<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------------
FORM 10-K/A #1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 1996 Commission File Number: 33-27603
NORTH AMERICAN INTEGRATED MARKETING, INC.
(Exact name of Registrant as specified in its charter)
Delaware 22-2942013
(State or other jurisdiction of (I.R.S. Employer)
incorporation or organization) Identification No.)
3 Garret Mountain Plaza, Suite 202A 07424
West Paterson, New Jersey (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (201) 523-2500
PORTIONS AMENDED
----------------
The Company's Annual Report on Form 10-K is amended by including (1) the 5
percent and 10 percent appreciation figures for the stock options granted to
Nicholas Robinson in the table entitled Option Grants in Last Fiscal Year set
forth on page 11 of Registrant's Form 10-K, (2) a revised accountant's opinion
from Wengryn, Hughan & Company on its letterhead to replace that firm's opinion
set forth under Item 8 of the Registrant's Form 10-K since the firm's name was
misspelled and the letterhead was inadvertently not included and (3) the Form of
Proxy that was inadvertently omitted from Registrant's Form 10-K that was sent
to Registrant's shareholders in connection with the August 1996 Annual Meeting
reported as supplemental information furnished with reports filed pursuant to
Section 15(d) of the Securities and Exchange Act of 1934 ("Exchange Act") by
registrants which have not registered securities pursuant to Section 12 of the
Exchange Act.
<PAGE>
Option Grants in Last Fiscal Year
<TABLE>
<CAPTION>
Potential
Realizable Value
at Assumed
Annual Rates of
Stock Price
Individual Grants Appreciation for
Option Term(1)
- ----------------------------------------------------------------------------------------------------
Percent of Total
Options
Granted to Exercise or
Options Employees in Base Price Expiration
Name Granted (#)(2) Fiscal Year ($/Sh) Date 5% ($) 10% ($)
- ---------- -------------- ----------------- ----------- ---------- ------ -------
<S> <C> <C> <C> <C> <C> <C>
Nicholas 2,880,000 100% $.04 3/10/2006 $221,760 $362,880
Robinson
</TABLE>
- ----------------
(1) The information in these columns illustrates the value that might be
realized upon exercise of the options assuming the specified compound rates
of appreciation of the Company's Common Stock over the term of the options.
The potential realizable value columns are based on the total amount of
options granted. The amounts reflected do not take into account amounts
required to be paid for federal or state income taxes or option provisions
regarding termination of the option following termination of employment or
nontransferability requirements. These amounts were calculated based on
requirements of the Securities and Exchange Commission and do not
necessarily reflect the Company's estimate of future stock price growth.
(2) Of the options granted, 2,500,000 vested and became exercisable on March
11, 1996 and 380,000 shall vest and become exercisable on March 12, 1997.
The following table provides information relating to the value of
unexercised options held by the above-named executive officer at the end of
fiscal 1996. No options were exercised by the Named Executive Officers.
2
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[LETTERHEAD OF WENGRYN, HUGHAN & CO., INC. APPEARS HERE]
REPORT OF INDEPENDENT ACCOUNTANTS
April 7, 1995
To the Board of Directors and
Shareholders of North American
Integrated Marketing, Inc.
We have audited the accompanying balance sheet of North American Integrated
Marketing, Inc. at December 31, 1994, and the related statements of income,
shareholders' equity, and cash flows for the year then ended. Our audit also
included the financial statement schedules listed in the Index at Item 8. These
financial statements and financial statement schedules are the responsibility of
the Company's management. Our responsibility is to express an opinion on the
financial statements and financial statement schedules based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require than we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the financial position of North American Integrated Marketing, Inc. at
December 31, 1994 and the results of its operations and its cash flows for the
year then ended, in conformity with generally accepted accounting principles.
Also, in our opinion, such financial statement schedules, when considered in
relation to the basic financial statements taken as a whole, present fairly in
all material respects the information required to be set forth therein.
As discussed in Note 3, the Company closed its creative division in 1994. The
financial statements for 1993 have been restated to reflect the discontinued
operations. We have audited the adjustments described in Note 3 that were
applied to the 1993 financial statements. In our opinion, such adjustments are
appropriate and have been properly applied to the 1993 financial statements.
/s/ Wengryn, Hughan & Co., Inc.
Wengryn, Hughan & Co., Inc.
Certified Public Accountants
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REVOCABLE PROXY
NORTH AMERICAN INTEGRATED MARKETING, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF NORTH
AMERICAN INTEGRATED MARKETING, INC. FOR USE ONLY AT THE ANNUAL MEETING OF THE
STOCKHOLDERS TO BE HELD ON AUGUST 9, 1996 AND ANY ADJOURNMENT THEREOF.
The undersigned, being a stockholder of the Company, hereby authorizes the
Board of Directors of the Company or any successors thereto as proxies with full
powers of substitution, to represent the undersigned at the Annual Meeting of
Stockholders of the Company to be held at the Holiday Inn, 1 Route 46 West,
Totowa, New Jersey on August 9, 1996 at 10:00 a.m., Eastern Time, and any
adjournment of said meeting, and to act with respect to all votes that the
undersigned would be entitled to cast, if then personally present, as follows:
With-
For held Except
1. ELECTION OF DIRECTORS: [_] [_] [_]
Nominees for one-year terms:
Nicholas Robinson and Robert W. Paltrow
INSTRUCTION: to withhold authority to vote for any individual nominee, mark
"Except" and write that nominee's name in the space provided:
----------------------------
Nominee(s)
2. In their discretion, the proxies are authorized to vote with respect
to matters incident to the conduct of the meeting and upon such other matters as
may properly come before the meeting.
This proxy may be revoked at any time before it is exercised.
Shares of common stock of the Company will be voted as specified. If no
specification is made above, the shares will be voted For the election of the
Board of Directors' nominees to the Board of Directors. This proxy may not be
voted for any person who is not a nominee of the Board of Directors of the
Company.
Please sign, date and mail this proxy in the postage
paid envelope provided.
- ---------------- -----------------------------------
Date Stockholder's Name (Sign and Print)
-----------------------------------
Co-holder, if any (Sign and Print)
<PAGE>
SIGNATURES
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.
NORTH AMERICAN INTEGRATED MARKETING, INC.
By: /s/Nicholas Robinson
-------------------------------
Nicholas Robinson April 10, 1997
Chief Executive Officer and Chairman of the Board
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Title Date
----- ----
By: /s/Robert J. Bzezensky President April 10, 1997
---------------------------------
Robert J. Bzezensky
By: /s/Nicholas Robinson Chief Executive Officer, April 10, 1997
--------------------------------- Chairman of the Board
Nicholas Robinson
By: /s/ Robert W. Paltrow Director, April 10, 1997
--------------------------------- Secretary/Treasurer
Robert W. Paltrow
Supplemental Information to be Furnished With Reports Filed Pursuant to
Section 15(d) of the Act by Registrants Which Have Not Registered Securities
Pursuant to Section 12 of the Act:
Filed herewith is the form of proxy sent to the Company's shareholders
pursuant to its annual meeting in August 1996.
