principal
Executive Officer) and Director
Date: September 21, 2000
-------------------------
Gordon Banks, President
and Director
Date: September 21, 2000
-------------------------
Marc Hanover, Vice-President
Finance and Treasurer (Principal
Chief Financial Officer and
Accounting Officer
Date: September 21, 2000
-------------------------
John J. Hoey, Director
Director
Date: September 21, 2000
-------------------------
Cornelius J. Reid, Jr.
Director
Date: September 21, 2000
22
