SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________
FORM 10-KSB/A
AMENDMENT NO. 1
TO
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the fiscal year ended March 31, 1999
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: 0-18034
ENTERPRISE SOFTWARE, INC.
(Name of Small Business Issuer in Its Charter)
DELAWARE 68-015837
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
8415 Explorer Drive, Colorado Springs, Colorado 80920
(Address of Principal Executive Offices) (Zip Code)
(719) 265-3200
(Issuer's Telephone Number, Including Area Code)
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act:
COMMON STOCK, $.001 PAR VALUE
(Title of Class)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or
<PAGE>
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
--- ---
Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B 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. [ ]
Revenues for the issuer's most recent fiscal year ended March 31, 1999
were $31,325,618.
As of June 18, 1999, there were 5,406,496 shares of Common Stock issued
and outstanding, and the aggregate market value of the issued and outstanding
Common Stock held by non-affiliates was approximately $30 million.
Documents incorporated by reference: None.
Transitional Small Business Disclosure Format (check one):
Yes No X
--- ---
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PART III
ITEM 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance With Section 16(a) of the Exchange Act.
Management of the Company
Set forth below is certain information with respect to the current
directors and executive officers of the Company:
<TABLE>
<CAPTION>
NAME AGE POSITION WITH THE COMPANY
---- --- -------------------------
<S> <C> <C>
Robert Beauregard 60 Director
Robert A. Blay 40 Assistant Secretary, Vice President of International
Operations, and Managing Director of Enterprise Air
Time Systems, Ltd.
H. Bradley Eden 40 Director and Secretary
Cary Fitchey 46 Director
David W. Martin 49 Chief Financial Officer and Group Financial Director
of Enterprise Systems Group, Ltd. ("Enterprise Ltd.")
Joseph J. Porfeli 51 Director
Irwin Schlass 53 Director
Richard L. Schleufer 46 Chairman of the Board and Chief Executive Officer,
and Chief Executive Officer of Enterprise Ltd.(1)
_______________________
(1) On February 22, 1999, Mr. Andre A. Blay stepped down from the position
of Chairman and Chief Executive Officer of the Company.
</TABLE>
RICHARD L. SCHLEUFER has been the Chairman of the Board of Directors
and Chief Executive Officer of the Company since February 1999 and has been a
director of the Company since the Company acquired Enterprise Ltd. in May 1996.
Mr. Schleufer has served as the Chief Executive Officer of Enterprise Ltd. since
June 1996 and served as President and Chief Executive Officer of Enterprise
Systems Group, Inc., an indirect North American subsidiary of Enterprise Ltd.,
from August 1987 to June 1996. Mr. Schleufer joined Enterprise Systems Group,
Inc. in 1986 as its Vice President of Finance and Administration. Mr. Schleufer
has also been a director of Tava Technologies, Inc. since January 1998.
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ROBERT BEAUREGARD has been a director of the Company since August 1997.
He is President of The Beauregard Group, Inc., a marketing and communications
consulting company, a position he has held since founding that company in 1994.
From 1988 to 1994, Mr. Beauregard was the Group Publisher and President of
Sports Publishing Group, Inc., a Times Mirror Magazine company, and from 1964
until joining Times Mirror, he held various executive offices with J. Walter
Thompson advertising agency and several publishing companies in Canada, Europe
and the United States.
H. BRADLEY EDEN has been a director of the Company since June 1997 and
Secretary of the Company since December 1997. He is the Chairman of Eden
Capital, LLC, a holding company formed by him in 1996 to hold ownership
interests in various investment advisory firms. Before forming Eden Capital, Mr.
Eden served as President of Fund Evaluation Group, an investment consulting firm
that he co-founded in 1985.
JOSEPH J. PORFELI has been a director of the Company since January
1999. He served as President of REVIVE Technologies Incorporated (which is now
named RVT Incorporated) from September 1998 until April 1999. Mr. Porfeli served
as Chairman, President and Chief Executive Officer of REVIVE's predecessor (also
called REVIVE Technologies Incorporated) from May 1997 until it was acquired by
the Company in September 1998. Before joining REVIVE, Mr. Porfeli served from
1989 to 1996 as President and Chief Executive Officer of EIS International, a
provider of software, systems and servers for the call center industry.
CARY FITCHEY has been a director of the Company since February 1999. He
has been the Managing Partner of British Pacific Partners ("BPP") since its
formation in January 1998. BPP invests in potential industry consolidation
opportunities and provides advisory services for companies in turnaround
situations. Prior to founding BPP, from May 1993 to June 1998 Mr. Fitchey was a
partner of Dartford Partnership, which made investments in branded products in
the food and beverage categories. Mr. Fitchey also served as a director of
Digital Video from October 1998 to June 1999.
IRWIN SCHLASS has been a director of the Company since February 1999.
He is the Chairman and Chief Executive Officer of InterEquity Capital
Corporation ("ICC"), the general partner of InterEquity Capital Partners L.P., a
New York City-based venture capital firm, a position he has held since January
1998. Prior to becoming the Chief Executive Officer, Mr. Schlass served as the
President of ICC from 1990 until 1998. Mr. Schlass is also the President and
owner of Irwin Schlass Enterprises, Inc., a management and investment firm
specializing in telecommunications and real estate.
DAVID W. MARTIN has been Chief Financial Officer of the Company since
June 1998. He also is the Group Financial Director of Enterprise Ltd., a
position he has held since September 1989. Mr. Martin joined Enterprise Ltd. in
1982.
ROBERT A. BLAY has been the Assistant Secretary of the Company since
November 1997. He has also holds the position of Vice President of International
Operations since September 1998, after relocating to London, England. In
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September 1998, he also became Managing Director of Enterprise Air Time Systems,
Limited, a subsidiary of the Company which runs the Company's European and
African operations. From November 1997 to September 1998, Mr. Blay served as
Vice President of Business Development. From December 1996 to November 1997, Mr.
Blay was the Director of Sales for Hot Coupons, Inc, an internet startup
company. In November 1995, he became the Vice President of Geppetto's Workshop,
L.L.C., a database warehousing company, and served in that capacity until
October 1996. Mr. Blay was the Vice President of Affiliate Sales for Black
Entertainment Television from May 1992 until November 1995.
All directors of the Company hold office until the next annual meeting
of its stockholders or until their successors are elected or appointed. Officers
of the Company are elected by and serve at the discretion of the Board of
Directors. No director or officer of the Company is related to any other Company
director or officer, except that Robert A. Blay is the son of Andre A. Blay.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's directors and executive officers and any
beneficial owner of more than ten percent of the Company's outstanding common
stock to file with the Securities and Exchange Commission (the "SEC") initial
reports of beneficial ownership and subsequent reports of changes in beneficial
ownership of Company's equity securities. SEC regulations also require such
persons to furnish the Company with copies of all Section 16(a) forms that they
file.
Based solely on a review of Section 16(a) forms filed with the SEC and
submitted to the Company with respect to its fiscal year ended March 31, 1999
("fiscal 1999") by persons subject to Section 16(a) reporting concerning the
Company's equity securities during that fiscal year and a review of written
statements from some of them to the effect that other Section 16(a) forms were
not required, the Company believes that all Section 16(a) forms required of such
persons with respect to fiscal 1999 were timely filed, except that:
* Andre Blay (who was a director of the Company until June 1999) was
late in reporting four share purchases in March 1998 and four
share purchases in April 1998;
* Mr. Porfeli was late in filing a report concerning his beneficial
ownership when he became a director of
the Company in January 1999;
* Mr. Martin was late in filing a report concerning his beneficial
ownership when he became the Chief Financial Officer of the
Company in June 1998;
* Mr. Eden was late in reporting a purchase of shares in June 1998;
* Mr. Fitchey was late in filing a report concerning his beneficial
ownership when he became a director of the Company in February
1999; and
* James Ware, who served as a director of the Company from January
6, 1999 to January 9, 1999, did not file a report concerning his
beneficial ownership when he became a director of the Company.
In addition, none of Andre Blay, James Ware, Thomas Baur, Richard
Schleufer, David Martin, Joseph Porfeli, Cary Fitchey, Irwin Schlass, H. Bradley
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Eden, Robert Beauregard and Robert Blay filed a Form 5 with respect to fiscal
1999 nor did they advise the Company in writing that such filing was not
required.
ITEM 10. Executive Compensation.
Certain Summary Information
The following table provides information concerning the compensation
for services in all capacities to the Company for fiscal 1999 and the two
preceding fiscal years (if he also was an executive officer of the Company
during those years) for Richard L. Schleufer, who has been the Company's Chief
Executive Officer ("CEO") since February 1999, Andre Blay, who served as the CEO
from July 1997 until February 1999, and each other individual who served as an
executive officer of the Company during fiscal 1999 and whose total salary and
bonus for that year exceeded $100,000 (Messrs. Schleufer and Blay and such other
individuals, the "named executives"). Certain information for the fiscal years
ended March 31,1997 and March 31,1998 is not presented because such named
executive was not an executive officer of the Company during that year.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
ANNUAL LONG-TERM
COMPENSATION (1) COMPENSATION
--------------------- ------------
AWARDS
------
SHARES OF COMMON
NAME AND STOCK UNDERLYING
PRINCIPAL POSITION FISCAL YEAR SALARY ($) BONUS ($) OPTIONS # (9)
- -------------------------------------- ------------- --------------- ----------- ------------------
<S> <C> <C> <C> <C>
Richard L. Schleufer..................... 1999 $259,600 (2) $100,000 -0-
Chairman of the Board and 1998 $219,600 (2) $50,000 -0-
Chief Executive Officer 1997 $169,600 (2) $80,000 -0-
Andre A. Blay............................ 1999 $285,000 (3) (4) $125,000 (5) -0-
Former Chairman and Chief Executive 1998 $196,800 (3) (4) $75,000 -0-
Officer
David W. Martin........................... 1999 $147,600 (6) $40,000 -0-
Chief Financial Officer
Robert A. Blay........................... 1999 $150,000 (7) $40,000 -0-
1998 $30,000 (8) $25,000 -0-
___________________
(1) Does not include any information concerning perquisites or other personal benefits, the incremental cost to
the Company for each named executive in each fiscal year, of which, was less than 10% of the total salary
and bonus reported for the named executive for the fiscal year.
(2) Includes a $9,600 automobile allowance.
(3) Includes a $6,800 automobile allowance and does not include $285,000 paid as consulting fees to Mackinac
Media, Inc., which is affiliated with Mr. Andre Blay and $10,200 paid as automobile allowance. Mr. Blay
resigned from the Board in June 1999.
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<PAGE>
(4) On February 22, 1999, Mr. Andre A. Blay stepped down from the position
of Chairman and Chief Executive Officer, and was replaced by Mr.
Richard L. Schleufer. On June 28, 1999, the Company entered into a
settlement and release agreement with Andre Blay pursuant to which the
Company paid $425,000 to Mr.Blay in settlement of certain outstanding
compensation claims. In addition, Mr. Blay and the Company have agreed
that the outstanding dispute regarding the amount, vesting schedule and
strike price of the stock options to which Mr.Blay believes he is
entitled will be submitted to arbitration.
(5) See footnote 4 above. This bonus was included in the settlement of Mr.
Blay's outstanding compensation claims.
(6) Does not include the use, for private purposes, of a vehicle owned by
Enterprise Air-Time Systems Limited.
(7) Does not include the use, for private purposes, of a vehicle owned by
Enterprise Air-Time Systems Limited and a $29,000 housing provision.
(8) Mr. Blay became the Assistant Secretary of the Company in November
1997. Does not include a $11,000 consulting fee.
(9) The Board of Directors has authorized the payment of a cash bonus to
each of Robert Blay, David Martin and Richard Schleufer in the amounts
of approximately $160,000, $175,000 and $615,000, respectively, upon
consummation of the merger with LiveWire. As a condition to receiving
their bonus, each of Robert Blay, David Martin and Richard Schleufer
have agreed to release the Company from all claims relating to any
previously cancelled stock options and stock appreciation rights.
</TABLE>
Certain Information Concerning Stock Options and SARs
During fiscal 1999, the Company granted to key employees and directors
approximately 644,000 stock appreciation rights ("SARs") at a strike price of
$4.50 per right. No SARs were granted by the Company in any prior fiscal year.
During March 1999, the Board of Directors rescinded the Stock Appreciation
Rights plan. In lieu of certain cancelled SARs and upon the full release of all
claims to any stock options or other compensation, the Board of Directors has
authorized the payment of a cash bonus to each of Robert Blay, David Martin and
Richard Schleufer in the amounts of approximately $160,000, $175,000 and
$615,000, respectively, upon consummation of the merger with LiveWire. During
fiscal 1999, the Company did not grant any other options to purchase the
Company's common stock to any of its named executives.
During fiscal 1999, none of the named executives exercised any option
to purchase Company common stock that had been granted to him by the Company.
The following table provides information concerning their holdings of such
options at the end of the fiscal year. Share numbers reported in this table give
effect to the 4-to-1 reverse split of the Company's common stock that occurred
July 1998 (the "Reverse Stock Split). Values have been calculated by multiplying
those numbers by the NASDAQ closing price of the common stock at fiscal year
end, adjusted for the Reverse Stock Split, and subtracting the aggregate
exercise price for the optioned shares.
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<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN LAST FULL FISCAL YEAR
AND FY-END OPTION/SAR VALUES
Number of Value of Unexercised
Unexercised Options/SARs In-The-Money Options/SARs
At FY-End (#) At Fy-End ($)
Exercisable/ Exercisable/
NAME Unexercisable Unexercisable
- ---- ------------- -------------
<S> <C> <C>
Richard L. Schleufer (1) N/A
Andre A. Blay (2) (2)
David W. Martin (1) N/A
Robert A. Blay (1) N/A
___________________
(1) See footnote 9 to Summary Compensation Table.
(2) See footnote 4 to Summary Compensation Table.
</TABLE>
Employment Contracts, Termination of Employment and Change in Control
Arrangements
Richard Schleufer has an employment agreement with the Company. Its
stated term expires on May 23, 2003, though either party can terminate it
without "cause" (as defined in the agreement) on 30 days' notice. The Company
can terminate the agreement with cause immediately upon written notice to Mr.
Schleufer. Under the agreement, Mr. Schleufer is entitled to receive a base
salary at the rate of $250,000 per year, subject to annual adjustment, and a
discretionary annual bonus in an amount to be determined by the Compensation
Committee and the Board of Directors based on his achievement of personal
performance goals to be established each year by the Committee or the Board. If
the Company terminates Mr. Schleufer's employment (other than for cause) during
the two years following a "change of control" (as defined in the agreement), it
must make a cash payment to him in an amount equal to the greater of twice his
annual base salary or his annual base salary multiplied by the number of years
remaining in the agreement's stated term. Except in connection with a change of
control, if the Company terminates his employment (other than for cause or due
to death or disability), he is entitled to continue to receive his base salary
for one year following termination. The Company must require any assignee of
substantially all of its business or assets to assume the agreement, and if it
does not, Mr. Schleufer has the right to terminate the agreement. If he chooses
to exercise such right, the Company must pay Mr. Schleufer the same amount it
would have been required to pay if it had terminated his employment within two
years following a change of control.
David Martin has an employment agreement with the Company. Its stated
term expires on February 5, 2003, though Mr. Martin can terminate it with or
without "cause" (as defined in the agreement) on 30 days' notice. The Company
can terminate the agreement without cause upon one year's prior written notice,
and may terminate it with cause immediately upon written notice to Mr. Martin.
Under the agreement, Mr. Martin is entitled to receive a base salary at the rate
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of (pound)90,000 per year, subject to annual adjustment, and a discretionary
annual bonus in an amount to be determined by the Compensation Committee and the
Board of Directors based on his achievement of personal performance goals to be
established each year by the Committee or the Board. If the Company terminates
Mr. Martin's employment (other than for cause) during the two years following a
"change of control" (as defined in the agreement), it must make a cash payment
to him in an amount equal to the greater of twice his annual base salary or his
annual base salary multiplied by the number of years remaining in the
agreement's stated term. The Company must require any assignee of substantially
all of its business or assets to assume the agreement, and if it does not, Mr.
Martin has the right to terminate the agreement. If he chooses to exercise such
right, the Company must pay Mr. Martin the same amount it would have been
required to pay if it had terminated his employment within two years following a
change of control.
Robert Blay has an employment agreement with the Company. Its stated
term expires on October 31, 2003, though either party can terminate it without
"cause" (as defined in the agreement) on 30 days' notice. The Company can
terminate the agreement with cause immediately upon written notice to Mr. Blay.
Under the agreement, Mr. Blay is entitled to receive a base salary at the rate
of $120,000 per year, subject to annual adjustment, and a discretionary annual
bonus in an amount to be determined by the Compensation Committee and the Board
of Directors based on his achievement of personal performance goals to be
established each year by the Committee or the Board. If the Company terminates
Mr. Blay's employment (other than for cause) during the two years following a
"change of control" (as defined in the agreement), it must make a cash payment
to him in an amount equal to the greater of twice his annual base salary or his
annual base salary multiplied by the number of years remaining in the
agreement's stated term. Except in connection with a change of control, if the
Company terminates his employment (other than for cause or due to death or
disability), he is entitled to continue to receive his base salary for one year
following termination. The Company must require any assignee of substantially
all of its business or assets to assume the agreement, and if it does not, Mr.
Blay has the right to terminate the agreement. If he chooses to exercise such
right, the Company must pay Mr. Blay the same amount it would have been required
to pay if it had terminated his employment within two years following a change
of control.
Director Compensation
Beginning in the fiscal year 1998, directors of the Company other than
those who also are employees of the Company or a subsidiary are paid $1,000 for
each Board meeting attended in person. The Company also reimburses non-employee
directors for travel expenses incurred to attend board meetings. During fiscal
1999 and fiscal year 1998, there were no options to purchase Company common
stock granted to directors of the Company.
The compensation of non-employee directors has not been determined.
ITEM 11. Security Ownership of Certain Beneficial Owners and Management.
Principal Stockholders
The following table provides information regarding each person known by
Enterprise to own beneficially, as of July 15, 1999 (unless otherwise indicated
by footnote), more than five percent of the Company's outstanding common stock.
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The sources of information concerning parties named in the table are indicated
in the notes to the table. Where a source of information is dated prior to the
Reverse Stock Split, the number of shares reported has been adjusted to reflect
the Reverse Stock Split.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF BENEFICIAL OWNER NUMBER OF SHARES PERCENT OF CLASS (1)
- ------------------------------------ ---------------- --------------------
<S> <C> <C>
Cary S. Fitchey, Robert Lautz
Graeme Jenner, Peter Rhodes-Dimmer, 699,824 12.94
Judith K. Thome, Steven Michael Ross, William D.
Killion (through Killer Barn, Inc.), and William
Kunkel(2)
18930 Pacific Coast Highway
Malibu, California 90265 (3)
AWM Investment Company, Inc.
Austin W. Marxe, David Greenhouse and certain related 345,200 6.38
Limited partnerships (4)
153 East 53rd Street, 51st Floor
New York, New York 10222
InterEquity Capital Partners, L.P.
Irwin Schlass and certain of his relatives, 287,113 5.31
Stephen Raphael and certain of his
Relatives (5)
220 Fifth Avenue
New York, New York 10001
Andre A. Blay (6) (7) 283,570 5.24
40240 Fairway III Drive
Northville, Michigan 48167
_____________________
(1) Based on 5,406,496 shares of common stock outstanding on June 18, 1999.
(2) Information reported is based on a Schedule 13D filed with the SEC on August 21, 1998, as amended on January
15, 1999 (the "Fitchey Schedule"). According to the Fitchey Schedule, Mr. Fitchey is the Managing Partner of
British Pacific Partners, Mr. Lautz is a consultant for Peerling Capital, Mr. Jenner is a consultant, Mr.
Rhodes-Dimmer is a business project manager, Ms. Thome and Mr. Ross are retired, and Mr. Kunkel is a Senior
Vice President of CBS International Media. Also according to the Fitchey Schedule, Killer Barn, Inc. is
owned and controlled by Mr. William D. Killion. Based on the Fitchey Schedule, Mr. Fitchey has sole voting
and dispositive power over 34,500 of the reported shares, Mr. Lautz has sole voting and dispositive power
over 76,110 of the reported shares, Mr. Jenner has sole voting and dispositive power over 31,034 of the
reported shares, Mr. Rhodes-Dimmer has sole voting and dispositive power over 54,495 of the reported shares,
Ms. Thome has sole voting and dispositive power over 56,327 of the reported shares, Mr. Ross has sole voting
and dispositive power over 53,097 of the reported shares, Mr. Killion (through Killer Barn, Inc.) has sole
voting and dispositive power over 382,500 of the reported shares, and Mr. Kunkel has sole voting and
dispositive power over 11,761 of the reported shares. However, the Fitchey Schedule also reports that each
named individual also has shared voting power over the same number of shares identified for him or her
above.
(3) The address above is the address reported in the Fitchey Schedule for Mr. Fitchey. Different addresses are
listed in a "Schedule A" to the Fitchey Schedule for the other persons named above.
(4) Information reported is based on a Schedule 13G (the "Marxe/Greenhouse Schedule") filed with the SEC on
February 12, 1999 by AWM Investment Company, Inc. ("AWM"), Mr. Marxe, Mr. Greenhouse, Special Situations
Fund III, L.P. ("SSF III"), Special Situations Cayman Fund L.P. (the "Cayman Fund"), and MGP Advisers
Limited Partnership ("MGP"). According to the Marxe/Greenhouse Schedule, MGP acts as general partner of and
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<PAGE>
investment advisor to SSF III. AWM acts as the general partner of MGP and as the general partner of and the
investment advisor to the Cayman Fund. MGP and AWM are referred to herein, individually, as an "Adviser"
and, collectively, as the "Advisers." Austin W. Marxe and David Greenhouse serve as officers, directors and
members or principal shareholders of the Advisers. The principal business of SSF III and the Cayman Fund is
to invest in, sell, convey, transfer, exchange and otherwise trade in principally equity and equity related
securities. Based on the Marxe/Greenhouse Schedule, Mr. Greenhouse and Mr. Marxe may be viewed as sharing
voting and dispositive power over all of the reported shares, partially with AWM, MGP, the SS Fund, and
partially with the Cayman Fund.
(5) Information reported is based on information provided to the Company by InterEquity Capital Partners, L.P.
("InterEquity") in August 1999. According to a Schedule 13D filed with the SEC on June 18, 1998, as amended
on August 25, 1998 and February 4, 1999 (the "InterEquity Schedule") by InterEquity, Irwin Schlass, Natalie
Schlass, Jack Schleifer, Stephen Raphael, Marjorie Raphael, Lucille Raphael, Jacqueline Raphael, and Joanne
Alonso, InterEquity is a small business investment company, the sole general partner of which is InterEquity
Capital Corporation ("ICC"); Mr. Schlass is a director, the Chairman, and the Chief Executive Officer of ICC
and Mr. Raphael is a director of ICC. Mr. Schlass also joined the Board of Directors of Enterprise on
February 3, 1999. Natalie Schlass and Mr. Schleifer are relatives of Mr. Schlass, and the other reporting
persons are relatives of Mr. Raphael. Based on information provided to the Company by InterEquity,
InterEquity beneficially owns 101,863 of the reported shares (possibly with shared voting and/or dispositive
power over some of them), Natalie Schlass has shared voting and dispositive power over 11,250 of the
reported shares; Mr. Schlass beneficially owns 17,000 of the reported shares (with shared voting and/or
dispositive power over 11,250 of them); Mr. Schleifer has sole voting and dispositive power over 93,875 of
the reported shares; Mr. Raphael has sole voting and dispositive power over 19,625 of the reported shares;
Marjorie Raphael has sole voting and dispositive power over 500 of the reported shares; Lucille Raphael has
sole voting and dispositive power over 49,250 of the reported shares; Jacqueline Raphael has sole voting and
dispositive power over 500 of the reported shares; and Joanne Alonso has sole voting and dispositive power
over 4,500 of the reported shares.
(6) Information reported has been provided by Mr. Andre Blay.
(7) Includes shares held in the Andre A. Blay Living Trust or the Robert A. Blay Trust, for each of which Andre
Blay acts as sole trustee, and shares held in the Andre A. Blay Individual Retirement Account, for which he
acts as sole custodian. Does not include 37,650 shares owned beneficially and of record by Nancy Blay, his
spouse.
</TABLE>
Officers and Directors
The following table provides information concerning the beneficial
ownership of the Company's common stock as of July 15, 1999 by each director and
each current executive officer of the Company, in each case based on information
provided by him, and by all directors and current executive officers as a group.
<TABLE>
<CAPTION>
NAME NUMBER OF SHARES (1) PERCENT OF CLASS (2)
---- -------------------- --------------------
<S> <C> <C>
Cary Fitchey (3)........................... 34,500 *
Robert Beauregard.......................... 13,750 *
H. Bradley Eden............................ 3,841 *
Richard L. Schleufer....................... 16,300 *
Joseph J. Porfeli.......................... 119,000 2.20%
Irwin Schlass (4).......................... 17,000 *
David W. Martin (5)........................ 5,932 *
Robert A. Blay ............................ 0 *
All director nominees and current executive 208,323 3.84%
officers as a group (8 persons)
_________________
* Less than 1%.
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(1) Pursuant to applicable SEC regulations, for purposes of reporting
shares and the percentage of outstanding shares owned by a named
individual, shares subject to options or warrants owned by that
individual and currently exercisable or which will become exercisable
within the next 60 days (but no shares subject to options or warrants
owned by any other individual) are treated as outstanding. For purposes
of reporting with respect to the group, shares subject to options or
warrants reported for any named individual are treated as outstanding.
Unless otherwise indicated by other notes to this table, each
individual named has sole voting power and sole dispositive power over
the shares reported for him.
(2) Based on 5,406,496 shares of common stock outstanding on June 18, 1999.
(3) See note (2) to the immediately preceding table.
(4) See note (5) to the immediately preceding table.
(5) Excludes 2,535 shares of common stock owned by Sheila Lillian Martin,
his wife.
</TABLE>
ITEM 12. Certain Relationships and Related Transactions.
Certain decisions concerning the compensation of executive officers of
the Company in fiscal 1999, including the named executives, were made by the
Compensation Committee of the Board of Directors of the Company. All other such
decisions were made by the full Board of Directors.
The current members of the Compensation Committee are Messrs. Fitchey,
Eden and Beauregard. Mr. Fitchey joined the committee in March 1999. Messrs.
Eden and Beauregard joined the Committee in October 1997.
In connection with the disposition of REVIVE, the Company and RVT
Incorporated entered into a Termination and Consulting Agreement, dated as of
April 16, 1999, with Joseph Porfeli providing for aggregate payments of
$182,000.
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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.
ENTERPRISE SOFTWARE, INC.
Date: August 11, 1999 By: /S/ RICHARD L. SCHLEUFER
------------------------------------------------
Richard L. Schleufer
Chairman and Chief Executive Officer
In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.
/S/ DAVID W. MARTIN
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David W. Martin
Chief Financial Officer
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H. Bradley Eden
Director
/S/ CARY FITCHEY
------------------------------------------------
Cary Fitchey
Director
/S/ IRWIN SCHLASS
------------------------------------------------
Irwin Schlass
Director
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Robert Beauregard
Director
/S/ JOSEPH PORFELI
------------------------------------------------
Joseph Porfeli
Director
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