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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A-1
(Mark One)
[ X ] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
or
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________ to ____________
Commission File Number: 0-20999
CHADMOORE WIRELESS GROUP, INC.
Name of small business issuer in its charter
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COLORADO 84-1058165
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(State of other jurisdiction of incorporation (I.R.S. Employer Identification No.)
or organization)
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4720 POLARIS STREET, LAS VEGAS, NEVADA 89103
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number (702) 891-5255
Securities registered under Section 12 (b) of the Exchange Act: NONE
Title of each class and name of each exchange on which registered:
NONE NONE
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Securities registered under Section 12 (g) of the Exchange Act:
COMMON STOCK, $.001 PAR VALUE
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Check whether the issuer (1) filed all reports to be filed by Section
13 or 15 (d) of the Exchange Act 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
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Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is contained in this form, and no
disclosure will be contained, to the best of the registrants
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. $ 1,906,206
State the aggregate market value of the voting stock held by
non-affiliates computed by reference to the price at which the stock
was sold or the average bid and asked prices of such stock, as of a
specified date within the past 60 days. AS OF MARCH 17, 1997, THE
AGGREGATE MARKET VALUE OF THE COMPANY'S COMMON STOCK HELD BY NON-
AFFILIATES WAS $22,897,806. State the number of shares outstanding
of each of the issuer's classes of common equity as of the latest
practicable date. AS OF MARCH 17, 1997, 19,748,053 SHARES OF COMMON
STOCK WERE OUTSTANDING.
DOCUMENTS INCORPORATED BY REFERENCE: NONE
TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT (CHECK ONE): YES NO X
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Items 1 and 10 are hereby amended as follows:
Item 1 is amended by adding to the end thereof the following statement:
CAUTIONARY STATEMENT
Information provided herein by the Company contains, and from time to time the
Company may disseminate material and make statements which may contain,
"forward looking" information, as that term is defined by the Private
Securities Litigation Reform Act of 1995 (the "PSLRA"). These cautionary
statements are being made pursuant to the provisions of the PSLRA and with the
intention of obtaining the benefits of the "safe harbor" provisions of the
PSLRA. The Company cautions investors that any forward-looking statements made
by the Company are not guarantees of future performance and that actual results
may differ materially from those in the forward-looking statements as a result
of various factors, including but not limited to the following:
(i) The Company competes with well-established
competitors who have substantially greater financial resources and longer
operating histories than the Company. (See ITEM 1. COMPETITION)
(ii) The Company's business strategy requires it to have
access to substantial additional capital. There can be no assurance that the
Company will be able to obtain such desired capital. (SEE ITEM 6. LIQUIDITY
AND CAPITAL RESOURCES)
(iii) The Company is subject to substantial regulatory
requirements, including FCC requirements that the Company "build out" the
Company's channels within specified periods or risk losing its rights to such
channels. There can be no assurances that the Company will be able to satisfy
such requirements, or that the Company will not be subject to other adverse
regulatory developments. (SEE ITEM 1. GOVERNMENT REGULATION)
Item 10 is hereby amended by amending and restating the paragraph appearing
therein under the heading "Employment Contracts" in its entirety as follows:
Employment Contracts. The Company has entered into the following employment
agreements with its executive officers:
Robert W. Moore. Mr. Moore is employed as a Member of the Board, President and
Chief Executive Officer of the Company pursuant to an employment agreement
expiring on January 1, 1999. The term of the agreement will be automatically
extended for successive two-year periods commencing January 1, 1999, unless the
Company or Mr. Moore notifies the other of its or his election not to extend
the term of the agreement sixty days prior to the expiration of the term. The
agreement provides that Mr. Moore is to receive an annual base salary of
$125,000, an annual bonus in an amount determined from year to year by the
Board of Directors, at its discretion, and certain additional benefits. The
employment agreement is terminable prior to the expiration of the term of the
Agreement (1) by the Company for cause (as defined therein) and (2) by Mr.
Moore (a) for cause (as defined therein), (b) at any time for any reason by Mr.
Moore. Should the employment agreement be terminated by the Company without
cause or by Mr. Moore for cause, Mr. Moore would be entitled to (1)
continuation of all health insurance benefits through the expiration of the
term of the agreement, or for 24 months from termination, whichever period is
longer and (2) a lump sum payment in an amount equal to two times the annual
base salary, provided that if Mr. Moore is terminated within one year following
a change in ownership of the Company (as defined therein), Mr. Moore will
receive a lump sum payment equal to 2.99 times the average annual compensation
paid to Mr. Moore by the Company during the five years prior to such change in
ownership. In the event of Mr. Moore's death or disability he (or his estate)
would be entitled to receive a lump sum payment equal to the greater of (a) the
annual base salary (or, in the case of disability, twice the annual base
salary) and (b) the amount which would have been payable throughout the
remainder of the term of the agreement. In the event of Mr. Moore's death, the
Company would also be obligated to continue all health insurance benefits for
Mr. Moore's immediate family for two years. Upon the expiration of the
agreement, the Company is obligated to pay to Mr. Moore a lump sum equal to the
annual base salary. Pursuant to the employment agreement, Mr. Moore has agreed
during the term of the agreement, not to render services to, or plan for or
organize, a business which is materially competitive with or similar to the
business of the Company or any of its subsidiaries.
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William C. Bossung. Mr. Bossung is employed as a Member of the Board and
Secretary/Director, Corporate Finance of the Company pursuant to an employment
agreement expiring on January 1, 1999. The term of the agreement will be
automatically extended for successive two-year periods commencing January 1,
1999, unless the Company or Mr. Bossung notifies the other of its or his
election not to extend the term of the agreement sixty days prior to the
expiration of the term. The agreement provides that Mr. Bossung is to receive
an annual base salary of $110,000, an annual bonus in an amount determined from
year to year by the Board of Directors, at its discretion, and certain
additional benefits. The employment agreement is terminable prior to the
expiration of the term of the Agreement (1) by the Company for cause (as
defined therein) and (2) by Mr. Bossung (a) for cause (as defined therein), (b)
at any time for any reason by Mr. Bossung on 60 days notice to the Company.
Should the employment agreement be terminated by the Company without cause or
by Mr. Bossung for cause, Mr. Bossung would be entitled to (1) continuation of
all health insurance benefits through the expiration of the term of the
agreement, or for 24 months from termination, whichever period is longer and
(2) a lump sum payment in an amount equal to two times the annual base salary,
provided that if Mr. Bossung is terminated within one year following a change
in ownership of the Company (as defined therein), Mr. Bossung will receive a
lump sum payment equal to 2.99 times the average annual compensation paid to
Mr. Bossung by the Company during the five years prior to such change in
ownership (or such actual period of employment, if less than five years). In
the event of Mr. Bossung's death or disability he (or his estate) would be
entitled to receive a lump sum payment equal to the greater of (a) the annual
base salary (or, in the case of disability, twice the annual base salary) and
(b) the amount which would have been payable throughout the remainder of the
term of the agreement. In the event of Mr. Bossung's death, the Company would
also be obligated to continue all health insurance benefits for Mr. Bossung's
immediate family for two years. Upon the expiration of the agreement, the
Company is obligated to pay to Mr. Bossung a lump sum equal to the annual base
salary. Pursuant to the employment agreement, Mr. Bossung has agreed during
the term of the agreement, not to render services to, or plan for or organize,
a business which is materially competitive with or similar to the business of
the Company or any of its subsidiaries.
Gary L. Killoran. Mr. Killoran is employed as a Member of the Board, Treasurer
and Chief Financial Officer of the Company pursuant to an employment agreement
expiring on January 1, 1999. The term of the agreement will be automatically
extended for successive two-year periods commencing January 1, 1999, unless the
Company or Mr. Killoran notifies the other of its or his election not to extend
the term of the agreement sixty days prior to the expiration of the term. The
agreement provides that Mr. Killoran is to receive an annual base salary of
$95,000, an annual bonus in an amount determined from year to year by the Board
of Directors, at its discretion, and certain additional benefits. The
employment agreement is terminable prior to the expiration of the term of the
Agreement (1) by the Company for cause (as defined therein) and (2) by Mr.
Killoran (a) for cause (as defined therein), (b) at any time for any reason by
Mr. Killoran on 60 days notice to the Company. Should the employment
agreement be terminated by the Company without cause or by Mr. Killoran for
cause, Mr. Killoran would be entitled to (1) continuation of all health
insurance benefits through the expiration of the term of the agreement, or for
24 months from termination, whichever period is longer and (2) a lump sum
payment in an amount equal to two times the annual base salary, provided that
if Mr. Killoran is terminated within one year following a change in ownership
of the Company (as defined therein), Mr. Killoran will receive a lump sum
payment equal to 2.99 times the average annual compensation paid to Mr.
Killoran by the Company during the five years prior to such change in ownership
(or such actual period of employment, if less than five years). In the event
of Mr. Killoran's death or disability he (or his estate) would be entitled to
receive a lump sum payment equal to the greater of (a) the annual base salary
(or, in the case of disability, twice the annual base salary) and (b) the
amount which would have been payable throughout the remainder of the term of
the agreement. In the event of Mr. Killoran's death, the Company would also
be obligated to continue all health insurance benefits for Mr. Killoran's
immediate family for two years. Upon the expiration of the agreement, the
Company is obligated to pay to Mr. Killoran a lump sum equal to the annual base
salary. Pursuant to the employment agreement, Mr. Killoran has agreed during
the term of the agreement, not to render services to, or plan for or organize,
a business which is materially competitive with or similar to the business of
the Company or any of its subsidiaries.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant has
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
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Chadmoore Wireless Group, Inc.
(formerly CapVest International, Ltd.)
By: /s/ ROBERT W. MOORE
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Robert W. Moore
President and CEO
By: /s/ GARY L. KILLORAN
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Gary L. Killoran
Chief Financial Officer, Treasurer
Date: May 9, 1997
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In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant in the capacities and on the
dates indicated.
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/s/ ROBERT W. MOORE Date: May 9, 1997
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Robert W. Moore, President, Chief Executive Officer and Director
/s/ WILLIAM C. BOSSUNG Date: May 9, 1997
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William C. Bossung, Director of Finance, Secretary and Director
/s/ GARY L. KILLORAN Date: May 9, 1997
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Gary L. Killoran, Chief Financial Officer, Treasurer and Director
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