U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT
For the fiscal year ended December 31, 1995
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [Fee Required]
For the transition period _________________________ to ______________________
Commission File No. 1-9629
WINSTON RESOURCES, INC.
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(Name of small business issuer in its charter)
Delaware 13-3134278
- ------------------------------- -----------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
535 Fifth Avenue, New York, New York 10017
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (212) 557-5000
Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of Each Class Name of Each Exchange
- -------------------
on which Registered
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Common Stock, $.01 par value American Stock Exchange
Securities registered under Section 12(g) of the Exchange 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 such
filing requirements for the past 90 days. Yes X No
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Indicate by check mark if disclosure of delinquent filers pursuant 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. [ ]
The registrant's revenues for the fiscal year ended December 31, 1995 were
$30,989,000.
On March 22, 1996, (i) the aggregate market value of Common Stock held by
non-affiliates of the registrant was approximately $1,865,000 and (ii) there
were 2,920,833 shares of Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Definitive Proxy Statement of the registrant to be filed with the
Commission on or before April 30, 1996.
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PART IV
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Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
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14(a). The following financial statements, financial statement
schedules and exhibits are filed as part of this Report:
14(b)1. Financial Statements
--------------------
The following consolidated financial statements of Winston
Resources, Inc. and Subsidiaries are included in Part II, Item 7:
Independent Auditors' Report
Consolidated Balance Sheet - December 31, 1995
Consolidated Statements of Operations - Years ended
December 31, 1995 and 1994
Consolidated Statements of Stockholders' Equity -
Years ended December 31, 1995 and 1994
Consolidated Statements of Cash Flows - Years ended
December 31, 1995 and 1994
Notes to Consolidated Financial Statements
14(a)3. Exhibits
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Exhibit No. Description
----------- -----------
*3.1.1 Restated Certificate of Incorporation of the Company, as
filed with the Secretary of State of Delaware on April 6,
1987 [Registration Statement No. 33-14913, Exhibit 3.1]
*3.1.2 Agreement and Plan of Merger dated as of April 15, 1987,
between Winston Resources, Inc. (New York) and the Company,
as filed with the Secretary of State of Delaware on April
20, 1987 [Registration Statement No. 33-14813, Exhibit 3.2]
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Exhibit No. Description
----------- -----------
*3.1.3 Certificate of Amendment of Restated Certificate of
Incorporation of the Company, as filed with the Secretary of
State of Delaware on June 11, 1993 [Form 10-KSB (1993)]
*3.1.4 Composite Copy of Restated Certificate of Incorporation of
the Company, as amended [Form 10-K (1987), Exhibit 3.3]
*3.2 By-laws of the Company, as amended June 11, 1993 [Form 10-
KSB (1993)]
*9 Stockholders' Voting Agreement, dated June 8, 1987, among
Seymour Kugler, Alec Peters and Melvin Winograd
[Registration Statement No. 33-14913, Exhibit 9]
*10.2 Employment Agreement dated as of May 1, 1987, as amended
(the "Employment Agreement"), between the Company and
Seymour Kugler. [Form 10-KSB (1992), Exhibit 10.2]
*10.3 Supplemental Excess Profit Sharing Plan, dated December 12,
1984 [Registration Statement No. 33-14913, Exhibit 10.3]
*10.4 Incentive Program of the Company [Registration Statement on
Form S-8 No. 33-37476, Exhibit 4]
*10.5 Agreement of Lease, dated as of August 8, 1990 (the
"Lease"), between Nineteen New York Properties Limited
Partnership, and the Company, as tenant [Form 10-K (1990),
Exhibit 10.11].
*10.6 First Amendment of Lease dated as of March 1, 1992, between
Nineteen New York Properties Limited Partnership and the
Company. [Form 10- KSB (1992), Exhibit 10.6]
*10.7 Second Amendment of Lease dated as of January 29, 1993,
between Nineteen New York Properties Limited Partnership and
the Company. [Form 10-KSB (1992), Exhibit 10.7]
*10.8 Third Amendment of Lease dated as of February 19, 1993,
between Nineteen New York Properties Limited Partnership and
the Company [Form 10-KSB (1992), Exhibit 10.8]
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Exhibit No. Description
----------- -----------
*10.9 Security and Accounts Receivable Agreement dated as of April
16, 1992 by and between Ambassador Factors and the Company.
[Form 10-KSB (1992), Exhibit 10.9]
*10.10 Agreement between Winston Resources, Inc. and Ambassador
Factors Corporation dated May 13, 1994. [Form 10-QSB
(1994), Exhibit 10(a)]
*10.11 Agreement between Winston Resources, Inc. and Ambassador
Factors Corporation dated June 30, 1994. [Form 10-QSB
(1994), Exhibit 10(b)]
*10.12 Agreement between Winston Resources, Inc. and Finova Factors
Corp. (formerly Ambassador Factors), dated April 24, 1995.
[Form 10-QSB (1995), Exhibit 10(a)]
*10.13 Agreement between Winston Resources, Inc. and Finova Factors
Corp. (formerly Ambassador Factors), dated November 27,
1995. [Form 10-KSB (1995), Exhibit 10.13]
*10.14 Agreement between Winston Resources, Inc. and Finova Factors
Corp. (formerly Ambassador Factors) dated March 18, 1996.
[Form 10-KSB (1995), Exhibit 10.14]
22 Subsidiaries of the Company:
Accountants Today, Inc.
(a New York corporation)
Delta 10, Inc.
(a New Jersey corporation)
Winston Franchise Corporation
(a New Jersey corporation)
Roth Young Personnel Service, Inc.
(a New York corporation)
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* Incorporated by Reference and not filed herewith.
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Exhibit No. Description
----------- -----------
Winston Personnel of Boca Raton, Inc.
(a Florida corporation)
Winston Personnel, Inc. of New Jersey
(a New Jersey corporation)
Winston Professional Staffing, Inc.
(a New Jersey corporation)
Winston Staffing Services, Inc.
(a New York corporation)
Winston Cosmopolitan, Inc.
(a Delaware corporation)
27 Financial Data Schedule
14(b). Reports on Form 8-K. No reports on Form 8-K have been filed
-------------------
during the quarters ended December 31, 1995 or March 31, 1996.
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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.
Date: May 30, 1996
WINSTON RESOURCES, INC.
By: /s/ Seymour Kugler
---------------------------
Seymour Kugler, Chairman of
the Board and President
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
---------
/s/ Seymour Kugler Chairman of the Board and May 30, 1996
- --------------------------------- President; Principal Executive
Seymour Kuger Officer; Director
/s/ Jesse Ulezalka Chief Financial Officer May 30, 1996
- ---------------------------------
Jesse Ulezalka
/s/ Martin Fischer Director May 30, 1996
- ---------------------------------
Martin Fischer
/s/ Alan E. Wolf Director May 30, 1996
- ---------------------------------
Alan E. Wolf
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/s/ Martin Wolfson Director May 30, 1996
- ---------------------------------
Martin Wolfson
/s/ Gregg Kugler Director May 30, 1996
- ---------------------------------
Gregg Kugler
/s/ Martin J. Simon Director May 30, 1996
- ---------------------------------
Martin J. Simon
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<PERIOD-TYPE> YEAR
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<PERIOD-END> DEC-31-1995
<CASH> 144,000
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<RECEIVABLES> 6,030,000
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<CURRENT-ASSETS> 6,474,000
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<DEPRECIATION> 726,000
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<CURRENT-LIABILITIES> 3,446,000
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<COMMON> 29,000
<OTHER-SE> 2,625,000
<TOTAL-LIABILITY-AND-EQUITY> 7,146,000
<SALES> 30,989,000
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<TOTAL-COSTS> 22,914,000
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<INCOME-PRETAX> (432,000)
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