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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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
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Transition report under Section 13 or 15(d) of the Securities Exchange
--- Act of 1934
For the transition period from _______________________ to ______________________
Commission File No. 033-38119-C
Voice and Wireless Corporation
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(Exact name of small business issuer as specified in its charter)
Minnesota 41-1610632
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(State or other jurisdiction of incorporation or (I.R.S. Employer
organization) Identification No.)
Suite 654, 600 South Highway 169, Minneapolis, Minnesota 55426
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (612) 546-2075
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Kensington International Holding Corporation
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(Former name, former address and former fiscal year, if changed since last
report)
Check whether the issuer (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. /X/ Yes / / No
Check if no disclosure of delinquent filers pursuant to Item 405 of Regulation
S-B is 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-KSB or any amendment to this Form 10-KSB.
/X/
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State issuer's revenues for its most recent fiscal year. $3,621,533
Based upon the closing price of the issuer's Common Stock as reported by The
Nasdaq SmallCap Market, the aggregate market value of such Common Stock held by
nonaffiliates of the issuer as of July 28, 2000, was approximately $13,005,159.
As of July 31, 2000 there were 8,527,230 shares of the issuer's Common Stock
outstanding.
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This amendment contains changes to Part II, Item 10, of the Report on
Form 10-KSB for the fiscal year ended December 31, 1999, originally filed March
24, 2000.
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PART II
ITEM 10. EXECUTIVE COMPENSATION
(a) RENUMERATION
COMPENSATION PURSUANT TO AGREEMENTS.
In May 1993 the Company entered into an employment agreement with Mark
Haggerty to serve as Senior Vice-President. Mr. Haggerty has been and will
continue to act as corporate counsel. Mr. Haggerty's salary is $65,000 per year
and his law firm, Haggerty & Associates, Inc. is retained at an additional
$12,000 per year. The agreement with Mr. Haggerty allows him to retain a limited
number of clients while employed with the Company since his contract only
requires him to work 80% of his time for the Company. Mr. Haggerty also receives
an automobile allowance, is reimbursed expenses incurred on company business and
receives four weeks paid vacation per year as well as medical insurance and life
insurance through Ives Design, Inc. On September 9, 1993 the Board of Directors
requested that Mr. Haggerty become the C.E.O.- C.O.O of Kensington and the
Chairman and C.E.O. of Ives Design, Inc. Mr. Haggerty has waived a number of his
benefits. Mr. Haggerty's contract was extended on April 6, 2000, by the board of
directors, through May 1, 2003 and they increased his salary to $90,000 a year.
Mr. Ron Schnell has a two-year employment agreement to receive $160,000
during the first year, plus benefits, and $200,000 the second year. The
employment agreement includes a non-compete provision. Kensington and Mr.
Schnell have also entered into a stock exchange agreement dated February 18,
2000, whereby Mr. Schnell agreed to provide Kensington a complete working copy
of the Mail Call, Inc. source code. The requirement for the copy of the source
code was not part of Mr. Schnell's February 18, 2000 employment agreement. Mail
Call retains all rights it has to the source code of the Mail Call software
system. Kensington has owned approximately 51% of Mail Call Inc. since November
1999 and has owned approximately 86% of Mail Call, Inc.
since February 18, 2000.
Mr. Etten receives a combined consulting and employee package of
$57,990 a year for acting as C.F.O. Mr. Etten also receives a car allowance,
vacation and expense reimbursement.
The directors receive no pay and only get reimbursed for expenses. The
directors have also been granted warrants. All of the directors have deferred
reimbursement of expenses in order to make sure that production workers are paid
first.
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SIGNATURE
Pursuant to the requirements of the Exchange Act, the Registrant caused
this Amendment to be signed on its behalf by the undersigned, thereunto duly
authorized.
VOICE AND WIRELESS CORPORATION
Dated: August 1, 2000 By /s/ Mark Haggerty
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Mark Haggerty
Its Chief Executive Officer
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