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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-KSB/A
(Mark One)
[x] ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1999
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from __________ to __________
Commission File Number 1-12536
STRATEGIC SOLUTIONS GROUP, INC.
(Name of Registrant as specified in its charter)
Delaware 11-2964894
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1598 Whitehall Road, Suite E 21401
Annapolis Maryland (Zip Code)
(Address of principal executive offices)
(410) 757-2728
(Issuer's telephone number)
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act:
Title of Class
Common Stock, par value $.0001 per share
Check whether the Registrant (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 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]
Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B contained in this form, and no disclosure will 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]
The Registrant's revenues for the fiscal year ended December 31, 1999:
$992,331
As of May 1, 2000, the aggregate market value of the voting stock held by
non-affiliates (approximately 6,356,000 shares of Common Stock) was
approximately $2,980,000, based on the closing sales price per share of $0.46875
on the NASD OTC Bulletin Board on such date.
As of May 1, 2000, the Registrant had 7,856,690 shares of Common Stock
outstanding.
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PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
with Section 16(a) of the Exchange Act.
Reference is hereby made to the Company's annual report on Form 10-KSB
for the fiscal year ended December 31, 1999 (the "1999 Form 10-KSB"), which
included all of the information required by Item 9 of Regulation S-B except the
following:
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's directors and officers, and persons who own more than 10%
of the Common Stock, to file initial reports of ownership and reports of changes
in ownership (Forms 3, 4 and 5) of Common Stock with the Securities and Exchange
Commission (the "SEC"). Officers, directors and greater than 10% stockholders
are required by regulations promulgated by the SEC to furnish the Company with
copies of all such forms that they file.
To the Company's knowledge, based solely on the Company's review of the
copies of such reports received by the Company and on the written
representations by certain reporting persons that no reports on Form 5 were
required, the Company believes that during the fiscal year ended December 31,
1999, all Section 16(a) filing requirements applicable to its officers,
directors and 10% stockholders were complied with in a timely manner.
Item 10. Executive Compensation
Executive Compensation
The following table shows the compensation paid or accrued by the
Company or its subsidiaries for the fiscal years ended December 31, 1997, 1998
and 1999 to or for the account of the Chief Executive Officer. No other
executive officer of the Company received an annual salary and bonus in excess
of $100,000 or more.
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
Name and Restricted
Principal Other Annual Stock Options/ LTIP All other
Position Year Salary Bonus Compensation Award(s) SARs Payouts Compensation
-------- ---- ------ ----- ------------ ---------- -------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
John Cadigan, 1999 $100,000 $0 $17,798(1) 0 575,000 0 $0
Chief Executive
Officer & 1998 $100,000 $0 $19,330(1) 0 0 0 $0
Chairman of
the Board 1997 $100,000 $0 $19,330(1) 0 178,571(2) 0 $0
</TABLE>
(1) Includes $15,000 contribution towards a Split Dollar Plan Agreement.
(2) These options represent reissuance of previously issued incentive stock
options. The Board of Directors reissued the options at a lower price to
create an incentive for Mr. Cadigan.
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Option Grants in 1999
The following table provides certain information with respect to
options granted to the Chief Executive Officer during the fiscal year ended
December 31, 1999 under the Company's Incentive Stock Option Plans.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
(Individual Grants)
<TABLE>
<CAPTION>
Number of Securities Percent of Total Options Exercise
Underlying Options Granted to Employees in Price Expiration
Name Granted (#) Fiscal Year ($/sh) Date
---- -------------------- ------------------------ -------- ----------
<S> <C> <C> <C> <C>
John Cadigan 475,000 61.37% $.0938 07/15/09
</TABLE>
Option Exercises and Fiscal Year End Values
The following table provides information as to the unexercised options
to purchase the Company's Common Stock granted in fiscal year 1999 and prior
fiscal years to the named officers and the value of said options held by them as
of the end of the year.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
Shares Number of Securities Value of Unexercised
Acquired on Value Underlying Unexercised In-The-Money Options/SARs
Exercise Realized Options/SARs at FY-End at FY-End(1)
----------- -------- ---------------------------- --------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
John Cadigan --- --- 375,240 380,000 $ 0 $ 0
</TABLE>
(1) Computed based on the difference between aggregate fair market value and
aggregate exercise price. The fair market value of the Company's Common
Stock on December 31, 1999 was $0.0938, based on the closing sales price on
the NASD OTC Bulletin Board on December 31, 1999.
Employment Agreements
Mr. Cadigan entered into an employment agreement with the Company,
effective September 1, 1995, to serve as Chairman, President and Chief Executive
Officer. The agreement had an initial term of three (3) years. On August 31,
1999, the term of the agreement was extended for three years to August 31, 2002.
On January 1, 2000, Ernest A. Wagner was named the Company's President and Chief
Operating Officer; therefore, Mr. Cadigan no longer serves in his capacity as
President, but still serves as Chief Executive Officer and Chairman of the
Board. Mr. Cadigan's base salary is $100,000, however, it is subject to revision
periodically in the discretion of the Executive Compensation and Stock Option
Committee of the Board of Directors. The employment agreement contains a
restrictive covenant not to compete with the Company during the term of the
agreement and for two (2) years following termination of service. The agreement
further provides for a car allowance and for a severance payment equal to 299%
of the annual base compensation due under the agreement in the event there is a
"change of control" of the Company, as defined in the agreement, and Mr. Cadigan
is subsequently terminated without cause.
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Directors' Compensation
A director who is an employee of the Company receives no additional
compensation for services as director or for attendance at or participation in
meetings. A director who is not an employee of the Company is paid $1,000.00 for
each board or committee meeting that the director attends in person, or $500.00
for each board meeting that the director attends telephonically. An outside
director is also reimbursed for out-of-pocket expenditures incurred in attending
or otherwise participating in board or committee meetings.
The Company has certain nonqualified stock option plans (the "NQSOPs")
that may be used to grant options to directors. While such NQSOPs do not provide
an automatic annual grant to the directors, the directors are typically granted
options annually pursuant to these plans. The Company anticipates future grants
to the directors. The following table sets forth the amount of shares underlying
options granted to the directors under the NQSOPs during the fiscal year ended
December 31, 1999, the exercise price of such options and the expiration date of
such options.
<TABLE>
<CAPTION>
Number of Securities
Name Underlying Options Granted Exercise Price Expiration Date
<S> <C> <C> <C>
John Cadigan 100,000 $.0938 07/01/09
A. David Rossin 100,000 $.0938 07/01/09
Nagesh Mhatre 100,000 $.0938 07/01/09
John Morgenstern 110,000 $.0938 07/01/09
</TABLE>
The Company has no other arrangements regarding compensation for
services as a director.
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Item 11. Security Ownership of Certain Beneficial Owners and Management
The following table presents certain information regarding the
beneficial ownership of the Company's Common Stock as of May 1, 2000 by (i) each
person who is known by the Company to own beneficially more than five percent of
the outstanding shares of Common Stock, (ii) each director of the Company (one
of whom is also the chief executive officer and the only named executive officer
of the Company) and (iii) all directors and executive officers as a group.
Except as described below, each of the persons listed in the table has sole
voting and investment power with respect to the shares listed.
<TABLE>
<CAPTION>
Amount and Nature of
Name of Beneficial Owner Beneficial Ownership(1) Percent of Class(2)
------------------------ ----------------------- -------------------
<S> <C> <C>
Michael Damas 1,250,000 15.9%
1A Chester Plaza
Chester, Maryland 21619
Thomas Stone 1,362,069(3) 15.2%
181-2 Ascot Lane
Yonahlossee Resort
Boone, North Carolina 28607
John J. Cadigan 375,525(4) 4.6%
Ernest A. Wagner 71,428(5) *
A. David Rossin 185,393(6) 2.3%
Nagesh Mhatre 186,904(7) 2.3%
John Morgenstern 348,428(8) 4.2%
All directors and executive officers
as a group (6 persons) 1,167,678(9) 12.9%
</TABLE>
* Does not exceed one percent.
(1) Unless otherwise noted, the Company believes that all persons named in
the table have sole voting and investment power with respect to all
shares of Common Stock beneficially owned by such persons.
(2) In accordance with the rules of the SEC, each beneficial owner's
percentage ownership assumes the exercise or conversion of all options,
warrants, other convertible securities and other rights that are (i)
held by such person and (ii) exercisable or convertible within 60 days
after May 1, 2000.
(3) Includes (i) 862,069 shares issuable upon conversion of debentures owned by
Mr. Stone and (ii) 250,000 shares issuable upon exercise of a warrant.
(4) Includes (i) 285 shares owned by Mr. Cadigan's wife and (ii) 375,240 shares
of Common Stock issuable upon exercise of options.
(5) Includes 71,428 shares of Common Stock issuable upon exercise of options.
(6) Includes 185,393 shares of Common Stock issuable upon exercise of options.
(7) Includes 186,904 shares of Common Stock issuable upon exercise of options.
(8) Includes 348,428 shares of Common Stock issuable upon exercise of options.
(9) Includes (i) 285 shares owned by the wife of one of the officers and
(ii) 1,167,393 shares of Common Stock issuable upon exercise of options.
Item 12. Certain Relationships and Related Transactions
Not applicable.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
Registrant caused this amendment to the annual report to be signed on its behalf
by the undersigned, thereunto duly authorized.
STRATEGIC SOLUTIONS GROUP, INC.
By: /s/ Ernest A. Wagner
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Ernest A. Wagner
President and Chief Operating Officer
Date: June 2, 2000
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