SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Mark One)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES AND
EXCHANGE ACT OF 1934
For the Fiscal Year Ended June 30, 1998
/__/ TRANSITION REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______ to __________
Commission File Number: 0-18711
ACTRADE INTERNATIONAL, LTD.
(Name Of Small Business Issuer In Its Charter)
Delaware 13-3437739
(State Or Other Jurisdiction Of Incorporation
or Organization) (IRS Employer Ident. No.)
7 Penn Plaza, Suite 422, New York, New York 10001
(Address Of Principal Executive Offices) (Zip Code)
Issuer's Telephone Number:(212) 563-1036
Securities registered pursuant to Section 12 (b)of the Act:
Title of each class Name of Exchange on which registered
Securities registered pursuant to Section 12 (g) of the Act:
Common - 8,541,051 Shares Outstanding as of the date of this Report
(Title Of Class)
Check whether the issuer (1) 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 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___
Check if there is no disclosure of delinquent filers in response 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 /_X_/
State the issuer's revenues for its most recent fiscal year. $98,475,496
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 price of such stock, as of a specified date within the past 60
days. As of August 12, 1998, the value of such stock was: $91,674,592.
<PAGE>
ITEM 2. PROPERTIES.
The Company's principal corporate offices are located at 7 Penn Plaza, Suite
422, New York, NY 10001, where it occupies approximately 5,000 square feet of
office space. This lease expires March 31, 2000, and provides for monthly
rentals of $4,400, commencing June 1, 1991 with annual increases of 4.5%. During
fiscal 1997, the Company secured an additional 3,477 square feet of office space
within 7 Penn Plaza, although not contiguous to its original offices. This space
houses both executive and operating offices for the Company and its
subsidiaries.
As of December 1, 1991, the Company opened a regional sales office, pursuant to
an original three-year lease, which has since been renewed upon similar terms
and conditions, with an unaffiliated third party, at 6700 North Andrews Avenue,
Suite 101, Ft. Lauderdale, Florida, where it occupies approximately 979 square
feet of office space. This office is managed by Mr. Leon Schorr, Vice President.
Actrade S.A. maintains a separate sales office at 14 Benyamin Ave., Nathanya,
Israel, where it leases approximately 600 square feet of office space from
Mercaz Haneyar Atara Marketing and Distribution Ltd. ("Mercaz"), an unaffiliated
third party, who also serves as a commission sales agent for Actrade S.A. Under
this agreement, Mercaz also provides Actrade S.A. with all necessary office
furniture and equipment, telephone service, basic secretarial and clerical
services and an office manager to coordinate Actrade's office operations.
Actrade S.A. pays an annual fee of $6,000, which is payable at the end of each
year and is subject to downward adjustment based upon the commissions paid to
Mercaz during such year.
The Company believes that it's present facilities will be adequate for its
purposes for the foreseeable future and does not anticipate the need for
additional office or operating facilities. However, as part of Capital's
expansion program, management plans to open additional regional sales and
marketing offices in connection with its TAD Program. As of the date of this
Report, Capital maintains Regional Sales Offices in Philadelphia, Chicago,
Houston, Atlanta and Los Angeles. Each of these sales offices consist of less
than 2,000 useable square feet and are all leased from independent third
parties.
As of June 30, 1998 the Company had 44 employees.
ITEM 3. LEGAL PROCEEDINGS.
The Company has no legal proceedings which are unusual in nature or not in the
normal course of its business or material in amount. The Company knows of no
litigation pending, threatened or contemplated, or unsatisfied judgments against
it. The Company knows of no legal action pending or threatened or judgments
entered against any officers or directors of the Company in their capacity as
such.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
An Annual meeting of the Shareholders of the Company was held on November 10,
1997 at which meeting the Shareholders voted upon the following matters:
Election of the current Board of Directors; and
Approval of Zeller Weiss & Kahn as the Company's Independent Public
Accountants for the 1998 fiscal year.
<PAGE>
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
The principal market on which the Company's securities are traded is the
over-the-counter market. Since November, 1996 the Company's securities have been
trading on the NASDAQ National Market System under the symbol "ACRT." The
following table sets forth for the periods indicated the range of high and low
bid quotations for the Company's Common Stock which were listed for the
Company's Common Stock as reported by NASDAQ in the Monthly Statistical Reports.
PERIOD HIGH LOW
-------------------------------------------------------------------------
Quarter ended June 30, 1995 $1.75 $1.25
Quarter ended September 30, 1995 $1.9375 $1.50
Quarter ended December 31, 1995 $2.00 $1.5625
Quarter ended March 31, 1996 $3.1875 $1.75
Quarter ended June 30, 1996 $5.75 $3.8175
Quarter ended September 30, 1996 $6.375 $2.75
Quarter ended December 31, 1996 $8.25 $5.25
Quarter ended March 31, 1997 $17.625 $7.50
Quarter ended June 30, 1997 $15.50 $10.75
Quarter ended September 30, 1997 $12.125 $11.25
Quarter ended December 31, 1997 $30.00 $14.125
Quarter ended March 31, 1998 $17.625 $11.8125
On August 12, 1998 the reported closing price for the Company's Common
Stock was $14.938 per Share; there were 8,122 sharehoders with 377 record
holders of the Company's Shares; and there were nineteen (19) market makers for
the Company's securities.
The Company has not paid any cash dividends and there are presently no plans to
pay any such dividends in the foreseeable future. The declaration and payment of
dividends in the future will be determined by the Board of Directors in light of
conditions then existing, including earning, financial condition, capital
requirements and other factors. There are no contractual restrictions on the
Company's present or future ability to pay dividends. Further, there are no
restrictions in any of the Company's subsidiaries which would, in the future,
adversely affect the Company's ability to pay dividends to its shareholders.
<PAGE>
continued in a similar capacity with Franklin's International Banking Department
with his primary area of responsibility including Germany, Switzerland, Austria
and the Benlux Countries. In 1974 Mr. Furstner joined European American Bank in
New York City as Assistant Treasurer/Assistant Vice President (from 1974 - 1979)
rising to the position of Vice President/Group Head which he held from 1979
until leaving European American Bank in 1987. His duties at European American
Bank primarily involved international credit and bank operations. During his
tenure Mr. Furstner was charged with the management of a geographical area
comprising of the Great Britain, The Netherlands, the Nordic Countries, Eastern
Europe, Yugoslavia and Israel. He was directly involved in export and project
financing, both with and without Eximbank (the Export-Import Bank of The United
States) participation and was actively involved in the implementation of the
bank's lending strategies in order to reduce exposure in high risk countries.
Mr. Furstner was also a participant in the re-scheduling of Polish, Romanian and
Yugoslavian international debt. After 1987, until his retirement in late 1995,
Mr. Furstner served with Banco Portugues do Atlantico, New York City Branch,
where he was charged with implementing the bank's lending strategies for trade
financing with special emphasis on promoting and selling EXIMBANK's CGF program
in the Southern Hemisphere. Mr. Furstner was educated in The Netherlands and
holds a European degree equivalent to a bachelors degree in business
administration and foreign languages.
HARRY FRIEDMAN has served as director of the Company since August 1996.
Profeesor Friedman is presently self-employed as a management consultant and
investment advisor for emerging companies seeking growth through venture capital
financing and/or acquisitions. Professor Freidman has also served on the board
of directors for diverse companies over the years, including having been an
advisor to the board of directors of Tofutti, Inc. a publicly held food company.
Currently he holds a position on the Board of Advisors of Axxes Capital, Inc., a
publically held investment- banking firm that is a member of the National
Association of Securities Dealers, Inc. Professor Friedman teaches various
courses at New York University on Venture Capital, Going Public and Mergers and
Acquisitions. He has also taught at a number of universities both in the United
States and abroad (including Iran and Japan), has lectured on small business and
innovative entrepreneurship under the USIA auspices in Tanzania and Zimbabwe,
and has made exploratory trips to China and over 100 other countries as part of
his missionary efforts to promote the value of emerging company concepts. His
education at the University of California, Los Angeles; the University of
Chicago; the University of Wisconsin; and New York University has ranged from
economics to mathematics to finance. Professor Friedman has also authored a
Working Paper on Mergers and Acquisitions - Offensive and Defensive Strategies
which now appears as a chapter in the Handbook for Corporate Controllers.
Professor Friedman has also served as president of an investment advisory firm
and has appeared as a guest panelist on various financial television programs.
2. Directorships.
None, other than listed above.
(f) Other Involvement in Certain Legal Proceedings.
There have been no events under any bankruptcy act, no criminal
proceedings and no judgments or injunctions material to the evaluation
of the ability and integrity of any director or executive officer
during the past five years.
<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.
ACTRADE INTERNATIONAL, LTD.
Date: October 7, 1998 By:/s/Amos Aharoni_______
Amos Aharoni, Chief Executive Officer
