<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
/_/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
OR
/X/ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the transition period from April 1, 1998 to
December 31, 1998
Commission file number 0-15946
DELPHI INFORMATION SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware 77-0021975
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification Number)
3501 Algonquin Road
Rolling Meadows, Illinois 60008
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (847) 506-3100
Securities registered pursuant to Section 12 (b) of the Act:
None
Securities registered pursuant to Section 12 (g) of the Act:
Title of each class
----------------------
Common Stock, par value $0.10 per share
Preferred Share Purchase Rights
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 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 the
Form 10-K. / /
As of March 31, 1999, the number of shares of Common Stock outstanding was
8,119,089. As of such date, the aggregate market value of Common Stock held by
nonaffiliates, based upon the last sale price of the shares as reported on the
NASDAQ SmallCap Market System on such date, was approximately $51,802,000.
Documents Incorporated by Reference: None
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The directors of the Company are as follows:
Yuval Almog, 49, was elected a director of the Company in September 1991 and was
elected Chairman of the Board of Directors on November 30, 1993. Mr. Almog is
President of Coral Group, Inc. and Managing Partner of its venture capital
partnerships. He joined the Coral Group in 1986 and became its Managing Partner
in 1991. Mr. Almog is Chairman of the Board of Directors of BayStone Software,
Inc. and is also a director of CallConnect Communications, Inc., Friendly
Machines, GGC Networks, Inc., Optical Solutions, Inc., Teltech Resource Network
Corp. and Tricord Systems, Inc.
William R. Baumel, 31, was appointed a director of the Company on July 15, 1996.
Mr. Baumel is a partner with Coral Group, where he specializes in information
services and technology investing. He joined Coral Group in 1996. From 1994 to
1996, Mr. Baumel held various positions with the Private Markets Group of
Brinson Partners, Inc., an institutional money manager. His last position with
Brinson Partners' Private Market Group was as portfolio manager. Mr. Baumel held
a marketing position with Proctor & Gamble, a consumer products company, during
1993, and from 1990 to 1992, was a certified public accountant and consultant
with Deloitte & Touche, an international accounting and consulting firm.
Larry G. Gerdes, 50, was elected a director of the Company in 1985. Since 1991,
Mr. Gerdes has been Chief Executive Officer of Transcend Services, Inc. (NASDAQ
- - TRCR), a provider of outsourced services to hospitals in the health management
area. Mr. Gerdes is also a director of Transcend Services, Inc. Prior to
Transcend, Mr. Gerdes spent over 14 years in various executive capacities at HBO
& Company (NASDAQ - HBOC), including serving as Chief Financial Officer of HBO &
Company and as CEO of Medical Systems Support, Inc., a wholly owned subsidiary
of HBO & Company. Since 1983 Mr. Gerdes has been a general partner of Sand Hill
Financial Company, a venture capital partnership located in Palo Alto,
California. Additionally, since 1991 Mr Gerdes has been a general partner in
Gerdes Huff Investments, a private investment partnership located in Atlanta.
Max Seybold, 38, joined the Company in January 1998 as Senior Vice
President-Professional Services and was named President and Chief Executive
Officer in February 1998. In March 1998, Mr. Seybold was elected to the Board of
Directors. Prior to joining the Company, Mr. Seybold held the position of
President and Chief Executive Officer for Mindware/BPR, Inc. of Waltham,
Massachusetts, an international technology consulting firm. Prior to joining
Mindware/BPR Mr. Seybold founded software/professional services firms based in
Switzerland and Germany. Mr. Seybold holds a Masters of Business Administration
in Strategic Management and Information Technology from
Friedrich-Alexander-University in Nuernberg, Germany.
2
<PAGE>
In September 1998, the board of directors of the Company accepted the
resignation of Reid E. Simpson, Senior Vice-President and Chief Financial
Officer. While the Company conducted a search for a successor, the board of
directors named the Company's Controller, David J. Vock, acting Chief Financial
Officer. In November 1998, the Company announced the appointment of Edward J.
O'Connell to the positions of Senior Vice President - Finance & Administration,
Chief Financial Officer and Secretary.
The executive officers of the Company are as follows:
<TABLE>
<CAPTION>
Name Age Position
- ---- --- --------
<S> <C> <C>
Max Seybold 38 President, Chief Executive Officer
Robin Raina 32 Executive Vice President, Chief Operating Officer
Edward J. O'Connell 46 Senior Vice President-Finance & Administration,
Chief Financial Officer and Secretary
</TABLE>
The executive officers of the Company are elected annually by the Board.
Max Seybold joined the Company in January 1998 as Senior Vice
President-Professional Services and was named President and Chief Executive
Officer in February 1998. In March 1998, Mr. Seybold was elected to the Board of
Directors. Prior to joining the Company, Mr. Seybold held the position of
President and Chief Executive Officer for Mindware/BPR, Inc. of Waltham,
Massachusetts, an international technology consulting firm. Prior to joining
Mindware/BPR Mr. Seybold founded software/professional services firms based in
Switzerland and Germany. Mr. Seybold holds a Masters of Business Administration
in Strategic Management and Information Technology from
Friedrich-Alexander-University in Nuernberg, Germany.
Robin Raina joined the Company in October, 1997 as Vice President-Professional
Services and was promoted to Senior Vice President - Sales and Marketing in
February 1998. Mr. Raina was promoted to Executive Vice President, Chief
Operating Officer in December, 1998. Prior to joining the Company, Mr. Raina
held senior management positions for Mindware/BPR serving in Asia and North
America. While employed by Mindware/BPR, an international technology consulting
firm, Mr. Raina was responsible for managing projects for multinational
corporations including setting-up offshore laboratories, building intranets,
managing service bureaus and support centers, providing custom programming, and
year 2000 conversions. Mr. Raina holds an Industrial Engineering degree from
Thapar University in Punjab, India.
Edward J. O'Connell joined the Company in December, 1998 as Senior Vice
President-Finance & Administration, Chief Financial Officer and Secretary. Prior
to joining the Company, from 1995 to 1998, Mr. O'Connell was Chief Operating
Officer of Keck, Mahin & Cate, a professional services partnership which filed
for Chapter 11 protection in 1997. Mr. O'Connell was Senior Vice President,
Finance and Chief Financial Officer of GenDerm Corporation, a pharmaceutical
company, from 1991 to 1995 and was Executive Vice President - Finance and
Administration and Chief Financial Officer of Union Special Corporation, an
international manufacturer of industrial sewing equipment from 1981 to 1991. Mr.
O'Connell is a CPA and spent seven years with a Big Five public accounting firm.
Mr. O'Connell received a BBA in Accounting from the University of Notre Dame in
1974.
3
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Compensation Committee are Messrs. Almog and Gerdes. None of
the executive officers of the Company serves on the board of directors of
another company in any instance where an executive officer of the other company
serves on the Board of Directors.
COMPLIANCE WITH SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's officers, directors and
persons who beneficially own more than ten percent of a registered class of the
Company's equity securities to file with the SEC reports of securities ownership
on Form 3 and changes in such ownership on Forms 4 and 5. Officers, directors
and more-than-ten-percent beneficial owners also are required by rules
promulgated by the SEC to furnish the Company with copies of all such Section
16(a) reports that they file. Based solely upon a review of the copies of Forms
3, 4, and 5 furnished to the Company, the Company believes that during the
period from March 31, 1998, through December 31, 1998 the following persons
failed to file on a timely basis, as disclosed in the above Forms, reports
required by Section 16(a) of the Exchange Act:
As previously reported on Form 10-Q for the six months ended September 30, 1998,
during September 1998, the board of directors of the Company accepted the
resignation of Reid E. Simpson, Senior Vice-President and Chief Financial
Officer. During November 1998, the Company announced that Edward J. O'Connell
had been named to the position. While the Company conducted a search for a
successor to Mr. Simpson, the board of directors named the Company's Controller,
David J. Vock, acting Chief Financial Officer. Prior to being named acting Chief
Financial Officer, Mr Vock had been awarded options to purchase 12,000 shares of
common stock under the 1996 Stock Incentive Plan. Mr. Vock reported his
appointment to acting Chief Financial Officer and his options in a timely filed
Form 5.
As previously reported on Form 10-Q for the six months ended September 30, 1998,
the Company's stockholders at the Annual Meeting of Stockholders held on
September 10, 1998, adopted the Company's 1998 Non-Employee Stock Option Plan,
under which the Company's non-employee directors, received options to acquire
shares of common stock. Mr. Gerdes was awarded options to purchase 22,800 shares
of common stock. In addition, Mr. Gerdes purchased 10,000 shares of common stock
in June 1998. Mr. Gerdes reported the option award and the stock purchase on
Form 5, filed April 30, 1999.
4
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION
Set forth below is information regarding the annual and long-term compensation
for the nine months ended December 31, 1998 and fiscal years ended March 31,
1998, and 1997 for the current executive officers, one interim executive
officer, and one former executive officer of the Company (collectively, the
"Named Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation
--------------------------------------------------- Long-Term
Compensation
-------------
Name and Period Other Annual Stock Options All other
Current Position (A) Salary Bonus Compensation (B) (# of shares) Compensation (C)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Max Seybold (1) TP 1998 153,366 80,103 137,044 180,000 --
President and Chief Executive Officer FY 1998 29,423 23,538 91,000 180,000 --
FY 1997 -- -- -- -- --
Edward J. O'Connell (2) TP 1998 12,788 -- -- 90,000
Senior Vice President-Finance & FY 1998 -- -- -- -- --
Administration and Chief Financial Officer FY 1997 -- -- -- -- --
Robin Raina (3) TP 1998 115,385 83,929 55,834 90,000 --
Executive Vice President and FY 1998 66,692 20,000 -- 90,000 --
Chief Operating Officer FY 1997 -- -- -- -- --
David J. Vock (4) TP 1998 69,231 9,807 -- -- --
Controller and former acting Chief Financial FY 1998 14,885 -- -- 12,000 --
Officer FY 1997 -- -- -- -- --
Reid E. Simpson (5) TP 1998 75,000 58,327 -- -- 60,577
Former Senior Vice President-Finance & FY 1998 43,269 -- -- 90,000 --
Administration and Chief Financial Officer FY 1997 -- -- -- -- --
</TABLE>
(A) Periods designated as "TP 1998" for the nine month 1998 transition period
ended December 31, 1998, and "FY 98" and "FY 97" for the twelve month
fiscal year ended March 31, 1998 and 1997, respectively.
(B) Amounts shown in TP 1998 represent reimbursement for relocation expenses.
Amounts shown in FY 1998 represent payments to Mr. Seybold for services
performed prior to his employment by the Company.
(C) Represents severance payments.
(1) Mr. Seybold was employed by the Company effective January 9, 1998.
(2) Mr O'Connell joined the Company effective December 1, 1998.
(3) Mr. Raina joined the Company effective November 1, 1997.
(4) Mr. Vock joined the Company effective January 23, 1998.
(5) Mr Simpson joined the Company effective December 8, 1997 and resigned
effective September 15, 1998.
5
<PAGE>
OPTION GRANTS IN THE 1998 TRANSITION PERIOD
Set forth in the table below is information regarding individual grants of stock
options to purchase shares of Common Stock made during the nine months ended
December 31, 1998 to each of the Named Officers.
OPTION GRANTS IN 1998 TRANSITION PERIOD
<TABLE>
<CAPTION>
Individual Grants (A)
Potential Realizable
Value At Answered Annual
Rates of Stock
Appreciation For
Term
Number of Securities % of Total Options Exercise
Underlying Options Granted to Employees Price Expiration
Name Granted (#) in Fiscal Year ($/SH) Date 5%($) 10%($)
<S> <C> <C> <C> <C> <C> <C>
Max Seybold 180,000 (1) 38% 5.56 12/02/08 629,737 1,595,878
Edward J. O'Connell 90,000 (2) 19% 5.81 12/01/08 328,991 833,727
Robin Raina 90,000 (1) 19% 5.56 12/02/08 314,869 797,939
</TABLE>
(A) All options granted under Delphi Information Systems, Inc. 1996 Stock
Incentive Plan
(1) Granted on December 2, 1998
(2) Granted on December 1, 1998
6
<PAGE>
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
Set forth in the table below is information regarding the exercise of stock
options of Common Stock during the nine month 1998 transition period ended
December 31, 1998 by each of the Named Officers and the value as of December 31,
1998 of unexercised stock options of Common Stock.
<TABLE>
<CAPTION>
Number of unexercised Value of unexercised in-the-
Shares options at FY-end money options at fiscal year-end
acquired Value --------------------------------------------------------------
Name on exercise realized Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ---------- ----------- ------------ ----------- -------------
<S> <C> <C> <C> <C>
Max Seybold -- -- 30,000 330,000 144,863 1,276,448
Edward J. O'Connell -- -- -- 90,000 -- 241,875
Robin Raina -- -- 5,000 175,000 16,750 679,980
David J. Vock -- -- 3,000 9,000 15,375 46,125
Reid E. Simpson -- -- 15,000 -- 52,500 --
</TABLE>
DIRECTOR COMPENSATION
Non-employee directors do not receive an annual retainer or any other fees for
their service as directors. At the Annual Meeting of Stockholders held September
10, 1998, the stockholders of the Company adopted the Delphi Information
Systems, Inc. Non-Employee Director Stock Option Plan (the "1998 Director Option
Plan"), under which the Company's non-employee directors, Messrs. Almog, Baumel
and Gerdes, each received options to acquire 22,800 shares of common stock. Of
the 22,800 shares of common stock: (i) 15,600 shares are exercisable at a price
per share of $5.00 at any time prior to September 3, 2006; (ii) 3,600 shares are
exercisable at a price per share of $5.94 at any time prior to September 3, 2007
and (iii) 3,600 shares are exercisable at a price per share of $2.91 at any time
prior to September 9, 2008.
In addition, the 1998 Director Option Plan provides for each Eligible Director,
immediately following each annual meeting of stockholders of the Company, to be
granted an option to purchase 3,600 shares of Common Stock at an exercise price
per share of 100% of the fair market value of a share of Common Stock on the
date of the grant.
7
<PAGE>
COMPENSATION COMMITTEE OF REPORT ON COMPENSATION OF OFFICERS
The Compensation Committee of the Board of Directors (the "Committee") is
pleased to present its report on executive compensation. The Committee reviews
and makes recommendations to the Board of Directors regarding salaries,
compensation and benefits of officers and other key employees of the Company and
grants options to purchase Common Stock. This report documents the components of
the Company's executive officer compensation programs and describes the basis
upon which compensation is determined by the Committee with respect to the
executive officers of the Company, including the Named Officers.
COMPENSATION PHILOSOPHY. The compensation philosophy of the Company is to
endeavor to directly link executive compensation to continuous improvements in
corporate performance and increases in stockholder value. The Committee has
adopted the following objectives as guidelines for compensation decisions:
- - Display a willingness to pay levels of compensation that are necessary to
attract and retain highly qualified executives.
- - Be willing to compensate executive officers in recognition of superior
individual performance, new responsibilities or new positions within the
Company.
- - Take into account historical levels of executive compensation and the overall
competitiveness of the market for high quality executive talent.
- - Implement a balance between short and long-term compensation to complement the
Company's annual and long-term business objectives and strategies and encourage
executive performance in furtherance of the fulfillment of those objectives.
- - Provide variable compensation opportunities based on the performance of the
Company, encourage stock ownership by executives and align executive
remuneration with the interests of stockholders.
COMPENSATION PROGRAM COMPONENTS. The Committee regularly reviews the
Company's compensation program to ensure that pay levels and incentive
opportunities are competitive with the market and reflect the performance of the
Company. The particular elements of the compensation program for executive
officers are further explained below.
BASE SALARY. The Company's base pay levels are largely determined by evaluating
the responsibilities of the position held and the experience of the individual
and by comparing the salary scale with companies of similar size and complexity.
Actual base salaries are kept within a competitive salary range for each
position that is established through job evaluation and market comparisons and
approved by the Committee as reasonable and necessary.
ANNUAL INCENTIVES. The Company has historically awarded cash bonuses to certain
salaried employees (including the Named Officers) of the Company. Bonuses are
based on various factors, including profitability, revenue growth, management
development and other specific performance
8
<PAGE>
criteria. The Company awarded bonuses to Messrs. Seybold and Raina for the
fiscal year ended March 31, 1998. For the nine month transition period ended
December 31, 1998, the Company awarded bonuses to Messrs. Seybold, Raina, Vock,
and Simpson.
STOCK OPTION PROGRAM. The Committee strongly believes that by providing those
persons who have substantial responsibility over the management and growth of
the Company with an opportunity to increase their ownership of the Company's
stock, the interests of stockholders and executives will be closely aligned.
Therefore, the Company's officers (including the Named Officers) and other key
employees are eligible to receive either incentive stock options or nonqualified
stock options as the Committee may determine from time to time, giving them the
right to purchase shares of Common Stock at an exercise price equal to 100
percent of the fair market value of the Common Stock at the date of grant. The
number of stock options granted to executive officers is based on competitive
practices.
CHIEF EXECUTIVE OFFICER COMPENSATION. Mr. Seybold has served as Chief Executive
Officer of the Company since February 1998. Mr. Seybold's compensation is solely
the product of the negotiation between Mr. Seybold and the Board of Directors.
The factors that are expected to predominate in the evaluation of the Chief
Executive Officer over time are performance in relation to (i) increasing the
value of the Company's common stock (ii) upgrading the Company's products and
broadening its product lines, and (iii) achievement of consistent profitability
and growth.
SUMMARY. After its review of all existing programs, the Committee continues to
believe that the total compensation program for executives of the Company is
focused on enhancing corporate performance and increasing value for
stockholders. The Committee believes that the compensation of executive officers
is properly tied to stock appreciation through awards to be granted under the
1996 Plan and that executive compensation levels at the Company are competitive
with the compensation programs provided by other corporations with which the
Company competes. The foregoing report has been approved by all members of the
Committee.
Section 162(m) of the Internal Revenue Code, enacted in 1993, generally
disallows a tax deduction to public companies for compensation over $1 million
paid to the corporation's Chief Executive Officer or four other most-highly
compensated executive officers named in the proxy statement. The Company will
continue to analyze its executive compensation practices and plans on an ongoing
basis with respect to Section 162(m) of the Internal Revenue Code. Where it
deems advisable, the Company will take appropriate action to maintain the tax
deductibility of its executive compensation.
Respectfully submitted,
Yuval Almog
Larry G. Gerdes
9
<PAGE>
PERFORMANCE GRAPH
Rules promulgated by the Securities and Exchange Commission (the "SEC") under
the Exchange Act require that the Company include in this proxy statement a
line-graph presentation comparing cumulative stockholder returns for the last
five fiscal years with the Nasdaq SmallCap Market stock index and either a
nationally recognized industry index or an index of peer group companies
selected by the Company. The Company chose the Nasdaq Computer Data Processing
Index for purposes of this comparison. The following graph assumes the
investment of $100 on December 31, 1993, and the reinvestment of dividends
(rounded to the nearest dollar).
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG DELPHI INFORMATION SYSTEMS, INC., THE NASDAQ STOCK MARKET
(U.S.) INDEX AND THE NASDAQ COMPUTER DATA PROCESSING INDEX
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
DELPHI INFORMATION SYSTEMS,
INC. NASDAQ STOCK MARKET (U.S.) NASDAQ COMPUTER DATA PROCESSING
<S> <C> <C> <C>
12/93 100 100 100
12/94 16 98 121
12/95 25 138 185
12/96 25 170 228
12/97 19 209 280
12/98 34 293 502
</TABLE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of April 1, 1999, the ownership of Common
Stock and Series D Preferred Stock by each director of the Company, by each of
the Named Officers, by all current executive officers and directors of the
Company as a group, and by all persons known to the Company to be beneficial
owners of more than five percent of the Common Stock or the Series D Preferred
Stock. The Common Stock and the Series D Preferred Stock are the Company's only
outstanding classes of voting securities. The information set forth in the table
as to directors and officers is based upon information provided to the Company
by such persons in connection with the preparation of this filing.
10
<PAGE>
<TABLE>
<CAPTION>
Common Stock Series D Preferred
------------------------------------------------------------------
Name and Position Percent of Percent
of Beneficial Owner (1) Ownership (2) Class (3) Ownership (2) of Class
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Bay Area Micro-Cap Fund, L.P. (4) 783,600 9.7% -- --
Covington Associates (5) -- -- 221 100.0%
Coral Partners II, 1,282,483 15.8% -- --
a limited partnership (6)
Weiss Peck & Greer Investments (7) 926,100 11.4% -- --
Perkins Capital Management (8) 517,700 6.4%
Yuval Almog 1,335,483 16.4% -- --
Director and Chairman of the Board (9)
William Baumel 1,311,383 16.2% -- --
Director (10)
Larry Gerdes 73,668 * -- --
Director (11)
Max Seybold 35,600 * -- --
Director and President and Chief
Executive Officer (12)
Reid Simpson 16,700 * -- --
Former Senior Vice President, Finance and
Administration; Chief Financial Officer (13)
Robin Raina 5,000 * -- --
Executive Vice President
Chief Operating Officer (14)
Edward O'Connell
Senior Vice President, Finance and Administration;
Chief Financial Officer (15) 2,000 * -- --
David J. Vock
Controller and former acting Chief Financial
Officer (14) 3,000 * -- --
All directors and executive officers as a group 1,500,351 18.5% -- --
(8 persons)
</TABLE>
(1) Except where otherwise indicated, the mailing address of each of the
stock holders named in the table is c/o Delphi Information Systems, Inc.,
3501 Algonquin Road, Suite 500, Rolling Meadows, Illinois 60008.
(2) Each holder has sole voting and investment power with respect to the
shares listed unless otherwise indicated.
(3) Percentage less than one percent are indicated by an asterisk.
(4) Includes 173,000 shares of Common Stock which may be acquired upon
exercise of warrants and 46,800 shares of Common Stock held by Gregory F.
Wilbur and Carolyn G. Wilbur as joint tenants with right of survivorship.
The address of Bay Area Micro-Cap Fund, L.P. is 1151 Bay Laurel Drive,
Menlo Park, California 94025.
11
<PAGE>
(5) The address of Covington Associates is 60 State Street, Boston,
Massachusetts 02109.
(6) Includes 200,000 of Common Stock which may be acquired upon exercise of
warrants. The address of Coral Partners II is 60 South Sixth Street,
Suite 3510, Minneapolis, Minnesota 55402.
(7) The address of Weiss Peck & Greer Investments is One New York Plaza, New
York, New York 10004-1950.
(8) The address of Perkins Capital Management is 730 East Lake Street,
Wayzata, Minnesota 55391-1769.
(9) Of the 1,335,483 shares of Common Stock, 1,282,483 shares of Common Stock
are held by Coral Partners II, 10,000 shares are held by Coral Group,
Inc. Retirement Plan for the benefit of Yuval Almog, 10,000 shares of
Common Stock are held by Mr. Almog, 10,000 shares of Common Stock may be
acquired by Mr. Almog upon exercise of warrants, 17,000 shares of Common
Stock subject to options which may be exercised and 6,000 shares of
Common Stock are held by Mr. Almog and his wife who have shared voting
and investment power. Mr. Almog is the Managing General Partner of Coral
Partners II. The address of Coral Partners II is 60 South Sixth Street,
Suite 3510, Minneapolis, Minnesota 55402.
(10) Of the 1,311,383 shares of Common Stock, 1,282,483 shares of Common Stock
are held by Coral Partners II, 2,400 shares are held by Coral Group, Inc.
Retirement Plan for the benefit of William Baumel, 4,000 shares of Common
Stock held by Mr. Baumel, 17,000 shares of Common Stock subject to
options which may be exercised and 5,500 shares of Common Stock, of which
4,000 shares of Common Stock may be acquired upon exercise of warrants,
and 1,500 shares of Common Stock are held by Mr. Baumel and his wife who
have shared voting and investment power. Mr. Baumel is a Venture Partner
of Coral Partners II. Mr. Baumel disclaims beneficial ownership of the
shares held by Coral Partners II.
The address of Coral Partners II is 60 South Sixth Street, Suite 3510,
Minneapolis, Minnesota 55402.
(11) Includes 14,000 shares of Common Stock which may be acquired upon
exercise of warrants and 17,000 shares of Common Stock subject to stock
options which may be exercised. The address of Mr. Gerdes is 3353
Peachtree Road, N.E., Suite 1030, Atlanta, Georgia 30326.
(12) Includes 30,000 shares of Common Stock subject to stock options which may
be exercised.
(13) Includes 15,000 shares of Common Stock subject to stock options which may
be exercised and 1,700 shares of Common Stock are held by The Reid E.
Simpson Revocable Trust as to which Mr. Simpson, as trustee, has sole
voting and investment power.
(14) Represents shares of Common Stock subject to stock options which may be
exercised.
(15) Represents shares of Common Stock are held in trust for the benefit of
Edward J. O'Connell IRA.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS:
None
12
<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.
DELPHI INFORMATION SYSTEMS, INC.
(Registrant)
By /s/ Max Seybold
-------------------------------------
Max Seybold
President and Chief Executive Officer
Date: April 29, 1999
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
/s/Yuval Almog Chairman of the Board April 29, 1999
- -----------------------
Yuval Almog
/s/Max Seybold Director, President. and April 29, 1999
- ----------------------- Chief Executive Officer
Max Seybold
/s/Edward J. O'Connell Vice President-Finance & April 29, 1999
- ----------------------- Administration and
Edward J. O'Connell Chief Financial Officer
/s/William R. Baumel Director April 29, 1999
- -----------------------
William R. Baumel
/s/Larry G.Gerdes Director April 29, 1999
- -----------------------
Larry G. Gerdes
