<PAGE> 1
UNITED STATES 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 June 30, 1998
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______ to
Commission File No. 0-19420
-------
Credit Depot Corporation
------------------------
(Name of small business issuer in its charter)
Delaware 58-1909265
- ------------------------------- ------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
700 Wachovia Center, Gainesville, Georgia 30501
- ----------------------------------------- -------
(Address of principal executive offices) (Zip Code)
Issuer's Telephone Number, including Area Code (770) 531-9927
--------------
Securities registered under Section 12(g) of the Exchange Act:
<TABLE>
<CAPTION>
Title of each class Name of each exchange on which registered
------------------- -----------------------------------------
<S> <C>
N/A N/A
</TABLE>
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $.001 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 required was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes X No
-- --
<PAGE> 2
Check if there is no disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B 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 or any
amendment to this Form 10-KSB. [ ]
Issuer's revenues for its most recent fiscal year: $4,722,159
The aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
sold or the average bid and asked price of such common equity as of September
14, 1998 was approximately $957,000.
2
<PAGE> 3
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF
THE EXCHANGE ACT.
(a) DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The directors and executive officers of the Company are as follows:
<TABLE>
<CAPTION>
Name Age Position
- ---- --- --------
<S> <C> <C>
Heiko H. Thieme 55 Chairman of the Board of Directors
Ralph. J. DeBee 40 President and Director
Charles D. Farrahar 37 Vice President and Chief Financial Officer
John C. Thomas 45 Director
Marvin V. Bolt. 32 Director
John R. Marshall 39 Director
Carlos Munoz 61 Director
</TABLE>
Each director holds such position until his successor has been elected and
qualified or until such director's earlier removal or resignation.
HEIKO H. THIEME has been has been a Director and Chairman of the Board
of Directors of the Company since December 1997. Mr. Thieme is, and has been
since 1990, Chairman of the Board of Directors and Chief Executive Officer of
American Heritage Management Corporation and President of Thieme Associates
Inc., both of which are investment advisors. Mr. Thieme is also President of
Thieme Consulting, Inc., a financial consulting firm and Thieme Securities,
Inc., a securities broker-dealer. Mr. Thieme is the Chief Executive Officer of
The American Heritage Fund, Inc.; American Heritage Growth Fund, Inc.; Thieme
Fonds International; and The Global Opportunity Fund Ltd, all of which are
investment companies, and the investment advisors of such companies.. From 1979
to 1989, Mr. Thieme was the Executive Vice-President in charge of U.S. equities
for Deutsche Bank Capital Corporation in New York, and served as a consultant
to the parent company, Deutsche Bank in Frankfurt, Germany. Mr. Thieme was a
Vice-President of the U.S. Investment Bank, White Weld in London. From 1972 to
1976, he worked with the British securities brokerage firm of Wood & McKenzie
in Edinburgh and London. Mr. Thieme has received education from institutions in
Germany, Scotland, and the United States, and has a law degree from the
University of Hamburg in Germany.
3
<PAGE> 4
RALPH J. DEBEE, JR. joined the Company in August 1996 as Chief Loan
Officer, was named President in November 1997 and elected to the Board of
Directors in December 1997. From 1988 to 1996, Mr. DeBee was the Senior
Vice-President of Equicredit Corporation, a large sub-prime mortgage lender
based in Jacksonville, Florida. Prior to joining Equicredit, from 1984 to 1988,
Mr. DeBee ran his own mortgage company, originating and brokering loans to
non-conventional lenders. From 1979 to 1984, he managed the Jacksonville office
of Great Western Financial Service.
CHARLES D. FARRAHAR, a certified public accountant, has been Chief
Financial Officer and Vice-President since April 1996 and was the Controller
since joining the Company in February 1994. Mr. Farrahar was the Chief
Accountant of Law Engineering, a national civil engineering firm, from April
1987 to February 1994. Prior to 1987, Mr. Farrahar held various managerial
accounting positions in both the public and private accounting sectors.
JOHN C. THOMAS, JR. has been a Director of the Company since December
1996, and was the Chief Financial Officer and a Vice President of the Company
from February 1995 to April 1996 and from August 1990 to March 1993. Mr. Thomas
is the chief financial officer for several privately held start-up companies.
He was the Chief Financial Officer of EntreMed, Inc., a publicly-held
pharmaceutical research and development company, from August 1991 until January
1997, and continues to serve as its Secretary/Treasurer. Mr. Thomas has also
been the chief financial officer for several publicly held start-up companies,
including Tapistron International, Inc., a textile technology company; Medicis
Pharmaceutical Company, a dermatologic pharmaceutical company; CytRx
Corporation, a pharmaceutical research company; and Biopool International, Inc.
(formerly CytRx-Biopool, Ltd.), a company engaged in the development and sale
of diagnostic test kits. Mr. Thomas is a certified public accountant.
MARVIN V. BOLT has been a director of the Company since December 1997.
Mr. Bolt is Vice President of Portfolio Management of Thieme Associates, Inc.
and a Research Analyst with American Heritage Management Corporation. From 1988
to 1992, Mr. Bolt was an Aerospace Vehicle Design Engineer with General
Dynamics Corporation. Mr. Bolt holds a Master of Business Administration degree
from New York University, Stern School of Business and a Master of Science
degree in Aerospace Engineering from the University of Texas.
JOHN R. MARSHALL has been a director of the Company since December 1997.
Mr. Marshall is Executive Vice-President and Chief Financial Officer of Home
1-2-3 Corp., a closely-held marketing firm located in Pointe Vedre Beach,
Florida. Previously, Mr. Marshall was President and Chief Operating Officer of
Midstate Financial Services, Inc., a privately held regional retail mortgage
lender and broker located in North Carolina. From 1992 to 1995, Mr. Marshall
was the Executive Vice-President and Chief Financial Officer of Equicredit
Corporation. From 1985 to 1990, Mr. Marshall worked for Maryland National Bank
and held the position of Senior Vice-President Chief Financial Officer upon his
4
<PAGE> 5
departure. Mr. Marshall has also been a consultant to an institutional equity
fund, researching and advising on investment opportunities in the financial
services industry, and was a partner in Stonemark Holdings USA, where he
arranged the purchase and sale of consumer finance companies. Mr. Marshall
holds a Master of Business Administration degree with distinction from Harvard
Business School and a Bachelor of Science degree in Mechanical Engineering from
Duke University.
CARLOS MUNOZ has been a Director of the Company since October 1996. Mr.
Munoz is, and has been, since April 1995 the Executive Vice President and Chief
Credit and Risk Management Officer of Dime Bancorp and Dime Savings Bank of New
York. From June 1982 to March 1995, Mr. Munoz served as Senior Vice President
and a member of the Credit Policy Committee of Citibank, N.A., responsible for
credit oversight of part or all of Citibank's worldwide consumer banking
activities as well as the private banking and global finance areas in Latin
America. Prior to June 1982, Mr. Munoz held various positions with Citibank
since joining the bank in 1959. Mr. Munoz is a graduate of Columbia College and
a former President of the Columbia College Alumni Association and a member of
the College Board of Visitors. He also holds a Master's Degree in Economics
from Columbia University. He is a Director of North American Mortgage Company,
a member of the Advisory Council of the Credit Research Center of Purdue
University, a Trustee of the Episcopal Diocese of New York and Vice President
of the Episcopal Mission Society.
(B) IDENTIFY SIGNIFICANT EMPLOYEES
Not applicable.
(C) FAMILY RELATIONSHIPS
There are no family relationships between any of the Company's directors
or executive officers.
(D) INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
Not applicable.
5
<PAGE> 6
(G) PROMOTERS AND CONTROL PERSONS
Not applicable.
II. SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based solely upon a review of any Forms 3 and 4 and amendments thereto
furnished to the Company under Rule 16a-3(e) under the Exchange Act during its
most recent fiscal year and any Forms 5 and amendments thereto furnished to the
Company with respect to its most recent fiscal year, and any written
representations referred to in subparagraph (b)(2)(i) of Item 405 of Regulation
S-B, other than the following, no person who at any time during the fiscal year
ended June 30, 1998 was a director, officer, to the knowledge of the Company a
beneficial owner of more than 10% of any class of equity securities of the
Company registered pursuant to Section 12, failed to file on a timely basis, as
disclosed in the above Forms, reports required by Section 16(a) of the Exchange
Act during the most recent fiscal year or prior fiscal years.
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
NAME NUMBER NUMBER OF
OF LATE TRANSACTIONS
REPORTS NOT REPORTED
ON A TIMELY
BASIS
<S> <C> <C>
======================================================================================================================
Heiko H. Thieme 2 2
- ----------------------------------------------------------------------------------------------------------------------
The Global Opportunity Fund, 4 5
Ltd.
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
ITEM 10. EXECUTIVE COMPENSATION
The following summary compensation table sets forth the aggregate
compensation paid or accrued by the Company to its President and former Chief
Executive Officer (the "Named Persons"). No other executive officer of the
Company or any other person employed by the Company received compensation in
excess of $100,000 for services rendered during the any of the fiscal years
ended June 30, 1998, 1997 and 1996:
6
<PAGE> 7
<TABLE>
<CAPTION>
========================================================================================================================
NAME AND PRINCIPAL FISCAL ANNUAL COMPENSATION SHARES OF
POSITION YEAR SALARY OTHER (1) COMMON
STOCK
UNDERLYING
OPTIONS/SARS
========================================================================================================================
<S> <C> <C> <C> <C>
Ralph J. DeBee 1998 $146,250 $6,450 50,000
President
- ------------------------------------------------------------------------------------------------------------------------
1997 $118,125 $6,450 20,000
- ------------------------------------------------------------------------------------------------------------------------
Gerald F. 1998 $136,000 $6,731 50,000
Sullivan
Former Chief
Executive
Officer
- ------------------------------------------------------------------------------------------------------------------------
1997 $127,000 $6,731 -0-
- ------------------------------------------------------------------------------------------------------------------------
1996 $100,000 $6,731 10,000
========================================================================================================================
</TABLE>
(1) Includes payments for leased vehicle provided to the employee.
The following table sets forth certain information with respect to
individual grants of stock options made during the fiscal year ended June 30,
1998, to the Named Persons:
<TABLE>
<CAPTION>
% of Total
Options/SARs
Options/ Granted to Exercise
SARs Employees in or Base Expiration
Name Granted(#) Fiscal Year Price ($/Sh) Date
- ---- ---------- ----------- ------------ ----
<S> <C> <C> <C> <C>
Ralph J. DeBee 50,000 20.9% $2.00 11/3/2008
Gerald F. Sullivan 50,000 NA $2.50 12/31/2000
</TABLE>
The following table sets forth certain information with respect to
unexercised options/SARS issued by the Company held by the Named Persons as of
June 30, 1998:
<TABLE>
<CAPTION>
-----------------------------------------------------------------------
NAME NUMBER OF SHARES OF
COMMON STOCK UNDERLYING
UNEXERCISED OPTIONS/SARS
EXERCISABLE/UNEXERCISABLE
-----------------------------------------------------------------------
<S> <C>
Ralph DeBee 30,001/39,999
-----------------------------------------------------------------------
Gerald F. Sullivan 50,000/0
-----------------------------------------------------------------------
</TABLE>
7
<PAGE> 8
No options/SARS issued by the Company were exercised by any of the Named
Persons during the fiscal year ended June 30,1998. None of the unexercised
Options/SARS was in-the-money on such date.
During the fiscal years ended June 30, 1998, 1997 and 1996, no other
compensation not otherwise referred to herein was paid or awarded by the
Company to any Named Person, the aggregate amount of which compensation, with
respect to any such person, exceeded the lesser of $50,000 or 10% of the annual
salary and bonus reported in the Summary Table for such person.
STOCK OPTION PLANS
In October 1990, the Company adopted the 1990 Stock Option Plan (the
"1990 Plan") covering 250,000 shares of the Company's Common Stock, $.001 par
value, pursuant to which officers, Directors and key employees of the Company
are eligible to receive incentive and/or non-qualified stock options. In March
1992, the Company amended the 1990 Plan and increased the number of shares
reserved under the 1990 Plan from 250,000 shares to 400,000 shares. In January
1993, subject to shareholder approval which was obtained in May 1993, the Board
of Directors adopted the 1993 Stock Option Plan (the "1993 Plan") covering
250,000 shares of the Company's Common Stock $.001 par value, pursuant to which
officers, directors and key employees of the Company are eligible to receive
incentive and/or non-qualified stock options. In December 1993, the Company
amended the 1993 Plan and increased the number of shares reserved for issuance
thereunder by 350,000 shares, from 250,000 shares to 600,000 shares. In
December 1995, the Company amended the 1993 Plan and increased the number of
shares reserved for issuance thereunder by 250,000 shares, from 950,000 shares
to 1,200,000 shares. In December 1996, the Company amended the 1993 Plan and
increased the number of shares reserved for issuance thereunder by 400,000
shares, from 1,200,000 shares to 1,600,000 shares of Common Stock. On October
29, 1997, the number of shares in both plans, both authorized and outstanding,
was reduced by one-fifth to reflect a one-for-five reverse stock split. In
December 1997, the Company amended the 1993 Plan and increased the number of
shares reserved for issuance thereunder by 505,000 shares, from 320,000 shares
to 825,000 shares of Common Stock. The 1990 Plan expires on October 15, 2000
and the 1993 Plan expires on January 20, 2003.
The 1990 Plan and the 1993 Plan (collectively, the "Plans") are
administered by a committee of the Board of Directors consisting of Messrs.
Thieme, Munoz, and Marshall. The selection of participants, allotment of
shares, determination of price and other conditions of purchase of any options
granted are determined by the Board or any such committee at its sole
discretion. The purpose of the Plans is to attract and retain persons
instrumental to the success of the Company. Incentive stock options granted
under the Plans are exercisable for a period of up to 10 years from the date of
grant at an exercise price which is not less than the fair market value of the
Common Stock on the date of the grant, except that the term of
8
<PAGE> 9
an incentive stock option granted under the Plans to a stockholder owning more
than 10% of the outstanding shares of Common Stock may not be less than 110% of
the fair market value of the Common Stock on the date of the grant nor for more
than five years.
COMPENSATION OF DIRECTORS
Beginning January 1, 1998, directors who are not also employees of the
Company were authorized to receive annual cash compensation of $5,000 for
serving as directors, plus $500 for each non-telephonic meeting attended.
Each of the directors who is not an employee of the Company (excluding
the Chairman) and is a director on January 31 each year is eligible for
automatic grants of options to purchase 10,000 shares per year at the fair
market value of such shares at such date, which options are exercisable for a
period of ten years.
In November 1997, all directors except one were agreed to forfeit all of
their then outstanding stock options to purchase a total of 164,000 shares of
Common Stock at a weighted average exercise price of $18.30 per share. In
exchange, these directors each received a warrant to purchase shares of Common
Stock totaling 144,000 shares in the aggregate with an exercise price of $2.50
per share. These warrants expire on December 31, 2000. The options retained by
the one director were not repriced.
In January 1998, Mr. Thieme was issued a warrant to purchase 333,334
shares of Common Stock at an exercise price of $1.24 per share as compensation
for services rendered as Chairman of the Board of Directors. This warrant
expires on January 31, 2008.
REPRICING OF OPTIONS
The Company's stock option plans have been utilized to provide
directors, executives and other key employees with increased motivation and
incentive to exert their best efforts on behalf of the Company through the
opportunity to benefit from appreciation in the value of the Common Stock. Due
to a decline in the price of the Common Stock in the year ended June 30, 1998,
certain options outstanding under the Company's various stock option plans were
exercisable at prices which were significantly in excess of the then current
market value of the Common Stock. On November 3, 1997, all options outstanding
were repriced to $2.00, the market value of the common stock on that date. This
re-pricing was done to once again provide incentive value for the options, as
the exercise price of all options had increased by a factor of five when the
one-for-five reverse stock split became effective on October 29,1997. The
exercise price of options prior to the repricing ranged from $2.75 to $4.00,
with the weighted-average exercise price of $3.56, or $17.80 after the reverse
split. The re-pricing effected the exercise price of 195,000 post-split shares
of options granted to directors of the Company. An aggregate of 20,000 and
65,000 options held by Messrs. DeBee and Sullivan,
9
<PAGE> 10
respectively, with respective weighted average exercise prices of $13.75 and
$17.50 were repriced.
EMPLOYMENT AGREEMENTS
In January 1996, Gerald F. Sullivan, former President, Chief Executive
Officer, and a Director of the Company, entered into a two-year employment
agreement automatically renewing for successive one-year periods with the
Company which provided for a base annual salary of $100,000. In October 1996,
the base annual salary was increased to $136,000. Mr. Sullivan was also
provided with a leased vehicle with monthly lease payments of $565. In December
1997, the Board of Directors provided notice to Mr. Sullivan this employment
agreement would not be renewed. On June 12, 1998, Mr. Sullivan resigned from
the Company and his employment agreement was terminated. Mr. Sullivan continued
to receive all employee benefits, including salary, until September 11, 1998,
as compensation for consulting services rendered during that period.
In October 1997, Mr. DeBee, then Chief Operating Officer, and Mr.
Farrahar, Chief Financial Officer, entered into two year employment agreements
with automatically renewing one year terms at base annual salaries of $150,000
and $100,000, respectively. In November 1997, Mr. DeBee was named President of
the Company.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth certain information as of October 20, 1998 with
respect to any person who is known to the Company to be the beneficial owner of
more than 5% of any class of the Company's voting securities and as to each
class of the Company's equity securities beneficially owned by its directors
and by directors and officers as a group:
10
<PAGE> 11
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
APPROX-
AMOUNT OF IMATE
SHARES PERCENT
TITLE OF NAME AND ADDRESS OF BENEFICIALLY OF CLASS
CLASS BENEFICIAL OWNER OWNED (1) (1)
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Heiko H. Thieme (2) 989,577 (5) 15
Stock
- ---------------------------------------------------------------------------------------------------------------------------------
Common Ralph J. DeBee, Jr. (3) 36,667 (6) *
Stock
- ---------------------------------------------------------------------------------------------------------------------------------
Common Marvin V. Bolt (2) 12,240 (7) *
Stock
- ---------------------------------------------------------------------------------------------------------------------------------
Common John R. Marshall (3) 10,000 (8) *
Stock
- ---------------------------------------------------------------------------------------------------------------------------------
Common Carlos Munoz (3) 14,000 (9) *
Stock
- ---------------------------------------------------------------------------------------------------------------------------------
Common John C. Thomas, Jr. (3) 45,517 (10) *
Stock
- ---------------------------------------------------------------------------------------------------------------------------------
Common Ranier Heubach 365,817 6
Stock Unterbergstrasse 104 A-
5084 Grossgmain
Salzburg Austria
- ---------------------------------------------------------------------------------------------------------------------------------
Common The InterGroup Corp. (4) 323,550 (11) 5
Stock
- ---------------------------------------------------------------------------------------------------------------------------------
Common Santa Fe Financial (4) 323,550 (11) 5
Stock
- ---------------------------------------------------------------------------------------------------------------------------------
Common Jackt Holdings Corp. 500,000 (12) 8
Stock Avieneda Justo
Arrosemena, Calle 32
Panama 5, Republic of
Panama
- ---------------------------------------------------------------------------------------------------------------------------------
Common VPM Verwaltungs AG 458,605 7
Stock Thierwilerstrasse 10 CH-
4103
Bottingham, Switzerland
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
11
<PAGE> 12
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
APPROX-
AMOUNT OF IMATE
SHARES PERCENT
TITLE OF NAME AND ADDRESS OF BENEFICIALLY OF CLASS
CLASS BENEFICIAL OWNER OWNED (1) (1)
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common The Global Opportunity 653,999 (13) 10
Stock Fund Limited
P.O. Box N-9024
Charlotte St.
Nassau, Bahamas
- ---------------------------------------------------------------------------------------------------------------------------------
Series B The InterGroup Corp. (4) 323,550 (11) 26
Preferred
Stock
- ---------------------------------------------------------------------------------------------------------------------------------
Series B Yong S. Ahn 53,920 (14) 5
Preferred 219 Hidden Pond Road
Stock Franklin Lakes, NJ 07417
- ---------------------------------------------------------------------------------------------------------------------------------
Series B Portsmouth Square (4) 107,850 (15) 10
Preferred
Stock
- ---------------------------------------------------------------------------------------------------------------------------------
Series B Santa Fe Financial (4) 323,550 (11) 26
Preferred
Stock
- ---------------------------------------------------------------------------------------------------------------------------------
Series B Dennis Fortin 53,920 (14) 5
Preferred 26 Brookside Dr.
Stock Easton, CT 06612
- ---------------------------------------------------------------------------------------------------------------------------------
Common Lancer Partners, L.P. 690,975 11
Stock 237 Park Avenue
New York, NY 10017
- ---------------------------------------------------------------------------------------------------------------------------------
Common Directors and officers as a 480,252 (16) 8
Stock group (seven persons)
(17)
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
12
<PAGE> 13
* Less than 1%
- ------------------------------
(1) Unless otherwise noted below, 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 them. For purposes hereof, a
person is deemed to be the beneficial owner of securities
that can be acquired by such person within 60 days from
the date hereof upon the exercise of warrants or options
or the conversion of convertible securities. Each
beneficial owner's percentage ownership is determined by
assuming that any such warrants, options or convertible
securities that are held by such person (but not those
held by any other person) and which are exercisable
within 60 days from the date hereof, have been exercised.
(2) 1370 Avenue of the Americas, New York NY 10019
(3) c/o Credit Depot Corporation, 700 Wachovia Center,
Gainesville, GA 30501
(4) 2121 Avenue of the Stars Suite 2020 Los Angeles CA 90067
(5) Includes 335,578 shares which may be acquired upon
exercise of warrants held by Mr. Thieme and Thieme
Consulting, Inc. Also includes 653,999 shares which are
beneficially owned by The Global Opportunity Fund
Limited. Does not include 4,200,000 shares which may not
be acquired within 60 days by The Global Opportunity Fund
Limited. Mr. Thieme disclaims any beneficial interest in
shares owned or which may be acquired by The Global
Opportunity Fund Limited.
(6) Represents shares which may be purchased upon exercise of
options granted under the Company's 1990 and 1993 Stock
Option Plans (the "Plans"). Does not include 33,333
shares which may be purchased upon exercise of options
not exercisable within 60 days.
(7) Represents 10,000 shares which may be purchased upon
exercise of options granted under the Plans and 2,240
shares which may be purchased upon exercise of a warrant.
(8) Represents shares which may be purchased upon exercise of
options granted under the Plans.
13
<PAGE> 14
(9) Represents 10,000 shares which may be purchased upon
exercise of options granted under the Plans and 4,000
shares which may be purchased upon exercise of a warrant.
(10) Includes 10,000 shares which may be purchased upon
exercise of options granted under the Plans and 28,000
shares which may be purchased upon exercise of a warrant.
(11) Includes 150,000 shares which may be purchased upon
exercise of a warrant.
(12) Represents 250,000 shares issuable upon the conversion of
convertible debt and 250,000 shares which may be
purchased upon exercise of a warrant.
(13) Includes 556,000 shares which may be purchased upon
exercise of a warrant. Does not include 7,000,000 shares
which may be acquired upon conversion of the Preferred
Shares and the Warrant, as those terms are hereinafter
defined.
(14) Includes 25,000 shares which may be purchased upon
exercise of a warrant.
(15) Includes 50,000 shares issuable upon exercise of a
warrant.
(16) Represents 102,917 shares which may be purchased upon
exercise of options granted under the Plans. Does not
include 77,083 shares which may be purchased upon
exercise of options not exercisable within 60 days.
(17) See Notes above.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On August 15, 1994, the Company advanced $100,000 to Samuel R. Dunlap,
Jr., then a Director of the Company. In August 1997, the Company extended the
maturity date on the advance to November 30, 1999, and entered into a
consulting agreement with Mr. Dunlap for a term of approximately two years.
Compensation due pursuant to the consulting agreement is used to offset the
principal and interest due on the advance.
Prior to June 5, 1998, The Global Opportunity Fund Limited (the
"Global") held secured promissory notes issued by the Company in the aggregate
principal amount of $2,100,000, each of which provided for interest at the
annual rate of 10% (the "Notes"). The
14
<PAGE> 15
Notes were convertible 550,000 shares of the Company's Common Stock at a
weighted average price of $2.00 per share. In connection with such loans, the
Company paid aggregate commissions of $35,000 to Thieme Securities, Inc. On
June 5, 1998, Global converted the Notes into 21,000 shares of the Company's
Series C 10% Convertible Redeemable Preferred Stock (the "Preferred Shares")
and a Common Stock Purchase Warrant (the "Warrant"). On June 4 and June 5,
1998, the closing bid prices of the Common Stock on Nasdaq were $.875 and
$1.00, respectively. The Company has agreed to use its best efforts to effect
the registration under the Securities Act of 1933 and registration or
qualification under all applicable state securities laws of the Common Stock
issuable, or other securities that may become issuable, upon conversion of the
Preferred Shares and exercise of the Warrant before September 30, 1998 at the
expense of the Company. The Company is delinquent in such obligation although
the Company does not believe that such delinquency will materially adversely
affect the Company. The Company believes that such expense will be
approximately $20,000. Reference is made to Note 8 of Notes to Consolidated
Financial Statements.
Heiko H. Thieme is the President of both Global and its investment
advisor and sole shareholder of such investment advisor. Marvin Bolt is a Vice
President of such investment advisor. Global's investment advisor receives
compensation which is based upon the value of Global's assets and Global's
performance. Messrs. Thieme and Bolt are both members of the Company's Board of
Directors and Mr. Thieme is the Chairman of such Board of Directors.
Taglich Brothers, D'Amadeo, Wagner & Co., Inc. provided consulting
services to the Company from November 1997 to May 1998 for which it received an
aggregate of $70,000. Such firm also acted as the Placement Agent for the
Company's sale of 11% Preferred Stock for which it received a commission of
$167,000.
15
<PAGE> 16
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
CREDIT DEPOT CORPORATION
By:/s/ Ralph J. DeBee
------------------------
Ralph J. DeBee, President
October 28, 1998
In accordance with the Exchange Act, this report has been signed below
by the following on behalf of the registrant and in capacities and on the dates
indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Ralph J. DeBee President October 28, 1998
- -----------------------
Ralph J. DeBee
/s/ Heiko H. Thieme Chairman of the Board October 28, 1998
- -----------------------
Heiko H. Thieme
/s/ Charles D. Farrahar Chief Financial Officer October 28, 1998
- -----------------------
Charles D. Farrahar
/s/ John C. Thomas, Jr. Director October 28, 1998
- -----------------------
John C. Thomas, Jr.
/s/ Marvin V. Bolt Director October 28, 1998
- -----------------------
Marvin V. Bolt
Director
- -----------------------
John R. Marshall
Director
- -----------------------
Carlos Munoz
</TABLE>
16
