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, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER: 0-17508
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 77036
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (281)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 24, 1997, based upon the average bid and asked price of
the common stock on NASDAQ Small-Cap Market for such date, was approximately
$26,400,000. The number of outstanding shares of the Registrant's common stock
on March 24, 1997 was 10,738,693.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Proxy Statement related to its 1997 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, 1997.
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 March 28, 1997
David L. Brown Officer and Director (Principal Executive
Officer)
/s/ DR. RICHARD K. CARLIN Vice Chairman of the Board, March 28, 1997
Dr. Richard K. Carlin Chief Technology Officer
/s/ RONALD WARREN Chief Financial Officer (Principal March 28, 1997
Ronald Warren Financial Officer and Principal
Accounting Officer)
/s/ ROGER C. WADSWORTH Senior Vice President and Director March 28, 1997
Roger C. Wadsworth
/s/ G. ROBERT FRIEDMAN Director March 28, 1997
G. Robert Friedman
/s/ DR. RONALD W. HART Director March 28, 1997
Dr. Ronald W. Hart
/s/ BURT H. KEENAN Director March 28, 1997
Burt H. Keenan
/s/ RUSSELL I. PILLAR Director March 28, 1997
Russell I. Pillar
/s/ WILLIAM D. SAVOY Director March 28, 1997
William D. Savoy
/s/ STEPHEN C. WOOD Director March 28, 1997
Stephen C. Wood
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 667
<SECURITIES> 0
<RECEIVABLES> 2,219
<ALLOWANCES> 86
<INVENTORY> 101
<CURRENT-ASSETS> 3,442
<PP&E> 4,807
<DEPRECIATION> 2,319
<TOTAL-ASSETS> 11,408
<CURRENT-LIABILITIES> 2,987
<BONDS> 0
0
0
<COMMON> 107
<OTHER-SE> 7,857
<TOTAL-LIABILITY-AND-EQUITY> 11,408
<SALES> 1,887
<TOTAL-REVENUES> 12,129
<CGS> 1,138
<TOTAL-COSTS> 7,578
<OTHER-EXPENSES> 6,753
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 72
<INCOME-PRETAX> (2,274)
<INCOME-TAX> 0
<INCOME-CONTINUING> (2,274)
<DISCONTINUED> (660)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,934)
<EPS-PRIMARY> (0.21)
<EPS-DILUTED> (0.21)
</TABLE>
