UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 3l, 1996
OR
[] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ______________ to _______________
Commission File Number 0-16240
JB Oxford Holdings, Inc.
(Exact name of registrant as specified in its charter)
UTAH 95-4099866
(State of incorporation or organization) (I.R.S. Employer
Identification
No.)
9665 Wilshire Blvd., Suite 300; Beverly Hills, California 90212
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (310) 777-8888
Securities registered pursuant to Section 12(b) of the None
Act:
Securities registered pursuant to Section 12(g) of the
Act:
Name of each exchange
Title of each class on which registered
Common stock, $0.01 par 12,775,205 shares NASDAQ
value: outstanding at April 29,
1997
Indicate by check mark whether the Registrant (l) has filed all reports
required to be filed by Section l3 or l5(d) of the Securities Exchange Act of
l934 during the preceding 12 months 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 this Form 10-K [ ].
The aggregate market value of the voting stock held by non-affiliates of
the registrant at April 29, 1997 was approximately $16,314,765; such amount
computed as the average bid and asked prices of stock as of April 29, 1997.
PART III
Item 10. Directors and Executive Officers of the Registrant
Listed below are the directors and executive officers of the Registrant followed
by their business
experience:
Name Age Position Period Served
Executive Officers
- - ------------------
Stephen Rubenstein 53 Director, President, CEO Since March 1994
(Director since May
1994)
Mitchell S.T. Wine 39 Director, Secretary Since August 1993
Michael J. Chiodo 39 Acting CFO Since May 1994
Directors
- - ---------
John Broome 64 Director Since 1989
Felix A. Oeri 52 Director, Chairman of Since August 1996
International Sales of
JBOC
Gregg Herbert 42 Director Since August 1996
Business Experience
- - -------------------
STEPHEN M. RUBENSTEIN
President and CEO of Registrant and JBOC, August 1994 to present. Chief
Administrative Officer of RKSI and JBOC, March 1994 to August 1994. Financial
Consultant specializing in services to financial industry participants and
attorneys, June 1992 - March 1994. Managing Director, Price Waterhouse,
Financial Services Industry Group, December 1990 - June 1992. Chief Operations
Officer and Chief Financial Officer and Treasurer, Cantor Fitzgerald & Co., 1985
- - - 1990. Mr. Rubenstein holds a BS degree in Accounting from Bernard Baruch
College, NYC, 1968 and is currently affiliated with AICPA, California Society of
CPA's, SIA and Association of Western Securities Management.
MITCHELL S.T. WINE
Vice President of WSP Marketing International Ltd., a sales promotion and
marketing firm, Toronto, Ontario, 1990-present. Received Masters in Business &
Administration from Columbia University, New York, NY, 1989. Admitted to
California State Bar in 1985. Admitted to Province of Ontario Bar, 1982.
Practiced law with McCarthy Tetrault in Toronto, Ontario, 1982-1988. Mr. Wine
received a law degree (LL.B.) from University of Toronto, Toronto, Ontario:
Awarded Dean's key on graduation, 1982. Received Bachelor of Arts degree Cum
Laude from Queen's University in Kingston, Ontario, 1979.
MICHAEL J. CHIODO
Acting Chief Financial Officer, JB Oxford Holdings, Inc., August 1994 to
present. Chief Financial Officer, JB Oxford & Company, January 1994 to present.
Mr. Chiodo was previously employed by Reynolds Kendrick Stratton, Inc. from
August 1990 to December 1993, where he was named the Chief Financial Officer in
October 1992. He is a former partner of the accounting firm of Sorensen Chiodo
& May. Mr. Chiodo received a BS in Accounting from Westminster College in Salt
Lake City, Utah in 1978. Mr. Chiodo is a Certified Public Accountant and is
affiliated with AICPA.
JOHN BROOME
Mr. Broome is a retired Chartered Accountant (the Canadian equivalent of a
U.S. Certified Public Accountant). Mr. Broome was formerly the Managing Partner
of KPMG, Montreal office, 1974 - 1988. Among his professional assignments was
assisting in taking Air Canada public, in 1990. Mr. Broome is currently active
as a Director in several private and public companies, including Delhi
Industries, Toronto; CompAs Electronics, Ottawa; and Trustee, Franklands
Foundation, Montreal; his duties include chairing the Audit Committees of many
of these Boards. Mr. Broome received a degree in Commerce from McGill
University in Montreal, 1954; became a Chartered Accountant in 1958, and
received an honorary designation as Fellow Chartered Accountant in 1989.
FELIX OERI
Chairman and CEO of Oeri Finance Inc., a Swiss financial institution and
trust company, providing broker/dealer services for securities, foreign
exchange and precious metals, July 1987 to present. From 1979 to 1987, Mr. Oeri
served as Chairman and CEO of Bank Fuer Privates Eigentum BPE, Basel. Mr. Oeri
served as a member of the Grosser Rat des Kantons Basel-Stadt (Parliament) and
its Finance Committee from 1981 to 1991.
GREGG A. HERBERT
Senior Vice President of Grubb & Ellis Company, Newport Beach, California,
the nation's largest publicly held (NYSE) real estate services organizations,
1991 to present; various senior level marketing positions, 1981 to 1990.
Previously associated with IBM Corporation in marketing from 1977 to 1980. Mr.
Herbert graduated with Distinction with a B.A. in Business and Finance from
Bowling Green University, Bowling Green, Ohio, 1977.
Involvement in Legal Proceedings
- - --------------------------------
There are no events that occurred during the past five years for any of the
above named persons that would require disclosure under this section.
Compliance with Section 16(a) of the Exchange Act
- - -------------------------------------------------
Section 16(a) of the Securities Exchange Act requires the Company's
directors, executive officers, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file initial reports of
ownership and reports of changes in ownership with the Securities and Exchange
Commission.
As of April 29, 1997, based on copies of such reports furnished to the
Company, there were no reportable untimely filings under Forms 3,4, or 5 by
persons subject to Section 16(a) of the Securities Exchange Act of 1934, except
as follows: Mitchell Wine filed a late Form 4 reporting option grants; John
Broome filed a late Form 4 reporting option grants; Felix A. Oeri filed a late
Form 4 reporting option grants and stock sales; and Gregg Herbert filed a late
Form 3 initial statement of beneficial ownership reporting option grants.
See "Item 12. Security Ownership of Certain Beneficial Owners and
Management" below for beneficial owners of more than ten percent or any other
person subject to disclosure per Section 16 of the Exchange Act.
Item 11. Executive Compensation
The following Summary Compensation Table sets forth the annual compensation
for those serving as executive officers and directors as of December 31, 1996
and compensated by the Company or any of its subsidiaries for each of the last
three completed fiscal years.
Long Term
Annual Compensation Compensation
Other Annual Options Granted
Name and Principal Year Salary ($) Bonus ($) Compensation (shares)
Position
Stephen Rubenstein 1996 $253,605 $100,000 456 50,000
Director, CEO 1995 213,956 -- -- 100,000
1994 150,800 -- -- 100,000
Michael J. Chiodo 1996 100,000 15,000 50 --
Acting CFO 1995 102,575 26,000 -- --
1994 100,000 -- -- --
This table excludes the value of certain incidental personal benefits. The
incremental cost to the Company of providing such incidental personal benefits
did not, for the current year, exceed the lesser of $50,000 or 10% of annual
salary and bonus for any of the respective individuals named in the table as set
forth.
Outside directors are compensated $2,500 for each quarterly meeting
attended. The chairmen of the compensation committee and audit committee
receive an additional $5,000 and $7,500 a year respectively for their duties.
Employee directors are not compensated for meeting attendance.
<TABLE>
JB Oxford Holdings, Inc.
Option Grants in the Last Fiscal Year
12-31-96
The following table summarizes individual grants of stock options made during
the current year to each of the named executive officers.
<CAPTION>
( a ) ( b ) ( c ) ( d ) ( e ) ( h )
% of Total Grant Date
Number of Options Value
Securities Grants to Exercise Date First Expiration
Underlying Employees Price Exercisable Date Market
Name Grant Date Options during Year ($/sh) Value
<S> <C> <C> <C> <C> <C> <C> <C>
Stephen Rubenstein 1-1-96 25,000 2.87 1-1-96 1-1-06 34,375
4-1-96 25,000 3.00 4-1-96 4-1-06 34,375
------ ------
50,000 42% 68,750
<FN>
<F1>
(a) Name of the executive officer.
<F2>
(b) The number of securities underlying the options granted.
<F3>
(c) For the options granted, its % of total options granted to employees in the current year.
<F4>
(d) Exercise price per share.
<F5>
(e) Expiration date.
<F6>
(h) Market value at December 31, 1996.
</FN>
</TABLE>
<TABLE>
JB Oxford Holdings, Inc.
Aggregated Option/SAR Exercises in Last Fiscal Year and FY-end Option/SAR Values
12-31-96
The following table summarizes any options exercised during the current year by
each of the named executive officers, and the year-end value of unexercised
options on an aggregate basis.
<CAPTION>
( a ) ( b ) ( c ) ( d ) ( e )
Shares Value
Acquired on Realized on Shares Unexercised (#) Value of Unexercised ($)
Name Exercise Exercise Exercisable/Unexercisable Exercisable/Unexercisable
<S> <C> <C> <C> <C>
Stephen Rubenstein -- -- 200,000 -- 59,000 --
-- -- 25,000 -- -- --
-- -- 25,000 -- -- --
<FN>
<F1>
a) Name of executive officer.
<F2>
b) The number of shares received upon exercise of the option.
<F3>
c) The aggregate dollar value realized upon exercise of the option.
<F4>
d) The total number of securities underlying unexercised options and SARs held at the end of the last
completed fiscal year, separately identifying the exercisable and unexercisable options and SARs.
<F5>
e) The aggregate dollar value of in-the-money, unexercised options and SARs held at the end of the
fiscal year, separately identifying the exercisable and unexercised options and SARs.
</FN>
</TABLE>
Compensation Committee Interlocks and Insider Participation
The Compensation Committee is currently comprised of the following
Directors who were elected to the committee on August 9, 1996. Newly elected to
the committee in the current year was Gregg Herbert. All other members were re-
elected.
John Broome, Chair
Mitchell S.T. Wine
Gregg Herbert
Mitchell S.T. Wine also serves as the Secretary of the Company, in addition
to his responsibilities on the Compensation Committee.
As required under Item 402(j)(1)(iii) and 402(j)(3) of Regulation S-K, none
of the members of the Compensation Committee had any relationship requiring
disclosure under any paragraph of Item 404 of Regulation S-K.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth those individuals who beneficially owned
more than five percent of the Company's Common Stock as of April 29, 1997. In
addition, the number of shares of the Company's Common Stock beneficially owned
by each director and officer, and the number of shares beneficially owned by the
directors and executive officers of the Company as a group, as of April 29, 1997
are disclosed below in the same table. The information was furnished to the
Company by the identified individuals and by the Company's Transfer Agent.
Amount and Nature of Percent of Common
Name Beneficial Ownership (1) Shares Outstanding
Beneficial Owners of More Than 5%
- - ---------------------------------
Oeri Finance Inc. 2,402,196 (2) 17.0%
Peter Merian-Strasse 50
CH-4002 Basel, Switzerland
Felix A. Oeri 2,602,196 (3) 18.4%
Peter Merian-Strasse 50
CH-4002 Basel, Switzerland
Executive Officers
Stephen Rubenstein 260,000 (4) 2.0%
Directors
Mitchell S.T. Wine 215,000 (5) 1.7%
John Broome 55,000 (6) --% (8)
Gregg Herbert 50,000 (7) --% (8)
Directors & Executive Officers as a Group
- - -----------------------------------------
3,182,196 21.9%
1) All shares are common class.
2) Includes 318,750 shares which may be acquired upon exercise of
options; and 1,001,44 shares which may be acquired pursuant to the
terms of the Senior Secured Convertible Note.
3) Includes the amount and nature of beneficial ownership held by Oeri
Finance,Inc., a company of which Mr. Oeri is a principal shareholder
and 50,000 shares which may be acquired upon exercise options.
4) Includes 250,000 shares which may be acquired upon exercise of options.
5) Includes 55,000 shares which may be acquired upon exercise of options.
6) Includes 55,000 shares which may be acquired upon exercise of options.
7) Includes 50,000 shares which may be acquired upon exercise of options.
8) Less than 1%.
Item 13. Certain Relationships and Related Transactions
During 1996, all transactions involving officers or directors of the
Company were considered by Management to be adequately disclosed elsewhere in
the 10-K as part of Note 11 to the Financial Statements.
Pursuant to the requirements of Section 13 of 15(d) of the Securities
Exchange Act of 1934, JB Oxford Holdings, Inc. has duly caused this report to be
signed on its behalf by the undersigned thereunto duly authorized.
JB Oxford Holdings, Inc.
Stephen M. Rubenstein Chief Executive Officer
Michael J. Chiodo Acting Chief Financial Officer
Mitchell S.T. Wine Director
April 30, 1997
