United States
Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-KSB/A
(Mark One)
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the Fiscal Year ended June 30, 1997
or
[ ] Transition Report Under to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the transition period from ______________ to ____________
Commission file number 0-28920
Access Solutions International, Inc.
(Name of small business issuer as specified in its charter)
Delaware 05-0426298
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
650 Ten Rod Road
North Kingstown, RI 02852
(Address of principal executive offices)
(401) 295-2691
(Issuer's telephone number)
Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:
Units, each consisting of two shares of common stock, $.01 par value
("Common Stock") and one redeemable common stock purchase
warrant ("Redeemable Warrant")
Common Stock
Redeemable Warrants
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter period that the issuer 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 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: $1,091,578.
Aggregate market value of the voting and non-voting common equity held by
non-affiliates computed at $3.125 per share, the closing price of the Common
Stock on September 1, 1997:
$9,976,031.
The number of shares of the issuer's Common Stock, $.01 par value, outstanding
as of September 1, 1997 was 3,963,940.
Documents Incorporated by Reference:
None
<PAGE>
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
2.1 Asset Purchase Agreement dated as of April 15, 1997 between PaperClip
and ASI (incorporated by reference to Exhibit 2(a) of ASI's Current
Report on Form 8-K dated April 18, 1997)
2.2 Management Agreement dated as of April 15, 1997 between PaperClip and
ASI (incorporated by reference to Exhibit 2(b) of ASI's Current Report
on Form 8-K dated April 18, 1997)
*2.3 Letter agreement to amend Asset Purchase Agreement with PaperClip dated
September 12, 1997.
3.1 Amended and Restated Articles of Incorporation of ASI (incorporated by
reference to Exhibit 3(a) of ASI's Registration Statement on Form SB-2,
File No. 333-5285)
3.2 By-laws of ASI (incorporated by reference to Exhibit 3(b) of ASI's
Registration Statement on Form SB-2, File No. 333-5285)
4.1 Redeemable Warrant Agreement dated October 16, 1996 (incorporated by
reference to Exhibit 3(c) of ASI's Registration Statement on Form SB-2,
File No. 333-5285)
10.1 Real Estate Lease dated 1993 by and between Bakeford Properties and ASI,
as amended by Agreement dated December 6, 1995, and as further amended
by Agreement dated February 8, 1996 (incorporated by reference to
Exhibit 10(a) of ASI's Registration Statement on Form SB-2, File No.
333-5285)
10.2 ASI's 1987 Stock Option Plan (incorporated by reference to Exhibit 10(b)
of ASI's Registration Statement on Form SB-2, File No. 333-5285)
10.3 ASI's 1994 Stock Option Plan (incorporated by reference to Exhibit 10(c)
of ASI's Registration Statement on Form SB-2, File No. 333-5285)
10.4 ASI's 1996 Stock Option Plan (incorporated by reference to Exhibit 10(d)
of ASI's Registration Statement on Form SB-2, File No. 333-5285)
10.5 ASI's 1994 Non-Employee Directors' Stock Option Plan (incorporated by
reference to Exhibit 10(e) of ASI's Registration Statement on Form SB-2,
File No. 333-5285)
10.6 Employment Agreement dated as of July 31, 1996 between ASI and Robert H.
Stone (incorporated by reference to Exhibit 10(aa) of ASI's Registration
Statement on Form SB-2, File No. 333-5285)
*10.7 Distribution Agreement dated as of June 1, 1997 between ASI and
PaperClip
10.8 Secured Promissory Note issued by PaperClip (incorporated by reference
to Exhibit 10.4 of ASI's quarterly on form 10-QSB for the 10.8 quarter
ended December 31, 1996)
10.9 Registration Rights Agreement dated January 29, 1997 between ASI and
PaperClip (incorporated by reference to Exhibit 10.5 of ASI's Quarterly
Report on Form 10-QSB for the quarter ended December 1996)
**23. Consent of Arthur Andersen LLP
*27. Financial Data Schedule
_______________
* Previously filed
** Filed herewith
(b) Forms 8-K.
Current Report on Form 8-K dated April 18, 1997 with respect to Asset
Purchase Agreement with PaperClip.
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
dated February 20, 1997 included in PaperClip Software, Inc.'s Form 10-KSB for
the year ended December 31, 1996 in this Form 10-KSB. It should be noted that we
have not audited any financial statements of the company subsequent to December
31, 1996 or performed any audit procedures subsequent to the date of our report.
ARTHUR ANDERSEN LLP
Roseland, New Jersey
October 14, 1997
