TELESCAN INC
10-K405/A, 1998-04-14
COMPUTER PROGRAMMING, DATA PROCESSING, ETC.
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                       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
         EXCHANGE ACT OF 1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995

                                       OR
(   )    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
         EXCHANGE ACT OF 1934

                      COMMISSION FILE NUMBER: 033-21342 FW

                                 TELESCAN, INC.
             (exact name of Registrant as specified in its charter)

           DELAWARE                                              72-1121748
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

     5959 CORPORATE DRIVE, SUITE 2000
        HOUSTON, TEXAS                                              77036
(Address of principal executive offices)                          (Zip Code)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (713) 588-9700

           SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
           NONE SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

                     COMMON STOCK, $.01 PAR VALUE PER SHARE
                                (Title of Class)

         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 and 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 [ ]

         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.  [X]

         The aggregate market value of the voting stock held by non-affiliates
of the registrant on March 25, 1996, based upon the average bid and asked price
of the Common Stock on NASDAQ Small-Cap Market for such date, was approximately
$37,250,000. The number of outstanding shares of the registrant's Common Stock
on March 25, 1996 was 10,263,796.

                       DOCUMENTS INCORPORATED BY REFERENCE

         Portions of the Registrant's Proxy Statement related to its 1996 Annual
Meeting of Shareholders are incorporated by reference into Part III of this Form
10-K.
<PAGE>

1.       EXHIBITS

EXHIBIT
NUMBER                                      DESCRIPTION
- ------                                      -----------
27       Financial Data Schedule (Restated).
<PAGE>
                                   SIGNATURES

PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) OF THE SECURITIES ACT OF
1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY
THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED IN THE CITY OF HOUSTON, STATE OF
TEXAS, ON MARCH 28, 1996.

                                      TELESCAN, INC.
                           BY:  /s/   DAVID L. BROWN
                                      David L. Brown, Chief Executive Officer

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1934, THIS REPORT HAS BEEN
SIGNED BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATE
INDICATED.
<TABLE>
<CAPTION>
              SIGNATURE                                       TITLE                                     DATE
<S>                                   <C>                                                          <C>

   /s/  DAVID L. BROWN                 Chairman of the Board, Chief Executive Officer and          March 28, 1996
        David L. Brown                      Director (Principal Executive Officer)

  /s/  DR. RICHARD K. CARLIN                   Senior Vice President and Director                  March 28, 1996
       Dr. Richard K. Carlin

  /s/  KAREN R. FOHN                      Chief Financial Officer (Principal Financial             March 28, 1996
       Karen R. Fohn                       Officer and Principal Accounting Officer)

  /s/  ROGER C. WADSWORTH                      Senior Vice President and Director                  March 28, 1996
       Roger C. Wadsworth

  /s/  J. JOSEPH RICKETTS                                   Director                               March 28, 1996
       J. Joseph Ricketts

  /s/  DR. RONALD W. HART                                   Director                               March 28, 1996
       Dr. Ronald W. Hart

  /s/  BURT H. KEENAN                                       Director                               March 28, 1996
       Burt H. Keenan

  /s/  WILLIAM D. SAVOY                                     Director                               March 28, 1996
       William D. Savoy

  /s/  STEPHEN C. WOOD                                      Director                               March 28, 1996
       Stephen C. Wood
</TABLE>

<TABLE> <S> <C>

<ARTICLE> 5
<RESTATED> 
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               DEC-31-1995
<CASH>                                           1,361
<SECURITIES>                                         0
<RECEIVABLES>                                    1,519
<ALLOWANCES>                                        68
<INVENTORY>                                        162
<CURRENT-ASSETS>                                 3,437
<PP&E>                                           3,637
<DEPRECIATION>                                   1,592
<TOTAL-ASSETS>                                  10,136
<CURRENT-LIABILITIES>                            1,730
<BONDS>                                              0
                                0
                                          0
<COMMON>                                           102
<OTHER-SE>                                       7,863
<TOTAL-LIABILITY-AND-EQUITY>                    10,136
<SALES>                                          2,257
<TOTAL-REVENUES>                                10,935
<CGS>                                            1,160
<TOTAL-COSTS>                                    6,037
<OTHER-EXPENSES>                                 6,161
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                  63
<INCOME-PRETAX>                                (1,326)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            (1,326)
<DISCONTINUED>                                     112
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   (1,214)
<EPS-PRIMARY>                                   (0.14)
<EPS-DILUTED>                                   (0.14)
        

</TABLE>


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