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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K/A
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[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
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES AND
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _______ to _______
Commission File Number 000-21657
SKYMALL, INC.
(Exact name of Registrant as specified in its charter)
Nevada 86-0651100
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1520 East Pima Street, Phoenix, Arizona 85034
(Address of principal executive offices)
Registrant's telephone number, including area code (602) 254-9777
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Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, .001 par value
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 registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
On June 19, 1998, the aggregate market value of Common Stock held by
non-affiliates of the Registrant was approximately $12,739,960. The aggregate
market value was based on the closing price of Common Stock as reported by the
Nasdaq Stock Market's National Market.
At June 19, 1998, the number of shares of Common Stock issued and
outstanding was 8,514,600 and there were no shares of Preferred Stock
outstanding.
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EXPLANATORY NOTE
SkyMall, Inc. (the "Company") has prepared this Amendment to Form 10-K for the
purpose of filing with the Securities and Exchange Commission the Consent of
Independent Public Accountants as an exhibit, which is submitted herewith, and
no amendments to the Form 10-K with the exception of such exhibit are intended
to be effected hereby.
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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 on Form 10-K/A
to be signed on its behalf by the undersigned, thereunto duly authorized, this
24th day of June, 1998.
SkyMall, Inc.
By /s/ Robert M. Worsley
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Robert M. Worsley
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints ROBERT M. WORSLEY and DARRYL S. BAKER, and each
of them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments to this Form 10-K/A Annual
Report, and to file the same, with all exhibits thereto, and other documents in
connection therewith with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully and to all intents and purposes as he might
or could do in person hereby ratifying and confirming all that said
attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report on Form 10-K has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated:
SIGNATURE TITLE DATE
- -------------------------- --------------------------- ---------------
Chairman of the Board,
/s/Robert M. Worsley President (Chief Executive
- -------------------------- Officer) June 24, 1998
Robert M. Worsley
/s/Darryl S. Baker Controller
- -------------------------- (Principal Accounting Officer) June 24, 1998
Darryl S. Baker
* Director June 24, 1998
- --------------------------
Alan C. Ashton
* Director June 24, 1998
- --------------------------
Lyle R. Knight
* Director June 24, 1998
- --------------------------
Thomas J. Litle IV
* Director June 24, 1998
- --------------------------
Randy Petersen
* By Power of Attorney
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EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT PAGE NUMBER OR
NUMBER DESCRIPTION METHOD OF FILING
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<S> <C> <C>
3.1a Articles of Incorporation of Registrant ............................... **
3.1b Certificate of Amendment to Articles of Incorporation ................. **
3.2 Bylaws of Registrant .................................................. **
4.1 Amended Certificate of Designation for Preferred Stock ................ **
4.2 Form of Common Stock Certificate ...................................... **
4.3 Form of Representative's Warrant Agreement ............................ **
10.1 Employment Agreement between Robert M. Worsley and SkyMall, Inc. ..... **
10.2 Form of Airline Customer Services Agreement ........................... **
10.2a Schedule of Omitted Material Terms from Material Airline
Customer Services Agreement ......................................... **
10.2b Airline Customer Services Agreement between SkyMall, Inc. and
Continental Airlines, Inc., dated January 1, 1992, as amended ....... **
10.2c Airline Customer Services Agreement between SkyMall, Inc. and
United Airlines, Inc., dated May 1, 1992 ............................ **
10.5 Form of Tax Indemnification Agreement ................................. **
10.6 SkyMall, Inc. 1994 Stock Option Plan, as amended ...................... **
10.7 Non-Employee Director Stock Option Plan ............................... **
10.8a Lease Agreement between Pasqualetti Properties, Inc. and
Smitty's Super Valu, Inc. dated June 24, 1960 ....................... **
10.8b Agreement between Rose Pasqualetti Perkins, Amos Pasqualetti,
Anthony Pasqualetti, Ben Pasqualetti and Smitty's Super Valu, Inc.
dated March 2, 1961 ................................................. **
10.8c Addendum to Lease between Amos Pasqualetti, Ben S. Pasqualetti,
Rose Pasqualetti Jenkins, Estate of Anthony J. Pasqualetti and
Smitty's Super Valu, Inc. dated May 11, 1966 ........................ **
10.8d Sublease between Schwan Brothers Properties and Smitty's Super
Valu, Inc. dated August 1, 1984 ..................................... **
10.8e Lease Amending Agreement between Smitty's Super Valu, Inc., Pasquo
Investments, and Amos Pasqualetti and Victoria McFarland
dated October 1, 1984 ............................................... **
10.8f Addendum to Sublease between Smitty's Super Valu, Inc. and Schwan
Brothers Properties dated January 1, 1985 ........................... **
10.8g Assignment of Sublease from Pima Partners to SkyMall, Inc. dated
July 12, 1990 ....................................................... **
11 Statement Re: Computation of per share earnings ....................... N/A
21 Subsidiaries of Registrant... ......................................... N/A
23.1 Consent of Accountants................................................. *
25.1 Powers of Attorney .................................................... S-1
27 Financial Data Schedule................................................ ***
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* Filed herewith.
** Incorporated by reference to Form S-1 Registration Statement (File No. 333-14539).
*** Incorporated by reference to Form 10-K filed March 25, 1998.
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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of our
report dated February 17, 1998 included in this Form 10-K/A, into the Company's
previously filed Registration Statement File No. 333-14539.
ARTHUR ANDERSEN LLP
Phoenix, Arizona,
June 19, 1998.
