SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A
(Mark One)
Ammended Annual Report Pursuant to Section 13 or 15(d) of
[root] the Securities Exchange Act of 1934 [Fee required] For the
fiscal year ended December 31, 1996
- ---------------
or
Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 [No fee required]
- ---------------
For the Transition Period from __________ to __________
Commission File Number 33-32341-D
WORLDPORT COMMUNICATIONS, INC.
(Name of Small Business Issuer as Specified in its Charter)
Sage Resources, Inc.
(Previous name of Registrant)
Delaware 84-1127336
(State or other jurisdiction of (IRS Employer ID Number)
incorporation of organization)
9601 Katy Freeway, Suite 200, Houston, Texas 77024
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (713) 461-4999
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
None
Name of each exchange on which registered
N/A
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(b) of the Securities Exchange Act of 1934 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 [root] NO
Check if there is no 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/A or any amendment to this Form 10-KSB/A. [ [root] ]
The Issuer's revenues for its most recent fiscal year were $34,399,
consisting of interest income.
The Issuer is unable to calculate the aggregate market value of the
common stock of the Registrant held by nonaffiliates because no market for the
common stock has yet developed.
As of December 31, 1996, 9,053,667 shares of common stock were
outstanding.
Documents incorporated by reference: None.
Transitional Small Business Disclosure Format
(Check one):
Yes _______ No __X___
<PAGE>
Item 12. Certain Relationships and Related Transactions
All of the Company's directors and Jonathan Y. Hicks are either
employees or affiliates of Maroon Bells. The Company and Maroon Bells have been
parties to the transactions identified below.
Stock Purchase Agreement
On June 26, 1996, Maroon Bells, its principals, and certain non-
affiliated investors entered into a stock purchase agreement to purchase
newly-issued shares of the Company's common stock representing approximately
98.5% of the outstanding shares of the Company as of the date of the Agreement
for $110,000 in cash. Prior to the stock purchase agreement, the Company had no
operations and little or no assets or liabilities. Effective upon this change of
control, the Company adopted a business strategy to enter the international
telecommunications services industry. Subsequent to its initial investment in
the Company, Maroon Bells allocated substantial amounts of its own internal
corporate resources to the development and implementation of the Company's
overall operating strategy, including legal, travel and other expenses and the
contribution to the Company of certain business development opportunities for
which Maroon Bells received no additional compensation from the Company.
Office Space
From October 1, 1996 until April 10, 1997, the Company maintained its
offices in space provided at no charge to the Company by Maroon Bells, pursuant
to a month-to-month agreement, at 100 California Street, Suite 1400, San
Francisco, California 94111. The Company paid no rental or lease payments for
the office space, basic telephone expenses, supplies or utilities.
Consulting Agreements
In July, 1996, the Company entered into consulting agreements with Paul
Moore, Theodore Swindells, Phillip Magiera, Edward Mooney and Jonathan Hicks
(the "Consultants"). Messrs. Moore, Swindells and Magiera are principals of
Maroon Bells and Messrs. Hicks and Mooney are employees of Maroon Bells.
Pursuant to the consulting agreements, a total of 650,000 shares of the
Company's common stock were earned by the Consultants for services rendered to
the Company. On February 8, 1997, the Company filed a form S-8 registration
statement with the Securities and Exchange Commission (Registration No.
333-21549) to register these 650,000 shares.
Maroon Bells Capital Partners, Inc.'s Loan to the Company
On July 1, 1996, Maroon Bells loaned to the Company $500,000
pursuant to the Maroon Bells Loan. The Maroon Bells Loan was collateralized by
the Com Tech Note. On October 15, 1996, $80,000 of the Maroon Bells Loan, which
had been assigned to two non-affiliated offshore entities, was converted into
shares of the Company's common stock, resulting in the issuance of 1,000,000
shares of the Company's common stock. The remaining $420,000 principal amount
due to Maroon Bells was due and payable on November 1, 1996. Maroon Bells
subsequently agreed to an extension of the maturity date of the Maroon Bells
Loan until April 1, 1997. As consideration for such an extension, the Company
agreed to pay to Maroon Bells all accrued interest under the Maroon Bells Loan
as of January 16, 1997.
On March 7, 1997, Maroon Bells and the Company entered into a Stock
Issuance and Indemnification Agreement whereby Maroon Bells agreed to (a) cancel
the $420,000 outstanding principal and all accrued, but unpaid, interest as of
that date in exchange for 1,680,000 shares (the "Indemnification Shares") of the
Company's common stock, (b) indemnify the Company for an amount up to $460,000
(payable either in (i) cash, (ii) the Indemnification Shares, (iii) by return of
other Company shares (based on $0.25 per share), or (iv) a combination thereof,
in the event that the Company is unsuccessful in securing repayment from the Com
Tech Loan, and (c) divide equally with the Company any proceeds, assets or other
consideration in excess of $540,000 received by the Company as a result of the
enforcement of the Com Tech Loan. Maroon Bells also agreed to refrain from
transferring or selling the Indemnification Shares until such time as the
disposition of the Com Tech Loan is determined.
13
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 of 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Dated this 8th day of May, 1997
WORLDPORT COMMUNICATIONS, INC.
By /s/John Dalton
-------------------------------------
John Dalton
President and Chief Executive Officer
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
Company and in the capacities and on the dates indicated.
Signature Capacity Date
--------- -------- ----
/s/John Dalton
- ---------------------- President, Chief Executive Officer May 8, 1997
John Dalton (Principal Executive Officer)
/s/Edward P. Mooney
- ---------------------- Director May 8, 1997
Edward P. Mooney
/s/Jonathan Y. Hicks
- ---------------------- Director and Secretary May 8, 1997
Jonathan Y. Hicks
/s/Phillip S. Magiera
- ---------------------- Director May 8, 1997
Phillip S. Magiera
/s/W. Dean Spies
- ---------------------- Chief Financial Officer and May 8, 1997
W. Dean Spies Treasurer (Principal Financial
Officer and Principal Accounting
Officer).
17
INDEPENDENT AUDITOR'S CONSENT
We hereby consent to the use of our reports dated March 27, 1997, accompanying
the financial statements of WorldPort Communications, Inc. as of December 31,
1996, included in the Company's Annual Report on Form 10-KSB/A.
/s/Schumacher & Associates, Inc.
Schumacher & Associates, Inc.
May 8, 1997
