<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 TO
FORM 10-KSB
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM _____________ TO ______________
COMMISSION FILE NUMBER 1-13160
DYCAM INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 95-4202424
(STATE OR OTHER JURISDICTION OF (I.R.S.EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
9414 ETON AVENUE, CHATSWORTH, CALIFORNIA 91311
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER,
INCLUDING AREA CODE (818) 998-8008
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK
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 X NO .
-- --
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 THE 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 [X]
AT MARCH 31, 1998, THERE WERE OUTSTANDING 3,120,836 SHARES OF THE COMMON
STOCK OF REGISTRANT, AND THE AGGREGATE MARKET VALUE OF THE SHARES HELD ON THAT
DATE BY NON-AFFILIATES OF THE REGISTRANT, BASED ON THE CLOSING PRICE ($0.19 PER
SHARE) OF THE REGISTRANT'S COMMON STOCK ON THE AMERICAN STOCK EXCHANGE, INC. ON
MARCH 31, 1998, WAS $192,415. FOR PURPOSES OF THIS COMPUTATION, IT HAS BEEN
ASSUMED THAT THE SHARES BENEFICIALLY HELD BY DIRECTORS AND OFFICERS OF
REGISTRANT WERE "HELD BY AFFILIATES"; THIS ASSUMPTION IS NOT TO BE DEEMED TO BE
AN ADMISSION BY SUCH PERSONS THAT THEY ARE AFFILIATES OF REGISTRANT.
AMENDMENT TO INCLUDE ITEMS 9-12 OF PART III. PORTIONS OF THE REGISTRANT'S
DEFINITIVE PROXY STATEMENT WILL NOT BE INCORPORATED BY REFERENCE INTO THIS FORM
10KSB-A.
================================================================================
<PAGE>
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS:
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
INFORMATION WITH RESPECT TO DIRECTORS AND EXECUTIVE OFFICERS
THE FOLLOWING TABLE SETS FORTH CERTAIN INFORMATION WITH RESPECT TO THE
DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY AS OF DECEMBER 31, 1997.
<TABLE>
<CAPTION>
EXECUTIVE OFFICERS AND DIRECTORS
PRINCIPAL
Name AGE OCCUPATION
---- --- ----------
<S> <C> <C>
Ronald Iversen 50 Chairman of the Board, Chief Executive
Officer, and President
John A. Edling 43 Chief Operating Officer, Chief Financial Officer,
Secretary, Treasurer, Director
George Ismael 50 Chief Technology Officer, Director
</TABLE>
The executive officers of the Company are appointed by and serve at the
discretion of the Board of Directors. There is no family relationship among any
of the officers or directors of the Company.
The directors of the Company are elected annually. Directors may be removed
with or without cause by a vote of the majority of the Stockholders then
entitled to vote.
MR. IVERSEN has been the Company's Chairman, Chief Executive Officer, and
President since October 1997, and Vice President of Sales and Marketing since
January 1997. From June 1993 until December 1996, Mr. Iversen served as Senior
Vice President and General Manager of the Commercial Business Division of
Datametrics Corporation. From 1991 to 1993, Mr. Iversen was founder and
President of Nugen Distribution International. From 1984 through 1991 Mr.
Iversen served as Vice President of Marketing and Sales for Dataproducts
Corporation. Mr. Iversen holds a BSEE and MBA from the University of
Connecticut, and a MSEE from New York University.
MR. EDLING is the Chief Operating Officer, Chief Financial Officer, Treasurer,
and Secretary of the Company. Mr. Edling was a co-founder of the Company and
served as its Chief Operating Officer from March 1991 until he became Chief
Executive Officer and President in December 1991. Mr. Edling resigned as Chief
Executive Officer of the Company effective November 1994, continuing to serve in
his other capacities, and was reappointed to that position effective March 1995.
Concurrent with the October 1997 reorganization of the Company Mr. Edling
resigned as Chairman and Chief Executive Officer, continuing in his other
capacities while managing the newly created Products and Services business.
From November 1988 until March 1991 he was Product Development Manager for
Dataproducts Corporation ("Dataproducts"), where he had responsibility for the
design, development, and advanced marketing of Dataproducts' laser printer
products and systems. Mr. Edling holds a BS in Finance from California State
University, Northridge.
MR. ISMAEL is Chief Technology Officer and a member of the Board of Directors
of the Company. Mr. Ismael was a co-founder of the Company and has served as
Chief Technology Officer since November 1990. Concurrent with the October 1997
reorganization of the Company, Mr. Ismael also became responsible for managing
the newly created Technology and Licensing business. Between 1987 and 1990, Mr.
Ismael was Director of Engineering for Genicom Corporation ("Genicom"), where he
was responsible for a team of engineers developing non-impact printer systems.
Prior to joining Genicom, Mr. Ismael worked in engineering management positions
at Dataproducts. Mr. Ismael holds a BA in English from California State
University, Northridge.
42
<PAGE>
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers, directors and persons who own more than 10% of a registered
class of the Company's equity securities to file reports of ownership and
changes in ownership with the SEC and the American Stock Exchange Inc.
Executive officers, directors, and greater-than-ten-percent stockholders are
required by SEC regulations to furnish the Company with copies of all Section
16(a) forms they file. Based solely on its review of the copies of such forms
received by it and written representations from certain reporting persons that
they have complied with the relevant filing requirements, the Company believes
that, during the year ended December 31, 1997, all relevant Section 16(a) filing
requirements were complied with.
ITEM 10. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table summarizes the compensation paid by the Company to those
persons who were, at December 31, 1997, executive officers of the Company (the
"Named Executive Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
Annual Compensation COMPENSATION
- ------------------- ------------
SECURITIES
NAME AND PRINCIPAL UNDERLYING ALL OTHER
Position YEAR SALARY BONUS OPTIONS/SARS (1) COMPENSATION (2)
- -------- ---- ------ ----- ---------------- ----------------
<S> <C> <C> <C> <C> <C>
Ronald Iversen, 1997 $124,800 -0- 150,000 (3) -0-
Chairman of the Board, 1996 -0- -0- -0- -0-
Chief Executive Officer, 1995 -0- -0- -0- -0-
and President
John A. Edling, 1997 $122,100 -0- 100,000 (3) 3,600
Chief Operating Officer, 1996 120,000 -0- 100,000 3,600
Chief Financial Officer, 1995 120,000 -0- 100,000 3,600
Secretary, Treasurer,
Director
George Ismael, 1997 113,100 -0- 120,000 (3) 3,300
Chief Technology Officer, 1996 110,000 -0- 120,000 3,300
Director 1995 110,000 -0- 176,079 3,300
</TABLE>
_________________________________
(1) All numbers reflect the number of shares of Common stock subject to options
granted during the fiscal year.
(2) Consists of employer contributions to the Company's section 401(k) plan for
these persons.
(3) Represents previously granted options which were repriced on October 20,
1997. The repricing is subject to shareholder approval at the 1998 annual
meeting of stockholders.
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<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTIONS
The following table sets forth, for each of the Named Executive
Officers, certain information regarding the exercise of stock options during the
fiscal years ended December 31, 1997, and the value of options held at fiscal
year end.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Value of All
Unexercised
Number of In-the-Money
Unexercised Options Options at Fiscal
Shares at Fiscal Year-End Year End(1)
Acquired on Value Exercisable/ Exercisable/
Name exercise Realized Unexercisable Unexercisable
---- -------- -------- ------------- -------------
<S> <C> <C> <C> <C>
Ronald Iversen -0- -0- 50,000/100,000 -0-/-0-
John A. Edling -0- -0- 100,000/ -0- -0-/-0-
George Ismael -0- -0- 176,079/ -0- -0-/-0-
</TABLE>
_______________________________
(1) None of the outstanding options are "In-the-Money".
EMPLOYMENT AGREEMENTS
On December 20, 1996, the Company entered into an employment agreement
contract with Ronald Iversen for a three year term which expires December 31,
1999. The agreement calls for annual compensation to be paid of $120,000 a year
for each of the three years, plus $400 per month for medical insurance
allowance. Pursuant to the employment agreement, on January 2, 1997 the Company
issued 90,000 stock options that vest 8.33% per calendar quarter starting the
first quarter of 1997. Additionally, the Company issued 60,000 stock options to
the employee that vest 8.33% per calendar quarter if certain conditions are met.
The exercise price for all options issued to Mr. Iversen is $0.25 per share for
those shares vesting in 1997, and for those shares vesting in 1998 and 1999 the
exercise price shall be the average closing price of Dycam stock for the first
three days of 1998 and 1999 respectively.
44
<PAGE>
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
PRINCIPAL STOCKHOLDERS
The following table sets forth as of April 22, 1998 certain information
relating to the ownership of the Company Common Stock by (i) each person known
by the Company to be the beneficial owner of more than 5% of the outstanding
shares of the Company Common Stock, (ii) each of the Company's directors, (iii)
each of the Company's Named Officers, and (iv) all of the Company's executive
officers and directors as a group. Except as may be indicated in the footnotes
to the table and subject to applicable community property laws, each of such
persons has the sole voting and investment power with respect to the shares
owned. Unless otherwise indicated, the address of each person is c/o Dycam
Inc., 9414 Eton Avenue, Chatsworth, California 91311.
<TABLE>
<CAPTION>
Number of Shares of
Common Stock Beneficially
Name Owned Percent
---- ----- -------
<S> <C> <C>
Ronald Iversen 57,500 (1) 1.56
John A. Edling 128,444 (2) 3.49
George Ismael 287,416 (3) 7.81
John D. Power 228,000 6.19
Styles on Video, Inc. 1,916,667 52.07
667 Rancho Conejo Blvd.,
Newbury Park, CA. 91320
Directors and executive officers
as a group (3 persons) 473,360 (4) 12.86
</TABLE>
__________________
* less than one percent.
(1) Includes 57,500 shares of Common Stock reserved for issuance upon exercise
of stock options which are or will become exercisable on or prior to April
28, 1997.
(2) Includes 100,000 shares of Common Stock reserved for issuance upon exercise
of stock options which are exercisable.
(3) Includes 176,079 shares of Common Stock reserved for issuance upon exercise
of stock options which are exercisable, and 3,137 shares of Common Stock
held of record by Mr. Ismael's wife.
(4) Includes 333,579 shares of Common Stock reserved for issuance upon exercise
of stock options which are or will become exercisable on or prior to April
28, 1998 and 3,137 shares of Common Stock held by officer's or director's
spouses.
45
<PAGE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In the fourth quarter of 1997, Styles on Video ("Styles") filed for
protection under Chapter 11 of the U.S. Bankruptcy Court. Styles owns 61% (52%
fully diluted) of Dycam's outstanding shares of common stock. Styles is in
default on indebtedness owed to Dycam in the amount of approximately $1,100,000.
The indebtedness is collateralized by the shares of Dycam common stock owned by
Styles. Dycam has the right to exercise all voting rights with respect to such
shares as a result of the default. Dycam has entered into an agreement in
principle to recover 78% of the shares held by Styles in exchange for the
indebtedness owed to Dycam. Certain executive officers of Dycam have agreed to
purchase the balance of the Dycam shares. These agreements however, are subject
to bankruptcy court approval.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(A) EXHIBITS:
See attached Exhibit Index.
(B) REPORTS ON FORM 8-K:
None.
46
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934 the Registrant has caused this Report to be signed on its
behalf by the undersigned, thereunto duly authorized, this thirtieth day of
April, 1998.
DYCAM INC.
(Registrant)
By: /s/ John A. Edling
-------------------------------
John A. Edling
Its: Chief Operating 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
indicated and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<C> <S> <C>
/s/ Ronald Iversen Chairman of the Board, Chief April 30, 1998
- ------------------------------- Executive Officer, President
Ronald Iversen
/s/ John Edling Chief Operating Officer, Chief April 30, 1998
- ------------------------------- Financial Officer, Treasurer,
John Edling Secretary and Director
/s/ George Ismael Chief Technology Officer April 30, 1998
- ------------------------------- and Director
George Ismael
</TABLE>
47
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequential
No. Document Page No.
------- -------- ----------
<C> <S> <C>
3.1 Restated Certificate of Incorporation of Dycam Inc.(2)................................
3.2 Amended and Restated Bylaws of Dycam Inc.(2)..........................................
4.1 Dycam Inc. Specimen Stock Certificate(3)..............................................
10.3 Development Master Agreement, dated March 11, 1993, by and between Dycam
Inc. and International Business Machines Corporation; and Task Order Number
One, dated March 11, 1993, and Task Order Number Two, dated June 1, 1993,
related thereto(1)....................................................................
10.4 License Agreement, dated December 9, 1990, by and between Dycam Inc. and
Logitech, Inc.(1).....................................................................
10.5 Restated License Agreement, effective as of June 15, 1993, by and between
Dycam Inc. and Logitech, Inc.(1)......................................................
10.6 Research Agreement, dated as of June 30, 1993, by and between Dycam Inc.
and University of Florida Research Foundation(1)......................................
10.7 Form of Dycam Inc. Authorized Reseller Agreement(1)...................................
10.8 Form of Dycam Inc. Associate Agreement(1).............................................
10.9 Form of Dycam Inc. Authorized International Distribution Agreement(1).................
10.10 United States Patent No. 4,074,324 for Instant Electronic Camera, filed
July 14, 1975, listing Jon S. Barrett as the Inventor(1)..............................
10.11 United States Patent No. 5,249,093 for Filmless Digital Camera With
Selective Image Compression, filed August 7, 1992, listing Jaswant R. Jain as the
Inventor(1)...........................................................................
10.12 Letter Agreement, dated August 11, 1993, by and between Styles on Video,
Inc. and Dycam Inc.(1)................................................................
10.13 Employment Agreement by and between Dycam Inc. and John Edling(2).....................
10.14 Employment Agreement by and between Dycam Inc. and George Ismael(2)...................
10.15 Form of Non-Compete Agreement by and between Styles on Video, Inc.,
Dycam Inc. and various stockholders of Dycam Inc.(1)..................................
10.16 Form of Standstill Agreement by and between Styles on Video, Inc.
and various stockholders of Dycam Inc.(1).............................................
10.17 Form of Option Agreement by and between Dycam Inc. and various
Dycam Inc. stockholders(1)............................................................
10.18 Letter Agreement, dated November 4, 1993, by and among Styles on Video, Inc.
</TABLE>
48
<PAGE>
<TABLE>
<C> <S>
Dycam Inc. and George Ismael(1) ............................................................
10.19 Form of Agreement and Certificate of Merger Merging Dycam Acquisition
Corp. with and into Dycam Inc.(2) ..........................................................
10.20 Dycam Inc. Employee Handbook, dated May 25, 1993(2) ........................................
10.21 1994 Stock Incentive Plan of Dycam Inc.(2) .................................................
10.22 Letter Agreement, dated January 25, 1995, by and between Styles on
Video, Inc. and Dycam Inc. (4). ............................................................
10.23 Amended and Restated Promissory Note, dated January 25, 1995, made by
Styles on Video, Inc. in favor of Dycam Inc. (4). ..........................................
10.24 Sublease Agreement, dated November 15, 1994, by and between Edwards
and Lock Management Corporation as Sublessor and Dycam Inc. as
Sublessee for property located at 9414 Eton Avenue, Chatsworth,
California 91311 (4) .......................................................................
10.25 Lease Agreement, dated December 7, 1994, by and between Northpark
Industrial as Lessor and Dycam Inc. as Lessee for property located at
9414 Eton Avenue, Chatsworth, California 91311 (4) .........................................
21.1 List of Subsidiaries of Dycam Inc. .........................................................
23.1 Consent of Corbin & Wertz ..................................................................
</TABLE>
_______________________
(1) Incorporated by reference from Styles on Video, Inc.'s Registration
Statement on Form S-4 as filed with the SEC on January 4, 1994.
(2) Incorporated by reference from Dycam Inc.'s Registration Statement on
Form SB-2 as filed with the SEC on May 3, 1994.
(3) Incorporated by reference from Amendment No. 3 to Dycam Inc.'s
Registration Statement of Form SB-2 as filed with the SEC on June 17,
1994.
(4) Incorporated by reference from Dycam Inc.'s 1994 form 10-KSB as filed
with the SEC on April 15, 1995.
49
<PAGE>
EXHIBIT 21.1
LIST OF SUBSIDIARIES OF DYCAM INC.
None
50
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
The Board of Directors
Dycam Inc.
We hereby consent to the incorporation by reference in the Registration
Statements on Form S-3 (333-04597) and on Forms S-8 (33-86252, 33-86254 and 33-
86374) of our report dated March 17, 1998 appearing in the Annual Report on Form
10-KSB of Dycam Inc. for the year ended December 31, 1997.
CORBIN & WERTZ
Irvine, California
April 30, 1998
51
