<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Annual Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934 [Fee Required]
For the Fiscal Year Ended April 30, 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
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Commision File Number 0-18288
DIRECT CONNECT INTERNATIONAL INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 22-2705223
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(State or other jurisdiction of (IRS Employer
incorporation or organization) I.D. No.)
266 Harristown Road, Glen Rock, New Jersey 07452
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (201) 445-2101
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Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:Units consisting of
shares of Common Stock and Class A Warrants, Common Stock, par value $ .001 per
share, Class A Warrants and Class B Warrants.
----------------
(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports to be
filed by Section 13 or 15(d) of the Securities 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 N0
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Indicate by check mark if disclosure of delinquent filers puruant 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{}.
As of July 31, 1996, there were 9,062,066 shares of Common Stock, par value
$ .001 per share, outstanding.
The aggregate market value of the voting stock held by non-affiliates of the
Registrant as of July 31, 1996 was approximately $1,760,000.
DOCUMENTS INCORPORATED BY REFERENCE - NONE
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K
(a) EXHIBITS
*2.0 - Common Stock Purchase Agreement between the Company and Glasgal
Communications, Inc. (filed with Annual Report on Form 10-K for the fiscal
year ended April 30, 1995 as Exhibit 2.0)
*3.1 - Certificate of Incorportation of the Company (filed with
Registration Statement on Form S-18, File No. 33-24473-NY, effective
November 9, 1989 as Exhibit 3.1)
*3.2 - Certificates of Amendment of the Certificate of Incorporation (filed
with Registration Statement on Form S-18, File No. 33-24473-NY, effective
November 9, 1989 as Exhibit 3.2)
*3.3 - Certificate of Designations of Convertible Preferred Stock (filed
with Registration Statement on Form SB-2, File No. 33-58592, effectiveness
pending, as Exhibit 3.3)
*3.4 - By laws of the Company, as amended (filed with Annual Report on Form
10-K for the fiscal year ended April 30, 1990 as Exhibit 3.3)
*4.1 - Specimen Common Stock Certificate (filed with Registration Statement
on Form S-18, File No. 33-24473-NY, effective November 9, 1989 as Exhibit
4.1)
*4.2 - Form of Warrant Agreement relating to Redeemable Class A Warrants
and Redeemable Class B Warrants (filed with Registration Statement on Form
S-18, File No. 33-24473- NY, effective November 9, 1989 as Exhibit 4.3)
*4.3 - Specimen Redeemable Class A Warrant Certificate (filed with
Registration Statement on Form S-18, File No. 33-24473-NY, effective
November 9, 1989 as Exhibit 4.4)
*4.4 - Specimen Redeemable Class B Warrant Certificate (filed with
Registration Statement on Form S-18, File No. 33-24473-NY, effective
November 9, 1989 as Exhibit 4.5)
*4.5 - Specimen 1992 Warrant (filed with Registration Statement on Form
SB-2, File No. 33-585-92, effectiveness pending, as Exhibit 4.5)
*10.1 - License Agreement between the Company and Shari Lewis Enterprises,
Inc. (filed with Annual Report on Form 10-K for the fiscal year ended April
30, 1991 as Exhibit 10.11)
*10.2 - License Agreement between the Company and Shari Lewis Enterprises
Inc. as amended (filed with Registration Statement on Form SB-2, File No.
33-58592, effectiveness pending, as Exhibit 10.8)
*10.3 - Incentive Stock Option Plan of the Company (filed with Registration
Statement on Form S-18, File No. 33-24473-NY, effective November 9, 1989 as
Exhibit 10.4)
*10.4 - Employment Agreement between the Company and Howard G. Peretz
(filed with Annual Report on Form 10-K for the fiscal year ended April 30,
1994 as Exhibit 10.10)
*10.5 - Loan and Security Agreement between the Company and Glasgal
Communications, Inc. (filed with Registration Statement on Form SB-2, File
No. 33-58592, effectiveness pending, as Exhibit 10.15)
<PAGE>
(a) EXHIBITS - continued
21 - List of Subsidiaries: Amerawell Products, Ltd., a Hong Kong
corporation
23 - Auditors' Consent
24 - Power of Attorney
27 - Financial Data Schedule
*Incorporated herein by reference.
(b) FINANCIAL STATEMENT SCHEDULES
None
(c) REPORTS ON FORM 8-K
None
<PAGE>
SIGNATURES
Pursuant to the requirements 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.
DIRECT CONNECT INTERNATIONAL INC.
(Registrant)
By:/s/ Peter S. Schneider
-------------------------
(Peter L. Schneider, President)
Date: October 28, 1996
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<FISCAL-YEAR-END> APR-30-1996
<PERIOD-START> MAY-01-1995
<PERIOD-END> APR-30-1996
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<SECURITIES> 54,171
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