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[LOGO OF OPTICAL SECURITY APPEARS HERE]
Corporate Offices
June 27, 1997
Edgar Postmaster
Securities and Exchange Commission
450 5th Street, N.W.
Washington, DC 20549
RE: Optical Security Group
File #0-17531
Form Type 10KSBA
CIK 843961
Gentlemen:
Due to a transmission coding error on the number of pages, we are filing
herewith the attached 10KSBA to include the signature and Financial Index pages
of our Form 10KSB filed with the Securities Exchange Commission on June 27,
1997 at 11:55 a.m.
Sincerely,
/s/ Gerald A. Melfi
- -------------------
Gerald A. Melfi
Principle Financial Officer
GAM/cmg
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [FEE REQUIRED]
For the fiscal year ended March 31, 1997.
Commission File No. 0-17531
OPTICAL SECURITY GROUP, INC.
(Name of small business issuer in its charter)
COLORADO 84-1094032
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
535 - 16th Street, Suite 920
Denver, Colorado 80202
(Address of principal executive offices)
Issuer's telephone number: (303) 534-4500
Securities registered pursuant to Section 12(b) of the Exchange Act: None
Securities registered pursuant to Section 12(g) of the Exchange Act:
Common Stock
(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 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[ ]
Check if disclosure of delinquent filers in response to Item 405 of Regulation
S-B is not 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. [ ]
The issuer's revenue for its most recent fiscal year was $13,085,764.
The aggregate market value of the common stock held by non-affiliates of the
issuer, 2,638,231 shares of common stock, as of May 30, 1997, was approximately
$17,808,059, based on the average of the closing bid and ask prices of the
Issuer's common stock as reported on the NASDAQ SmallCap Market System. Shares
of voting stock held by each officer and director and each person who owns 5% or
more of the outstanding voting stock have been excluded from this calculation in
that such persons may be deemed to be affiliates. The determination of
affiliate status is not necessarily conclusive.
As of June 6, 1997, the issuer had 4,973,952 shares of common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE - NONE
Transitional Small Business Disclosure Format (Check one): YES [ ] NO [X]
Exhibit Index found at page 21.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
the Registrant duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
OPTICAL SECURITY GROUP, INC.
Date: June 27, 1997 By: /s/ Richard H. Bard
--------------------------------
Richard H. Bard, Chief Executive
Officer and Director
Date: June 27, 1997 By: /s/ Gerald A. Melfi
--------------------------------
Gerald A. Melfi, Principal
Financial Officer
Date: June 27, 1997 By: /s/ Yoram Curiel
--------------------------------
Yoram Curiel, Director
Date: June 27, 1997 By: /s/ Martin T. Hart
--------------------------------
Martin T. Hart, Director
Date: June 27, 1997 By: /s/ J.R. Holland, Jr.
--------------------------------
J. R. Holland, Jr., Director
Date: June 27, 1997 By: /s/ Richard D. Lamm
--------------------------------
Richard D. Lamm, Director
Date: June 27, 1997 By: /s/ Bruce I. Raben
--------------------------------
Bruce I. Raben, Director
22
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ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
Table of Contents
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Financial Statements:
Report of Independent Auditors F-1
Balance Sheets F-2
Statements of Operations F-4
Statement of Stockholders' Equity F-5
Statements of Cash Flow F-6
Notes to Financial Statements F-8
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