<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-KSB/A
ANNUAL REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: Commission file number:
March 31, 1996 0-20528
AUSTIN'S INTERNATIONAL, INC.
(Name of small business issuer in its charter)
DELAWARE 65-0322000
(State or other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
2400 E. Commercial Boulevard, Suite 800, Fort Lauderdale, FL 33308
(305) 772-0980
(Address, including zip code, of principal executive offices and telephone
number, including area code of Issuer)
Securities registered under Section 12(b) of the Exchange Act: NONE
Securities registered under Section 12(g) of the Exchange Act: COMMON STOCK,
$.01 PAR VALUE
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.
[X] Yes [ ] 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
or any amendment to this Form 10-KSB. [ ]
The Issuer's revenues for its most recent fiscal year: $7,447,591
On July 10, 1996 the bid and asked prices of the Issuer's common stock were
$.50 and $.63, respectively, according to NASDAQ SmallCap Market quotations
furnished by the National Quotation Bureau, Inc. The aggregate market value of
voting stock of the Issuer held by non-affiliates based on the average of the
bid and ask prices on July 10, 1996 was $2,789,595.
As of July 10, 1996, 10,003,550 shares of common stock were outstanding.
Transitional Small Business Disclosure Format (check one): [X] Yes [ ] No
DOCUMENTS INCORPORATED BY REFERENCE
The information contained in Items 3 through 6 of Part I, and Item 11 of
Part III of this amendment is incorporated by reference in the Issuer's
previously filed Form 10-KSB Annual Report to which this amendment relates.
<PAGE>
ITEM 3. DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES.
---------------------------------------------------------------
Set forth below is certain information relative to directors and
executive officers of the Company:
<TABLE>
<CAPTION>
Director
Name Position Age Since
---- -------- --- -----
<S> <C> <C> <C>
Edwin M. Freakley Chairman, Chief Executive 52 03/11/96
Officer and Director
Larry E. Graybill Senior Vice President, 53 10/21/91
Treasurer (Chief Financial
Officer) and Director
Panayiotis C. Kontos Director 34 09/19/94
James C. Sargent Director 80 03/04/92
Elie Sopas President, Chief Operating 42 01/12/95
Officer, Secretary and Director
</TABLE>
Directors serve for a term of one year and are elected by the Company's
shareholders. Officers are appointed by and hold office at the will of the
Board of Directors.
EDWIN M. FREAKLEY has been President and Chief Executive Officer of
Worrell Enterprises, Inc. ("Worrell"), a private management company, since
1990. Mr. Freakley also serves as a director of La-Man Corporation ("La-
Man"), a Nevada corporation with its principal place of business in Longwood,
Florida. La-Man is a publicly traded company whose common stock is quoted on
Nasdaq under the trading symbol "LAMN." Mr. Freakley serves as Chief
Executive Officer and Chairman of the Board of Directors pursuant to an
agreement between Worrell and the Company dated April 4, 1996. See "Item 6.
Interest of Management and Others in Certain Transactions."
LARRY E. GRAYBILL was the acting President and Chief Executive Officer of
the Company from September 1994 until March 1996. He has been the Treasurer
of the Company since 1990 and a Director since 1991. From 1991 to 1994, Mr.
Graybill was Vice President and Chief Financial Officer of the Company. From
1988 to 1990, he was employed as Controller for Outrigger Lodging Services of
Los Angeles, California, and was based at their property in Boca Raton,
Florida. Prior to that time, Mr. Graybill was in the banking industry, where,
among other things, he was President of First Family Savings & Loan, in
Arkansas, for four years. Mr. Graybill is currently a member of the Company's
Executive Committee.
PANAYIOTIS C. KONTOS has been a Director of the Company since September
1994. From 1993 to the present, he has been an independent financial and
investment advisor. From 1991 to 1993, he was an Executive Officer with
Barclay's Bank, Shipping Division in Piraeus, Greece. From 1987 to 1991, he
was an Executive Officer with Citicorp in their Investment Banking and
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Shipping Finance Group in New York, Athens and London. Mr. Kontos has a BS in
Economics and an MBA in Finance from New York University's Stern School of
Business. Mr. Kontos is currently a member of the Company's Executive,
Compensation and Audit Committees.
JAMES C. SARGENT has been a Director of the Company since 1992, and
served as Chairman of the Board from October 1994 until March 1996. Mr.
Sargent has practiced law in New York since 1940. From 1964 to 1994, he was a
partner in the New York law firm of Whitman and Ransom. From 1994 to the
present, he has been affiliated with the New York law firm of Opton, Handler,
Gottlieb, Feiler & Katz. Mr. Sargent was also a Regional Administrator and
later, a Commissioner, of the Securities & Exchange Commission, in Washington,
D.C. Mr. Sargent is currently a member of the Company's Compensation and
Audit Committees.
ELIE SOPAS has been the Chief Operating Officer of the Company since he
joined the Company in October 1994. He has been a Director and Secretary of
the Company since January 1995 and a member of the Executive Committee since
October 1995. Mr. Sopas was a Partner and Chief Executive Officer of
Marshal's Restaurant, an American Steak House, in George, South Africa, from
1993 to 1994. From 1990 to 1993, he owned and successfully operated four
restaurants and two coffee shops in the Southern Cape of South Africa. In
1992, Mr. Sopas was Chairman of the Hospitality Industry in the Southern
Region of South Africa.
ITEM 4. REMUNERATION OF DIRECTORS AND OFFICERS.
----------------------------------------------
The following table indicates the aggregate annual remuneration paid
during the Company's fiscal year ending March 31, 1996 to Larry E. Graybill
and Elie Sopas, the only officers of the Company who were paid remuneration
during such period, and to all officers and directors as a group. Directors
receive no remuneration for serving as such.
<TABLE>
<CAPTION>
Capacities in which
Name of individual remuneration was Aggregate
or identity of group received remuneration
-------------------- -------------------------------- ------------
<S> <C> <C>
Larry E. Graybill Senior Vice President,
Treasurer (Chief Financial
Officer) and Director $ 66,728
Elie Sopas President, Chief Operating
Officer, Secretary and Director $ 87,038
All Officers and
Directors as a group
(5 persons) $153,766
</TABLE>
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ITEM 5. SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY HOLDERS
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(a) The following table indicates, as of July 17, 1996, the number of
shares and percentage of the Company's outstanding Common Stock held of record
by (i) each owner of more than 10% of such stock; (ii) Messrs. Graybill and
Sopas; and (iii) all officers and directors of the Company as a group. Unless
otherwise stated, to the best of the Company's knowledge, each person has sole
voting and investment power with respect to the shares listed .
<TABLE>
<CAPTION>
Shares of Percentage
Name and Address of Owner Common Stock Owned Ownership
------------------------- ------------------ -----------
<S> <C> <C>
Miyako Management Pacific Corp. 2,472,859 24.7%
c/o Libra Financiere SA
Av De L'Avant-Poste 4
1002 Lousanne, Switzerland
Voleon Shipping Corporation 2,215,574 22.2%
c/o Rex Shipping Corp.
#2, Third September Street
Athens 10432 Greece
CEDE & Co. 1,837,488 18.4%
Box 20 Bowling Green Station
New York, New York 10274
Larry E. Graybill 0 0.0%
Elie Sopas 0 0.0%
All Officers and Directors
as a group (5 persons) 0 0.0%
</TABLE>
(b) Miyako Management Pacific Corp. ("Miyako") is the direct beneficial
owner (and has the right to vote or direct the vote) of 2,758,124 shares
(27.6%) of Common Stock, and Mr. John B. Goulandris is the indirect beneficial
owner of such shares as a result of his ownership of the outstanding stock of
Miyako. Mr. Goulandris' address is Akti Miaouli 85, Piraeus 18538 Greece.
Voleon Shipping Corporation ("Voleon") is the direct beneficial owner of
2,654,574 shares (26.5%) of Common Stock, and Mr. Thrassivoulos Voyazides is
the indirect beneficial owner of such shares as a result of his ownership of
the outstanding stock of Voleon. Mr. Voyazides' address is c/o Rex Shipping
Corp., #2 Third September Street, Athens 10432 Greece.
Mr. Graybill has the right to vote or direct the vote of 6,900 shares of
Common Stock held in street name by CEDE & Co.
Pursuant to Rule 13d-5(b)(1) of the Securities and Exchange Commission,
the foregoing persons may be deemed to be members of a "group" and thus deemed
to be joint beneficial
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owners (and thus have the right to vote or direct the vote) of 5,412,698
shares (54.1%) of Common Stock. However, each of Miyako and Voleon has
disclaimed beneficial ownership of the shares of Common Stock beneficially
owned by the other. None of the foregoing direct and indirect beneficial
owners holds any options, warrants or rights to purchase shares of Common
Stock from the Company.
(c) The following table indicates, as of July 17, 1996, options, warrants
or rights to purchase Common Stock held by Messrs. Graybill and Sopas and all
officers and directors of the Company as a group:
<TABLE>
<CAPTION>
No. of Shares of
Common Stock Exercise
Underlying Options, Price Expiration Options
Name of Holder Warrants or Rights Per Share Date Vested
-------------- ------------------- --------- ---------- ---------
<S> <C> <C> <C> <C>
Larry E. Graybill 224,000/1,2/ $.875 06/02/01 91,200/3/
Elie Sopas 100,000/1,2/ $.875 06/02/01 20,000
All Officers and
Directors as a
Group (5 persons): 451,500/2,4/ $.875 06/02/01 163,700
</TABLE>
________________________
1. Represents shares of Common Stock issuable upon exercise of options
granted under the Austin's 1995 Employee Incentive Stock Option Plan (the
"1995 Plan"), which was approved by the Company's Board of Directors on
June 2, 1995 and by the Company's shareholders on October 18, 1995. Under
the terms of the 1995 Plan, the Board of Directors or the committee
responsible for administering the 1995 Plan (i.e., the Compensation
Committee of the Company's Board of Directors) may grant stock options
("Options") to purchase up to 3,850,000 shares of Common Stock, of which
up to 350,000 options may be issued in any consecutive twelve-month
period (except the first plan year, during which options for up to
700,000 shares may be granted). The exercise price of the Options is
determined by the Board or the Compensation Committee and must be at
least 100% of the fair market value of the stock (110% in the case of a
10% beneficial owner) on the date of the grant of the Option. All
Options must be granted by June 2, 2005 and must be exercised within six
(6) years of the date the Options are granted (five (5) years for any 10%
beneficial owner). 20% of the Options vest immediately on the grant date
and 20% vest on the anniversary date of the grant over the next four
years. Options that are not exercised within 30 days after such
employment ends are terminated.
2. On June 2, 1995, the Compensation Committee approved the exchange of all
options outstanding under the Company's 1992 Employee Incentive Stock
Option Plan and the Company's 1993 Employee Incentive Stock Option Plan
(the "Prior Options") for new options under the 1995 Plan at the exercise
price of $.875 per share. The exchange was
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effected by the cancellation of all Prior Options and the grant of new
options under the 1995 Plan at the aforesaid exercise price; however,
grantees were given vesting credit for previously vested Prior Options.
3. Includes 74,200 options credited for vested Prior Options.
4. Includes 137,500 non-qualified stock options granted under the 1995 Plan
to James C. Sargent and Panayiotis C. Kontos, non-employee Directors of
the Company, of which 67,500 options were granted to Mr. Sargent in
replacement of a like number of Prior Options. See Note 2 above.
ITEM 6. INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS
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In April 1996 the Company entered into the agreement ("Worrell
Agreement") with Worrell described in Item 1 of the Annual Report on Form 10-
KSB to which this amendment relates. Under the terms of the Worrell
Agreement, Worrell is to provide various services to the Company, including
the services of Mr. Edwin M. Freakley as a Director, Chairman of the Board and
Chief Executive Officer of the Company, to which offices Mr. Freakley was
appointed by the Board of Directors in March 1996. Mr. Freakley, who is also
President and Chief Executive Officer of Worrell, is permitted to continue to
provide services to Worrell during the term of the Worrell Agreement. In
consideration of the services by Worrell, the Company is obligated to pay
Worrell a fee in the amount of $10,000 per month and, in April of each year
while the agreement remains in effect, grant Worrell non-qualified stock
options to purchase 100,000 shares of Common Stock, at exercise prices equal
to the fair market value of the Common Stock on the respective grant dates.
The options are required to be exercised within six years after the respective
grant dates and each annual option vests on the first anniversary of its grant
date. In addition, the Company is also required to reimburse Worrell for all
expenses reasonably incurred. In accordance with the terms of the Worrell
Agreement, on April 4, 1996, the Company granted Worrell options for 100,000
shares of Common Stock at the exercise price of $.875 per share, the fair
market value of the Common Stock on the grant date. These options vest on
April 4, 1997 and expire on April 4, 2002.
On March 10, 1995, the Board of Directors of the Company granted stock
options to certain of the Company's Employees under the Company's 1993
Employee Incentive Stock Option Plan ("1993 Plan"), exercisable at $1.19 per
share, the fair market value of the Common Stock on the date of the grant,
vesting 20% annually and expiring on March 10, 2001. On June 2, 1995, the
Company cancelled all Prior Options granted under the 1993 Plan and all other
outstanding options and, in exchange therefor, issued new options under the
1995 Plan, for which grantees of Prior Options were given credit for
previously vested options. Mr. Larry E. Graybill received grants of 224,000
options under the 1995 Plan, at the exercise price of $.875 per share. Mr.
Elie Sopas was also granted options for 100,000 shares of Common Stock at the
same exercise price. Of Mr. Graybill's 224,000 options, 74,200 were deemed
immediately vested as the result of the vesting credit afforded for Mr.
Graybill's prior options.
On March 10, 1995, the Board of Directors granted non-statutory stock
options to purchase 30,000 shares of the Company's Common Stock to each of
James C. Sargent and Panayiotis C. Kontos. These options had an exercise
price of $1.19, the fair market value of the
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Common Stock on the date of grant, vested 20% annually, and had an expiration
date of March 10, 2001. On June 2, 1995, the Board of Directors and the
optionholders agreed to the cancellation and termination of the above non-
statutory stock options. In exchange therefor, the Board of Directors then
granted to each of Mr. Sargent and Mr. Kontos non-statutory stock options to
purchase 30,000 shares of the Company's Common Stock at an exercise price of
$.875 per share with the same vesting schedule as the old options. On June 2,
1995, the Board of Directors and Mr. Sargent also agreed to the cancellation
and termination of Prior Options for 67,500 shares of Common Stock granted to
Mr. Sargent pursuant to the Company's 1992 and 1993 Employee Incentive Stock
Option Plans. In exchange, the Board of Directors granted to Mr. Sargent non-
statutory stock options to purchase 67,500 shares of Common Stock at the
exercise price of $.875 per share, the fair market value of the Common Stock
on the date of the grant. Such options terminate on June 2, 2001 and vest
according to the following schedule:
<TABLE>
<CAPTION>
# Shares
Date Vested
---- --------
<S> <C>
June 2, 1995 40,500
June 2, 1996 13,500
June 2, 1997 9,000
June 2, 1998 4,500
------
TOTAL: 67,500
======
</TABLE>
ITEM 11. COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
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Based solely upon a review of Forms 3 and 4 and amendments thereto
furnished to the Company under Rule 15a-3(d) promulgated by the Securities and
Exchange Commission under the Securities Exchange Act of 1934 (the "Exchange
Act") during the Company's fiscal year ended March 31, 1996 and Forms 5 and
amendments thereto furnished to the Company with respect to such fiscal year,
set forth below is the identity of each person who, at any time during such
fiscal year, was a director, officer or beneficial owner of more than 10% of
the Common Stock ("Reporting Person") that failed to file on a timely basis,
as disclosed in such Forms, reports required by Section 16(a) of the Exchange
Act during such fiscal year or prior years and, for each such reporting
person, the number of late reports, the number of transactions not reported on
a timely basis, and any known failure to file a required Form 3, Form 4 or
Form 5.
<TABLE>
<CAPTION>
Transactions
Number of Not Timely
Name of Reporting Person Late Reports Reported Failure to File
------------------------ ------------ ------------ ---------------
<S> <C> <C> <C>
Miyako Management Pacific Corp. 1 1 None
John B. Goulandris 1 1 None
Voleon Shipping Corporation 1 1 None
Thrassivoulos Voyazides 1 1 None
</TABLE>
7
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this amendment to be
signed on its behalf by the undersigned, thereunto duly authorized.
AUSTIN'S INTERNATIONAL, INC.
By: /s/ Edwin M. Freakley
---------------------------------
Edwin M. Freakley
Chief Executive Officer
July 24, 1996
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Edwin M. Freakley Chairman, Chief Executive Officer July 24, 1996
- -------------------------- and Director
Edwin M. Freakley
President, Chief Operating Officer, , 1996
- -------------------------- Secretary and Director -------
Elie Sopas
/s/ Larry E. Graybill Senior Vice President, Treasurer July 23, 1996
- -------------------------- (Chief Financial Officer) and Director
Larry E. Graybill
/s/ Panayiotis Kontos Director July 22, 1996
- --------------------------
Panayiotis Kontos
/s/ James C. Sargent Director July 23, 1996
- --------------------------
James C. Sargent
</TABLE>
8
