UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934 [Fee Required]
For the fiscal year ended June 30, 1995, 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 ____________
Commission File No. 0-18695
WORK RECOVERY,INC.
(Exact name of registrant as specified in its charter)
Colorado 68-0165800
(State or other jurisdiction of incorporation (I.R.S. Employer Identification
or organization) Number)
2341 South Friebus Avenue, Suite 14
Tucson, Arizona 85713
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(520) 322-6634
Securities registered pursuant to Section 12(b) of the Act: None.
Securities registered pursuant to section 12(g) of the Act:
Common Stock, $0.004 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 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 No X
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]
State the aggregate market value of the voting stock held by
non-affiliates of the registrant. The aggregate market value shall be computed
by reference to the price at which the stock was sold, or the average bid and
asked prices of such stock, as of a specified date within 60 days prior to the
date of filing:
Registrant's $.004 par value per share common stock is
its sole class of voting stock. As of April 1, 1996,
there were approximately 46,592,998 shares of common
stock outstanding, of which approximately
45,785,000 shares were held by non-affiliates of the
registrant. The closing trading price of the common
stock on that date was $.62 per share, as reported by
Bloomberg Business News. Based upon this price, the
market value of those shares of registrant's voting stock
held by non-affiliates was approximately $28,386,700 as
of April 1, 1996.
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the registrant has filed all documents
and reports required to be filed by Section 12, 13, or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes No Not Applicable X
APPLICABLE ONLY TO CORPORATE REGISTRANTS
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.
Registrant has only one class of common stock outstanding, of
which approximately 46,592,998 shares were outstanding as of April 1, 1996.
DOCUMENTS INCORPORATED BY REFERENCE
None
<PAGE>
PART IV
Item 14. Exhibits, Financial Statement Schedules, and
Reports on Form 8-K
(a)(1) Financial Statements. The following financial
statements are included in this Form 10-K
Opinion of Independent Certified Public Accountants
Consolidated Balance Sheets as of June 30, 1995 and
1994
Consolidated Statements of Operations for the fiscal
years ended June 30, 1995, 1994 and 1993
Consolidated Statements of Shareholders' Equity for
the fiscal years ended June 30, 1995, 1994 and
1993
Consolidated Statements of Cash Flows for the fiscal
years ended June 30, 1995, 1994 and 1993
Notes to Consolidated Financial Statements
(a)(2) Financial Statement Schedules. The following
financial statement schedule is included in this
Form 10-K and should be read in conjunction with
the financial statements:
VIII - Valuation and Qualifying Accounts for the
fiscal years ended June 30, 1995, 1994 and 1993
(a)(3) Exhibits
3.1* Certificate of Incorporation, Certificate of
Amendment dated February 12, 1990
(changing name and reverse splitting
capital shares), Certificate of Amendment
dated July 20, 1990 (establishing a Series
A Preferred Stock), Certificate of
Amendment dated October 31, 1990
(amending Series A Preferred Stock
provisions), Certificate of Amendment
dated October 31, 1990 (amending Series
Preferred Stock provisions), Certificate
of Amendment dated March 18, 1993
(establishing a Series C Preferred Stock),
Certificate of Amendment dated May 19, 1993
increasing authorized capital shares), and
Certificate of Amendment dated June 1,
1993 (establishing a Series D Preferred
Stock).
3.2* Bylaws
4.1* Warrant Agreement dated May 5, 1993,
Registration Rights Agreement dated May 5,
1993, Warrant Agreement dated June 7,
1993, Registration Rights Agreement dated
June 7, 1993, Dealer Warrant Agreement
dated June 7, 1993, Dealer Registration
Rights Agreement dated May 5, 1993, Dealer
Warrant Agreement dated June 7, 1993, Dealer
Registration Rights Agreement dated June
7, 1993, and Stock Sale Agreement and
Debenture Purchase and Registration Rights
Agreement dated April 1, 1993.
10.1 Form of the Company's 1993 Incentive Stock
Option Plan is hereby incorporated by
reference from the Registrant's
Registration Statement on Form S-8 dated
November 18, 1993.
10.2* License Agreement, dated November 14, 1992,
between the Company and Capital Vocational
Specialists, Inc.
10.3* License Agreement, dated November 16, 1992,
between the Company and Stichting
Werkenrode
10.4* Master License Agreement, dated May 4, 1993,
between the Company and Work Recovery
Pty., Ltd.
10.5* License Agreement, dated June 1, 1993,
between the Company and Zhuhai Trading
Systems
10.6* License Agreement, dated March 30, 1993,
between the Company and Mike C. Abraham
10.7* License Agreement, dated April 28, 1993,
between the Company and Midwestern
Diagnostic Assessment Services, Inc.
10.8* License Agreement, dated June 4, 1993,
between the Company and Douglas A. Larson
10.9* License Agreement, dated September 29, 1993,
between the Company and World Co. Ltd.
10.10* License Agreement, dated December 28, 1993,
between the Company and Queensland
Industries, Inc.
10.11* License Agreement, dated March 25, 1994,
between the Company and INC/Eurocontrols
Corp.
10.12* License Agreement, dated March 25, 1994,
between the Company and Alliance Medical
10.13 License Agreement, dated June 29, 1994,
between the Company and Manados
Investments, Ltd.
10.14 Consulting Agreement, dated July 1, 1994,
between the Company and Wincanton
Corporation
10.15 License Agreement, dated September 10, 1994,
between the Company and Al-Sabah Trading
and Development Company PLC
10.16 Master License Distributor Agreement, dated
December 5, 1994, between the Company and
Tradesman Industries, Inc.
10.17 Employment Agreement, dated March 1, 1995,
between the Company and Bobby S. Roberts.
10.18 License Agreement, dated March 9, 1995,
between the Company and Work Recovery Far
East
10.19 License Agreement, dated March 13, 1995,
between the Company and Neval Ltd.
10.20 License Agreement, dated May 24, 1995,
between the Company and Al-Sabah Trading
and Development Company PLC
10.21 License Agreement, dated June 19, 1995,
between the Company and Work Recovery Far
East
10.22 Guarantee and Security agreement, dated July
20, 1995,between the Company and Yorkton
Securities,Inc.
10.23 License Agreement, dated September 11, 1995
between the Company and Intermedia Com.
10.24 Agreement, dated January 18, 1996, between
the Company and Team for New Management,
L.L.C. is hereby incorporated by reference
from the Registrant's Form 8-K dated
January 18, 1996.
10.25 Interim Management Services Agreement, dated
January 18, 1996, between the Company and
Team for New Management, L.L.C. is hereby
incorporated by reference from the
Registrant's Form 8-K dated January 18,
1996.
10.26 Severance Agreement and Release, dated
January 18, 1996, between the Company and
Robert B. Bunker is hereby incorporated by
reference from the Registrant's Form 8-K
dated January 18, 1996.
10.27 Severance Agreement and Release, dated
January 18, 1996, between the Company and
Linda J. Duncan is hereby incorporated by
reference from the Registrant's Form 8-K
dated January 18, 1996.
10.28 Loan Agreement, dated February 26, 1996,
between the Company and Allsup Inc.
10.29 Severance Agreement and Release, dated March
4, 1996, between the Company and
Christopher H. Bingham a former officer and
a former Director of the Company.
27 Financial Data Schedule.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the fourth
quarter of the fiscal year ended June 30, 1995.
A Report on Form 8-K, dated November 8, 1995, was
filed by the Registrant, which reported under Item
5 the delisting of the Registrant's securities from
Nasdaq effective November 9, 1995.
A Report on Form 8-K, dated January 3, 1996, was
filed by the Registrant which reported under Item 5
that the Registrant and Team for New Management,
L.L.C entered into a letter of intent that
contemplates a change in control of the Board of
Directors and management of the Registrant.
A Report on Form 8-K, dated January 18, 1996, was
filed by the Registrant which reported under Items
1 and 5 the resignation of members of the Board of
Directors of the Registrant; the appointment of new
members to the Board; the appointment of Dorcas R.
Hardy as Acting Chair of the Board, Acting Chief
Executive Officer, Acting President and Acting Chief
Financial Officer; the Company and Team for New
Management, L.L.C. entering into an Interim
Management Services Agreement; and the Company
entering into a separate Severance Agreement and
Release with the previous Chief Operating Officer
and the Chief Financial Officer of the Company.
* Incorporated by reference from the Registrant's Registration
Statement on Form S-1 (No. 33-67210) or amendments thereto.
All other exhibits are omitted as the information required is
inapplicable.
<PAGE>
SIGNATURE
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.
WORK RECOVERY, INC.
(Registrant)
By: /s/ DORCAS R. HARDY
Dorcas R. Hardy
Acting Chief Executive Officer (Principal Executive Officer)
Date: May 30, 1996
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AND CONSOLIDATED STATEMENT OF OPERATIONS OF WORK
RECOVERY, INC. AS OF JUNE 30, 1995 AND FOR THE YEAR ENDED JUNE 30, 1995,
RESPECTIVELY, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUN-30-1995
<PERIOD-END> JUN-30-1995
<CASH> 6,554,000
<SECURITIES> 66,000
<RECEIVABLES> 26,790,000
<ALLOWANCES> (25,297,000)
<INVENTORY> 356,000
<CURRENT-ASSETS> 8,802,000
<PP&E> 9,272,000
<DEPRECIATION> (3,623,000)
<TOTAL-ASSETS> 15,659,000
<CURRENT-LIABILITIES> 8,693,000
<BONDS> 0
1,685,000
0
<COMMON> 176,000
<OTHER-SE> 2,850,000
<TOTAL-LIABILITY-AND-EQUITY> 15,659,000
<SALES> 8,142,000
<TOTAL-REVENUES> 8,142,000
<CGS> 11,115,000
<TOTAL-COSTS> 11,115,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 27,678,000
<INTEREST-EXPENSE> 439,000
<INCOME-PRETAX> (51,181,000)
<INCOME-TAX> (332,000)
<INCOME-CONTINUING> (50,849,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (50,849,000)
<EPS-PRIMARY> (1.43)
<EPS-DILUTED> (1.43)
</TABLE>
