SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 1999
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from ____ to _______
Commission File No. 1-10623
Pamet Systems, Inc.
____________________________________________
(Name of small business issuer in its charter)
Massachusetts 04-2985838
______________________________ _____________________
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1000 Main Street
Acton, Massachusetts 01720
______________________________________ _____________________
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (978) 263-2060
______________
Securities registered under Section 12(b) of the Exchange Act:
Name of each exchange
Title of each class on which registered
---------------------------- ---------------------
none none
______________________________ _____________________
Securities registered pursuant to Section 12(g) of the Exchange Act:
Common Stock $.01 par value
____________________________
(Title of Class)
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.
Yes X No
____ ____
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. [ ]
The issuer's revenues for its most recent fiscal year were $2,413,225
The aggregate market value of the registrant's common stock held by
non-affiliates of the Company, based upon the average of the closing bid and
asked prices on April 11, 2000 was $8,186,042.
The number of shares outstanding of the registrant's common stock, as of April
11, 2000 was 3,834,282 shares.
<PAGE>
Explanatory note: Pursuant to instruction E(3) of Form 10-KSB, this Form
10-KSB/A includes the information required by Part III which was omitted from
the Company's Form 10-KSB filed on March 30, 2000.
Item 9. Directors, Executive Officers, Promoters and Control Persons,
Compliance with Section 16(a) of the Exchange Act.
INFORMATION AS TO DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth information as to the ages and principal
occupations of the members of the Board of Directors and executive officers
and has been furnished to the Registrant by such directors and executive
officers.
<TABLE>
<CAPTION>
Class I (Term expires at the 2000
Annual meeting of Stockholders)
Has been
A director
Director Name Age Principal Occupation Since
<S> <C> <C> <C>
Richard C. Becker 54 Mr. Becker has been Vice President 1991
Finance and Administration since June
1997, Assistant Clerk since February
1991 and Treasurer since May
1991. He was Vice President and Chief
Operating officer from June 1993 through
May 1997 and Vice President of Finance
and Administration of the Company from
January 1991 through June 1993.
Arthur V. Josephson, Jr.56 Mr. Josephson has served as Clerk for 1988
the Company since September 1990.In
addition to his responsibilities to
the Company,since 1985 Mr.Josephson
has served as an accounting consultant
to a number of clients in Massachusetts.
Bruce J. Rogow 54 Mr. Rogow has been Chairman of the Board 1997
since June 1999. He has served as
a Gartner Group Fellow since 1992 and
executive principal of Rogow Opportunity
Capital since 1997.
</TABLE>
<TABLE>
<CAPTION>
(Class II) (Term expires at the 2001
Annual meeting of Stockholders)
<S> <C> <C> <C>
Dr. Stanley J. Robboy 58 Since January 1998, Dr. Robboy has been 1990
Vice Chairman of the Department of
Pathology at Duke University Medical
Center which is in addition to the
positions he has held since 1992 as
Professor of Pathology, Professor of
Obstetrics and Gynecology and Head of
the Division of Gynecologic Pathology.
David T. McKay 57 Mr. McKay has been President and 1997
Chief Executive Officer of the Company
since June 1997. Previously Mr. McKay
served as the Global Systems Manager
for Mobil Oil, an oil production company
from 1996 to 1997.From 1994 to 1996 he
was the Vice President of Information
Systems at Moore Corporation, a business
supply company. From 1992 to 1994 he was
Vice President of Gartner Group, Inc.
</TABLE>
<TABLE>
<CAPTION>
(Class III) (Term expires at the 2002
Annual meeting of Stockholders)
<S> <C> <C> <C>
Dr. Joel B. Searcy 64 Dr. Searcy has been a director 1987
since the Company's inception in
1987. Dr. Searcy was Chairman of the
Board of Directors of the Company since
1987 through May of 1999, was President
and CEO until June 1997.
Dr. Davinder Sethi 66 Dr. Sethi has been an independent 1998
advisor since 1996 and served as
a Senior Advisor to Barclays de Zoete
Wedd, an investment banking firm, from
1990 until 1996.
</TABLE>
Beneficial Ownership Reporting Compliance
The Company's executive officers and directors and persons who beneficially
own more than 10% of a registered class of the Company's equity securites are
required under Section 16(a) of the Securities Exchange Act of 1934, as
amended, to file reports of ownership and changes in ownership with the
Securities and Exchange Commission. Copies of those reports must also be
furnished to the Company. Based solely on the Company's review of the copies
of such reports it has received, the Company believes that all of its other
executive officers and directors, and greater than ten percent beneficial
owners complied with all filing requirements applicable to them except that
BSI SA, the Leonardo Capital Fund Limited, the William J. Bell 1993 Trust, and
West Country Partners have not filed either a Schedule 13D or 13G; Arthur V.
Josephson, Jr. and David T. McKay were each late in filing one Form 4 (each
such filing related to one transaction); Bruce J. rogow was late in filing two
Form 4's (each such filing related to one transaction); Richard C. Becker was
late in filing three Form 4's (each such filing related to one transaction);
and Stanley J. Robboy and Joel B. Searcy were each late in filing four Form
4's. Davinder Sethi was late in filing one Form 3.
Item 10 Executive Compensation
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Annual Compensation Long Term
Compensation
Securities Under-
Name and Principal Year Salary Bonus lying Options
Position $ $ #
<S> <C> <C> <C> <C>
David T. Mckay, 1999 160,000 20,000 76,500
President and Chief 1998 160,000 9,334 50,000
Executive Officer 1997 *93,334 150,000
</TABLE>
* Represents salary from June 1, 1997 the date on which Mr. McKay commenced
employment
EMPLOYMENT AGREEMENTS
The Company entered entered into an Employment Agreement dated
September 1997 employing David T. McKay as President and Chief Executive
Officer of the Company for a two year year term. The employment agreement
automatically extends for an additional two year provided that neither party
gives the other notice of its intent not to renew at least 180 days prior to
the expiration date of the initial term or any extensions thereof. Mr. McKay
is entitled to receive a base salary of $160,000 per annum, bonus
compensation, including grants of stock options or other equity of the
Company, at the discretion of the Board of Directors of the Company, and
certain other fringe benefits during the term of the agreement. Mr. McKay's
was also granted fully-vested options to purchase 50,000 shares of the common
stock and an additional grant of options to purchase 100,000 share of the
common stock of the Company which will vest at the rate of 25% per year.
If Mr. McKay's employment is terminated as the result of constructive
termination (as defined in the employment agreement) or by the Company without
cause (as defined in the employment agreement), in addition to compensation
and benefits accrued through the date of such termination, he will only be
entitled to receive his base salary and all fringe benefits and additional
bonus amounts for an additional (a) three months period or (b) six month
period, respectively. Mr. McKay's employment agreement also includes a
non-competitive, confidentiality, and indemnification provisions.
The Company entered into an Employment Agreement, dated as of May 30,
1997, employing Richard C. Becker to serve as Vice President of the Company
ending on December 31, 1999. The contract was extended for one year and will
terminate on December 31, 2000. The term of the employment agreement will
automatically renew for an additional one year if neither party gives the
other notice of its intent not to renew at least 180 days prior to the
expiration date. Pursuant to his employment agreement, Mr. Becker is to
receive a base salary of $93,500 per annum; bonus compensation, including
grants of stock options or other equity of the Company, at the discretion of
the Board of Directors of the Company; and certain other fringe benefits
during the term of the agreement. Mr. Becker's employment agreement also
includes a non-competitive, confidentiality, and indemnification provisions.
<TABLE>
<CAPTION>
Stock Options Grants in Last Fiscal Year
Potential Realized
Number of % of Total Value at Assumed
Securities Options Annual Rates of
Underlying Granted to Stock Price
Options Employees in Exercise Expir- Appreciation
Granted Fiscal year Price ation for Option Term
Name (#) (%) ($/sh) Date 5% 10%(1)
<S> <C> <C> <C> <C> <C> <C>
David T. McKay 76,500 36.0% 2.50 7/13/09 $120,277 $304,795
</TABLE>
(1) Potential realizable values are based on the fair market value per share
as determined by the Company on the date of the grant and represent
hypothetical gains that could be achieved for the respective options if
exercised at the end of the option term. The dollar amounts set forth in
these columns are the results of calculations at the five percent and ten
percent rates set by the Securities and Exchange Commission, and are not
intended to forecast future appreciation, if any, of the Company's Common
Stock price. There can be no assurance that such potential realizable values
will not be more or less than that indicated in the table above.
Item 11. Security Ownership of Certain Beneficial Owners and Management
The following table provides information regarding beneficial ownership as of
April 11, 2000 of the Company's Common Stock as to (i) each director of the
Company, (ii) each of the Named Executive Officers, (iii) each person who is
known to the Company to be the beneficial owner of more than 5% of the
Company's voting securities and (iv) all directors and executive officers as a
group. The information set forth below as to nominees, directors, and
officers has been furnished to the Company by such nominee, officer or
director.
<TABLE>
<CAPTION>
Percent of Common
Name and Address of Amount and Nature of Stock (if over 1%)
Beneficial Owner Beneficial Ownership Owned Beneficially
<S> <C> <C>
Bruce J. Rogow 869,147(1) 21.5%
Winnie R. Rogow
220 Ocean Avenue
Marblehead, MA 01945
David T. McKay 157,500(2) 3.9%
1000 Main Street
Acton, MA 01720
Dr. Joel B. Searcy 319,027(3) 8.2%
Richard C. Becker 119,625(4) 3.0%
Arthur V. Josephson, Jr. 64,750(5) 1.7%
Dr. Stanley J. Robboy 448,137(6) 11.2%
104 Donegal Drive
Chapel Hill, NC 27514
Dr. Davinder Sethi 33,208(7) *
37 East Ridge Road
Skillman, NJ 08559
BSI SA 783,334(8) 17.9%
Via Magatti 2
6900 Lugano
Switzerland
William J. Bell 1993 Trust 544,826(9) 13.3%
10539 Bellagio Road
Los Angeles, CA 90077
Leonardo Capital Fund Limited 200,000(10) 5.1%
Hemisphere Management (Ireland)
Limited
4th Floor Frederick House
South Frederick Street
Dublin 2, Ireland
West Country Partners 337,500(11) 8.5%
1917 Brittany Park
Camarillo, CA 93012
All directors and executive 2,011,394(12) 44.1%
officers as a group (7 people)
</TABLE>
* Less than one percent
(1) As reported on an Amendment No.3 to the Schedule 13D filed with the
Securities and Exchange Commission on January 6, 1999, filed by Bruce J. Rogow
and Winnie R. Rogow relating to the beneficial ownership of (i) 5,000 shares
of Common Stock held by Mr. Rogow's 401(k) account, (ii) 20,000 shares held by
Mr. Rogow's retirement money purchase account, (iii) 62,000 shares of Common
Stock held jointly, (iv) 15,000 shares held by Mrs. Rogow as custodian for Mr.
and Mrs. Rogow's minor child, (v) 325,000 shares of Common Stock held by Rogow
Opportunity Capital, LLC, a Massachusetts limited liability company ("Rogow
Opportunity") of which Mr. and Mrs. Rogow are the sole members, (vi) warrants
held by Rogow Opportunity exercisable at any time or from time to time prior
to March 2, 2003, to purchase up to 31,250 shares of Common Stock at an
exercise price of $4.25 per share, (vii) 206,897 shares of Common Stock from
the conversion of a note, (viii) warrants exercisable at any time or from time
to time prior to November 5, 2003, to purchase 120,000 shares of Common Stock
at an exercise price of $2.50 per share, (ix) warrants exercisable at any time
or from time to time prior to July 13, 2009, to purchase 68,000 shares of
Common Stock at an exercise price of $2.50 per share, and (x) warrants
exercisable at any time or from time to time prior to September 28, 2009, to
purchase 10,000 shares of Common Stock at an exercise price of $3.19 per
share, (xi) 6,000 shares issuable upon the exercise of 3 grants of currently
exercisable director options at prices ranging $1.56 to $4.00.
(2) Includes 151,500 shares issuable upon the exercise of currently
exercisable options.
(3) Includes 33,750 shares issuable upon the exercise of currently
exercisable options.
(4) Includes 119,500 shares issuable upon the exercise of currently
exercisable options.
(5) Includes 45,000 shares issuable upon the exercise of current
exercisable options.
(6) [As reported on the Schedule 13G filed with the Securities and
Exchange Commission on February 15, 2000 and updated based on Company
records}, filed by Stanley J. Robboy relating to the beneficial ownership
of (I) 173,500 shares of Common Stock held by Mr. Robboy, (ii) 109,091 shares
of Common Stock from the conversion of Convertible Promissory note signed on
November 6, 1998,(iii) 25,000 shares of common stock from the conversion of
warrants, (iv) 136,500 shares issuable upon the exercise of currently
exercisable options. .
(7) Includes 30,000 share issuable upon the exercise of currently
exercisable options.
(8) Includes 150,000 shares of Common Stock issuable upon conversion of a
$375,000 note convertible until May 14, 2001 at a conversion price of $2.50
per share, 150,000 shares issuable upon the exercise of warrants exercisable
at any time from time to time prior to May 15, 2004 at an exercise price of
$2.50 per share, 175,000 shares issuable upon the exercise of warrants
exercisable at any time or from time to time prior to December 3, 2004 at an
exercise price of $2.50 per share, and 66,667 shares issuable upon the
exercise of warrants exercisable at any time or from time to time prior to
April 11, 2005 at an exercise price of $3.50 per share.
(9) Includes 172,413 shares issuable upon the exercise of warrants
exercisable at any time from time to time prior to November 12, 2003 at an
exercise price of $1.45 per share, and 100,000 shares issuable upon the
exercise of warrants exercisable at any time or from time to time prior to
February 4, 2004 at an exercise price of $2.50 per share.
(10) Includes 100,000 shares issuable upon the exercise of warrants
exercisable at any time or from time to time prior to December 12, 2004 at an
exercise price of $2.50 per share.
(11) Includes 29,500 shares of Common Stock held by James Schmitt;
80,000 shares held by West Country Partners; 14,000 shares of Common Stock
issuable upon conversion of a $35,000 note convertible until May 15, 2001 at
a conversion price of $2.50 per share, 14,000 shares issuable upon the
exercise of warrants exercisable at any time from time to time prior to
May 15, 2004 at an exercise price of $2.50 per share, 50,000 shares issuable
upon the exercise of warrants exercisable at any time or from time to time
prior to November 18, 2004 at an exercise price of $2.50 per share, and
50,000 shares issuable upon the exercise of warrants exercisable at any time
or from time to time prior to March 29, 2005 at an exercise price of $3.50
per share.
(12) Includes 720,296 shares issuable upon the exercise of currently
exercisable options held by all directors and officers of the Company as a
group.
Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On February 8, 1999 the Company entered into an agreement with the William
James Bell 1993 Trust. The Bell Trust loaned the Company $250,000 and was
given a convertible promissory note. The note is convertible until February 7,
2001 into 100,000 shares of Common Stock at a price of $2.50 per share. In
connection with the note the Bell Trust was granted a five year warrant to
purchase 100,000 shares of Common Stock at a price of $2.50 per share. On
April 4, 2000 the Bell Trust converted this entire note to 100,000 shares of
Common Stock. In addition on the same date the Trust also converted a
convertible promissory note dated 11/13/98 to 172,413 shares of Common Stock.
On April 14, 1999 Dr. Stanley J. Robboy and Mr. Bruce Rogow converted their
$300,000 promissory notes into 109,090 and 206,896 shares of Common Stock
respectively. In addition Mr. Rogow, Dr. Robboy, Richard C. Becker and Dr
Joel B. Searcy agreed to provide a credit facility for up to $300,000.
Interest on these loans would be paid at 11% per annum. Warrants were awarded
to the lenders if the notes are utilized for the balance of the note
outstanding, for each six month period, at a rate of 1,000 warrants per
$10,000 utilized, at the fair market value of the Company's shares on that
date. On april 12, 2000 the credit line was increased to $425,000 and
maturity dates was extended to June 1, 2001.
On May 14, 1999 the Company entered into an agreement with BSI SA, a financial
institution in Lugano Switzerland. BSI SA loaned the Company $375,000 and was
given a convertible promissory note. The note is convertible until May 13,
2001 into 150,000 shares of Common Stock at a price of $2.50 per share. In
connection with the note, BSI SA was granted a five year warrant to purchase
150,000 shares of Common Stock at a price of $2.50 per share. In addition, on
December 3, 1999 the Company issued 175,000 shares to BSI SA for an aggregate
purchase price of $350,000 based on a purchase price of $2.00 per share. In
connection with this agreement BSI SA was granted a five year warrant to
purchase 175,000 shares of Common Stock at a price of $2.50 per share.
On May 16, 1999 the Company entered into an agreement with West Country
Partners a California Limited Partnership of which James S. Schmitt is the
General Partner. West Country Partners loaned the Company $35,000 and was
given a convertible promissory note. The note is convertible until May 15,
2001 into 14,000 shares of Common Stock at a price of $2.50 per share. In
connection with the note, West Country Partners was granted a five year
warrant to purchase 14,000 shares of Common Stock at a price of $2.50 per
share. In addition, on November 18, 1999 the Company issued 50,000 shares to
West Country Partners for an aggregate purchase price of $100,000 based on a
purchase price of $2.00 per share. In connection with this agreement West
Country Partners was granted a five year warrant to purchase 50,000 shares of
Common Stock at a price of $2.50 per share.
On December 14, 1999 the Company issued 100,000 shares to the Leonard Captial
Fund in Dublin Ireland for an aggregate purchase price of $200,000 based on a
purchase price of $2.00 per share. In connection with this agreement Leonard
Capital fund was granted a five year warrant to purchase 100,000 shares of
Common Stock at a price of $2.50 per share.
