SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------------------
FORM 10-KSB
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 1998 Commission File Number 0-19503
BENTLEY INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
MISSOURI 0-19503 43-1325291
(State or other (Commission File No.) (IRS Employer ID No.)
jurisdiction of organization)
9719 Conway Road 63124
St. Louis, Missouri (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (314) 569-1659
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to
Section 12(g) of the Act: Common Stock, par value: $.18
(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes X No .
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-B is not contained herein and will not be contained, to the best
of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [ ]
The Registrant's revenues for the 1998 fiscal year were [$_______________](See
NOTE following the Table of Contents).
State the aggregate market value of the voting stock held by non-affiliates of
the Registrant: approximately $890,285 as of January 13, 1999. (Approximately
890,285 shares held by approximately 470 non-affiliates at $1.00 per share).
Indicate the number of shares outstanding of each of the Registrant's classes of
common stock, as of the latest practicable date: As of March 11, 1999, 3,083,285
shares of Common Stock, par value $0.18, were outstanding.
<PAGE>
TABLE OF CONTENTS
ITEM 1. DESCRIPTION OF BUSINESS. ........................................1
ITEM 2. PROPERTIES..........................................................4
ITEM 3. LEGAL PROCEEDINGS...................................................4
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.................6
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS............6
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT...................7
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT......9
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS......................10
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K....................................11
NOTE: This Form 10-KSB includes only the Items listed above. Items 6, 7, 8
and 10, the auditor's consent and the completed cover page will be incluided in
the amended Form 10-KSB, which will be submitted within 15 days. A Form 12b-25
Notification of Late Filing is filed concurrently herewith.
<PAGE>
Note: This report contains certain forward looking statements of the type
described in the "Safe Harbor" provisions of the Private Securities Litigation
Reform Act of 1995 ("PSLR Act of 1995"). The results of management's plans are
beyond the ability of the Company to control. Economic conditions, service
demand, competitive pricing and other factors could cause materially different
results from those planned by management. Additional discussions of certain
forward looking statements can be found at the end of Items 1, 3 and 6.
PART I
ITEM 1. DESCRIPTION OF BUSINESS
Business
Bentley International, Inc. (formerly Megacards, Inc.), a Missouri
corporation ("Bentley," the "Registrant" or the "Company"), through its
operating subsidiary, Residential Mortgage Credit Reporting, Inc. f/k/a Bentley
Information Services, Inc., a Missouri corporation incorporated in 1998
("RMCR"), operates a credit reporting service which provides mortgage lenders
with consolidated credit reports drawn from reports generated by several
single-source credit reporting bureaus. Currently, RMCR has sales
representatives in Arizona, California, Missouri, Illinois and Florida and is
expanding into additional territories, with a plan of expanding nationwide.
RMCR's headquarters is in Phoenix, Arizona. RMCR acquired substantially all of
the assets of a consolidated credit reporting bureau located in Arizona in March
1999. Bentley is in the process of starting a division selling background
reports and pre-employment screening to businesses.
The Company is currently investigating other acquisition opportunities in
specialty marketing and information management and certain other industries. No
opportunities under consideration as of the date of this report have developed
to the stage where any acquisition appears likely. Management is researching
acquisitions of speciality marketing and information management firms, because
management believes that such businesses produce a very high return on equity,
require little debt, generate substantial cash flow and possess significant
growth potential.
Products
RMCR operates a credit reporting service which provides mortgage lenders
with consolidated credit reports drawn from reports generated by several
single-source credit reporting bureaus. The new Bentley division will sell
background reports and pre-employment screening to businesses.
Marketing and Distribution
RMCR markets its products through employee sales representatives who travel
throughout their territories.
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New Services
The consolidated residential mortgage credit reporting business is a new
line of business for Bentley. Management plans to expand this business.
Competition
RMCR faces substantial competition. Little capital is needed to enter the
industry, the needed software is readily available and reports from several
single-source credit reporting bureaus are readily available. Management expects
that the competitive position of RMCR is strong due to its superior marketing
and readily available capital, which management expects will allow the business
to expand.
Sources of Supply
RMCR generates consolidated credit reports from single-source credit
reports. Management believes that RMCR has good relationships with its
suppliers. Violation of agreements with suppliers could, however, even if
inadvertent, result in cancellation of vendor agreements.
Customers
RMCR provides its services to residential mortgage lenders. Six customers
account for forty percent (40%) of the business of RMCR. The division currently
being created to sell background reports and pre-employment screening will have
businesses as customers.
Licenses
RMCR has software licenses from Innovative Software Solutions and
Synergistic Software. The license agreement with Synergistic Software provides
for transaction fees. The Company and its subsidiary have no trademarks,
franchises, labor contracts or royalty agreements. Technology relating to the
consolidated residential mortgage credit reporting business is rapidly changing.
RMCR's investment in software could become obsolete in a very short time.
Government Approvals and Regulations
No government approvals are needed for the operation of the Company's
businesses. The Company's credit reporting business is subject to the Fair
Credit Reporting Act (the "FCRA") and the regulations promulgated thereunder.
The Company believes that neither the FCRA nor any other government regulations
now materially adversely affect the business of Bentley and its subsidiary. It
is possible, however, that law changes, either in the FCRA or other laws, could
require changes in the credit reporting business of the Company that could
materially adversely affect the Company.
Environmental Costs and Compliance
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The businesses of Bentley and its subsidiary do not have any environmental
costs and are not subject to any environmental regulation requirements.
Employees
As of March 11, 1999, the Company employed approximately twenty (20)
persons on a full- time basis. There are no collective bargaining agreements
with employees. The Company believes that its relations with the RMCR employees
are good.
History
RMCR, under its former name, Bentley Information Services, Inc., was formed
on May 27, 1998 to acquire the assets of a Florida credit reporting service.
RMCR merged with a former Bentley subsidiary, an Arizona corporation which was
also called Residential Mortgage Credit Reporting, Inc., on February 10, 1999.
Pursuant to the merger, the Missouri corporation, RMCR, was the surviving
corporation and took the name of the Arizona corporation. The Arizona
corporation had been acquired by Bentley on November 12, 1998. On July 30, 1998,
the Company sold its Windsor Art, Inc. subsidiary, a Missouri corporation
("Windsor"), which was incorporated in 1993 and which operated a framed art and
mirror business. This business began in November, 1993, when Windsor purchased
certain assets of Windsor Art Products, Inc., a Delaware corporation, which was
then subject to a bankruptcy proceeding. In a business combination in July, 1995
the Company, which was incorporated in 1983 with the name Megacards, Inc.,
acquired Windsor in a reverse acquisition. The other businesses of the Company
have been discontinued. The other businesses consisted of a sports picture card
business, which had been in business since 1984 and operated under the name
"Megacards," and the framed art and mirror business of Janco Designs, Inc., a
Missouri corporation which was incorporated in 1990 ("Janco"), which also was
acquired in the reverse acquisition. Janco was administratively dissolved in
1997. The sports picture card business was liquidated in 1996 and the remaining
assets contributed to a joint venture, Legends, L.P., a New York limited
partnership organized in 1996 ("Legends"), with Quality Baseball Cards,
Inc.("Quality"). The Company is a limited partner in Legends, and owns 30% of
the limited partnership. Janco was the subject of an involuntary bankruptcy
petition brought in January, 1997 by three creditors. All claims of the
bankruptcy trustee against the Company and Windsor were settled with the
bankruptcy trustee in January, 1998 and a final judgment approving the
settlement was entered on February 27, 1998. The Company's business now consists
of the RMCR credit reporting business, the developing division selling
background reports and pre-employment screening to businesses and the 30%
limited partnership interest in Legends.
Forward Looking Statements
Certain of the foregoing statements in this Item 1 make references to
plans, beliefs and expectations of management, including, without limitation,
that expansion nationwide of the credit reporting business is planned and that
acquisitions of other information services, specialty marketing and possibly
certain other businesses are planned. These statements are forward looking
statements of the type governed by the PSLR Act of 1995. There can be no
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assurance that results will be what management plans, believes or expects.
General economic conditions, demand for credit reporting services, ability to
acquire businesses on acceptable terms and industry specific competitive
conditions, which include the small amount of capital needed to enter the
consolidated credit reporting industry and the availability of needed software
and one source credit reports, could produce results materially different from
those expected by management.
ITEM 2. PROPERTIES
The Company's subsidiary RMCR leases an office in Phoenix, Arizona for its
headquarters. This lease expires in December, 2001.
ITEM 3. LEGAL PROCEEDINGS
On September 29, 1998, Bentley was sued by three shareholders. One of the
shareholders was an officer of Janco Designs, Inc., the subsidiary of the
Company which was the subject of an involuntary bankruptcy proceeding and has
now been dissolved. The other two shareholders are former officers and directors
of the Company who acted as such when the Company's sole business consisted of
the sports picture card business known as Megacards. That business segment was
discontinued in 1996.
Leo M. Rodgers, III, a shareholder of the Company, filed a lawsuit against
the Company on September 29, 1998 in the Circuit Court of St. Louis County,
Missouri, asking for a judgement in his favor against the Company in the amount
of the "fair value" as of July 1, 1998, of 30,420 shares allegedly owned
individually by Mr. Rodgers and 423,500 shares allegedly held in the name of
Lloyd R. Abrams, Trustee under a Voting Trust Agreement dated July 17, 1995 (the
"Voting Trust"), of which Mr. Rodgers alleges he is the beneficial owner. Mr.
Rodgers alleges that he is entitled to such a judgement pursuant to Mo. Rev.
Stat. Section 351.405 in connection with the sale of the Company's subsidiary,
Windsor Art, Inc. ("Windsor"), which represented substantially all of the assets
of the Company. The sale of Windsor was approved at the annual meeting of the
Company's shareholders on July 2, 1998. Section 351.405 requires a company to
purchase the shares of any shareholder who, at or prior to the meeting at which
the sale of substantially all of the assets of the company was approved, filed
with the company written objection to the sale, did not vote in favor of the
sale and subsequently made a timely demand for purchase of such shares by the
company. Management of the Company believes that the Company is not required to
purchase the 423,500 shares allegedly held in the Voting Trust because such
shares were voted in favor of the sale. The Company will defend vigorously the
Company's position in court.
Two other shareholders, Andrew Wolfson and Stephan Juskewycz, also filed
suit against Bentley on September 29, 1998 in the Circuit Court of St. Louis
County, Missouri, to require the Company to purchase their shares for the "fair
value" of the shares in connection with the sale of Windsor under Section
351.405, alleging that they own 98,115 and 86,335 shares, respectively. The
Company believes that the respective claims of the two shareholders are separate
and distinct. The notice required by Sectiion 351.405 objecting to the sale with
respect to Mr. Wolfson's alleged 98,115 shares was not received until after the
meeting at which the vote on the sale of Windsor was held.
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Therefore, management believes that the Company is not required to repurchase
Mr. Wolfson's shares and will defend vigorously the Company's position in court.
As part of the same suit, Messrs. Wolfson and Juskewycz also brought a
shareholders' derivative suit against the three directors of the Company, Mr.
Abrams, Ramakant Agarwal and Janet L. Salk. The plaintiffs claim that the
Directors breached their fiduciary obligations to the shareholders, including
the plaintiffs, by causing the Company to repay notes of Janco Designs, Inc., a
subsidiary of the Company, in the amount of $450,000 to certain trusts of which
Mr. Abrams, Richard B. Rothman and Patricia Rothman are trustees. The plaintiffs
also claim that the trusts were unjustly enriched by the repayment of the notes
and that it would be inequitable for the trusts to retain the $450,000 repaid to
them. The derivative suit demands that the $450,000 be returned to the Company.
Management of the Company believes that the notes were properly repaid because
they were secured by Windsor's assets and guaranteed by Windsor and the Company.
The Company will defend vigorously the Company's position in court.
Messrs. Wolfson and Juskewycz's suit also alleges a derivative claim that Mr.
Abrams breached a fiduciary duty to the shareholders in connection with the sale
of the Company's wholly owned subsidiary, Windsor, to Interiors, Inc.
("Interiors") by entering into a consulting agreement with Windsor and
Interiors. The derivative suit demands that the payments made under the
consulting agreement be paid over to the Company. The consulting agreement is
described in detail in the Company's Form 8-K dated July 30, 1998 which is
hereby incorporated by reference. Management believes that the consideration Mr.
Abrams is entitled to receive pursuant to the terms of the consulting agreement
is appropriate in exchange for the services which Mr. Abrams has agreed to
provide to both Windsor and Interiors and for the covenants regarding
noncompetition and other matters made by Mr. Abrams in the agreement. The
Company will defend vigorously the Company's position in court.
Messrs. Wolfson and Juskewycz's amended their suit on January 21, 1999. As
amended, the suit further alleges that salary and benefits paid to Mr. Abrams
from the Company was $265,000 in 1996 and $284,423 in 1997, that in addition to
these amounts Mr. Abrams also received over $50,000 per year in additional
benefits from the Company, and that this compensation was excessive. The suit
demands that such salary and benefits be repaid to Bentley. Management believes
that the consideration Mr. Abrams received in 1996 and 1997 was a reasonable
payment in exchange for the services which Mr. Abrams provided to the Company as
President and Chief Executive Officer. The Company will defend vigorously the
Company's position in court.
The Wolfson and Juskewycz amended suit further alleges that bonuses in the
amount of $1,000,000 were paid or will be paid improperly in connection with the
sale of Windsor to Windsor employees and directors by the Company and demands
that these moneys be repaid to the Company. Management notes that the sole
director of Windsor, Lloyd R. Abrams, was not paid any bonus as a result of the
sale of Windsor. Management believes that any and all bonuses paid in connection
with the sale of Windsor were paid properly for past services and for the future
benefit of the Company. The Company will defend vigorously the Company's
position in court.
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Finally, the amended suit of Messrs. Wolfson and Juskewycz alleges that the
conduct of the directors and control persons of Bentley in managing the Company
supports a claim for judicial dissolution of the Company pursuant to Mo. Rev.
Stat. Section 351.494, which provides in paragraph (b) that a company may be
dissolved if its directors have acted, are acting, or will act in a manner that
is illegal, oppressive, or fraudulent. Messrs. Wolfson and Juskewycz allege that
the conduct of the directors and control persons of the Company satisfies this
test, due to the actions alleged in the previously described counts of the
lawsuit, and a claim that professional fees, alleged to be $150,000, paid by
Bentley in connection with the Windsor transactions were excessive, and demand
that the Company be judicially liquidated and dissolved, with Bentley's assets
converted to cash and distributed to the shareholders on a pro rata basis after
adjustment for the claims previously alleged, and that a receiver be appointed
for the Company. Management believes that this claim is totally unsupported by
the facts, as discussed in relation to the other claims in the lawsuit that are
discussed in the preceding paragraphs, and believes that any professional
service payments made in connection with the Windsor transactions were
reasonable given the services provided. The Company will defend vigorously the
Company's position in court.
Currently, the Company is not a party to any other legal proceedings, other
than routine proceedings in the ordinary course of business. The ordinary course
proceedings are not anticipated to have a material adverse effect on the
Company's results of operation or financial condition.
Forward Looking Statements
The beliefs and expectations of management described in this Item 3 with
regard to the shareholder litigation are forward looking statements of the type
described in the PSLR Act of 1995. The ultimate resolutions of the lawsuits are
not within Bentley's control. The court's decision with regard to the validity
of the claims made by the three shareholders and the valuation of their claims
could cause materially different results from those believed likely by
management.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted during the fourth quarter of the year ended
December 31, 1998 to a vote of the Company's shareholders, through the
solicitation of proxies or otherwise.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
In July, 1996, the Company's name was changed to Bentley International,
Inc. from Megacards, Inc. and the Company's common stock symbol was changed to
"BNTL" from "MEGX". The Company's Common Stock is traded on the OTC Bulletin
Board. As of January 13, 1999, the number of shareholders of Common Stock was
approximately 470. Set forth below are the high and low transaction prices as
reported by the OTC Bulletin Board. Such prices reflect inter-dealer prices,
without retail mark-up, mark-down or commission and may not represent actual
transactions.
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<TABLE>
YEAR ENDED DECEMBER 31,
1998 1997
HIGH(1) LOW(1) HIGH(1) LOW(1)
<S> <C> <C> <C> <C>
First Quarter....... $2.38 $0.88 $0.50 $0.16
Second Quarter...... 2.13 1.25 0.50 0.16
Third Quarter....... 1.56 0.75 0.75 0.25
Fourth Quarter...... 1.25 0.75 1.25 0.70
- - ------------------
<FN>
(1)Share prices have been adjusted to reflect a four-for-one stock dividend
payable October 22, 1997 to shareholders of record on September 24, 1997.
</FN>
</TABLE>
There are no restrictions on dividends in the Company's corporate authority
documents or any loan or other contractual agreements.
PART III
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
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The name, age, principal occupation or position and other directorships held
by the directors and executive officers of the Company are set forth below. All
of the directors and officers are elected for one year terms.
Lloyd R. Abrams, 45, has served as President, Chief Executive Officer and
Director of the Company since July 1995 and as Assistant Secretary since
September 1997. From November, 1993 until July, 1998 he served as sole Director
of Windsor, from November 1993 until September, 1997, he served as President of
Windsor, and from August 1997 to July 1998 as Assistant Secretary. For more than
one year prior to joining Windsor, he was President of Abrams, Rothman &
Company, a real estate development firm. Mr. Abrams has a Bachelors of Science
in Civil Engineering, a Masters of Business Administration and a Juris
Doctorate.
Janet L. Salk, 41, has served as a Director of the Company since July 1995.
Ms. Salk principally has engaged in family, civic and charitable activities for
more than the past five years. Ms. Salk is the spouse of Lloyd R. Abrams. Ms.
Salk has Bachelor of Arts, Masters in Social Work and Masters in Counseling
degrees.
Ramakant Agarwal, 43, was appointed to the Board of the Company on January
15, 1998, and has served as Chief Financial Officer and Vice President of the
Company since January 1997, and Secretary since September 1997. He has served as
Chief Financial Officer and Vice President of Windsor since January 1997, and
Secretary since August 1997. From April 1996 to July 1996, Mr. Agarwal served as
a consultant to Retix, Inc., an Internet hardware, software and
telecommunications company. From January 1993 to February 1996, Mr. Agarwal
served as Vice President of Finance and Corporate Planning for Sun West Mortgage
Company, Inc., a non- supervised mortgage company. Mr. Agarwal is a CPA.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors, executive officers and persons who own more than ten percent of the
Company's outstanding stock ("Reporting Persons") to file reports of ownership
and changes in ownership with the Securities and Exchange Commission. During
1998, to the best of the Company's knowledge, all Section 16(a) filing
requirements applicable to Reporting Persons were complied with.
[Remainder of page intentionally left blank.]
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ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth the beneficial ownership of shares of the
Company's Common Stock as of January 13, 1999 held by: (i) each person who is
known to the Company to beneficially own more than 5% of the outstanding shares
of the Company's Common Stock; (ii) each person who is a Director or named
Executive Officer; and (iii) all the Company's Directors and officers as a
group. Unless otherwise indicated, all shares are held with sole voting and
investment power.
<TABLE>
NAME AND ADDRESS SHARES OWNED(1) PERCENT OF CLASS(1)
<S> <C> <C>
Group comprised of Lloyd R. Abrams, Richard
B.Rothman and Leo M. Rogers (the "Voting
Trust Group")
9719 Conway Road
St. Louis, Missouri 63124........ 2,117,500 (2) 68.68%
Lloyd R. Abrams as Voting Trustee of the
Voting Trust, dated July 17, 1995
9719 Conway Road
St. Louis, Missouri 63124........ 2,117,500 (2)(3) 68.68
Lloyd R. Abrams
9719 Conway Road
St. Louis, Missouri 63124........ 1,321,000 (2)(3) 42.84
Richard B. Rothman
7700 Bonhomme, 7th Floor
St. Louis, Missouri 63105........ 423,500 (4) 13.74
Leo M. Rodgers
7167 Westmoreland Drive
St. Louis, Missouri 63130........ 448,915 (4)(5) 14.56
Janet L. Salk
9719 Conway Road
St. Louis, Missouri 63124........ -- --
Ramakant Agarwal
4444 Ayers Avenue
Vernon, California 90023......... 28,000 (6) 0.81
All Directors and executive officers
as a group 2,193,000 71.13%
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<FN>
(1)Each beneficial owner's percentage ownership is based upon 3,083,285 shares
of the Company's Common Stock issued and outstanding as of March 11, 1999.
(2)In a Statement on Schedule 13D (the "Schedule 13D") filed with the Securities
and Exchange Commission (the "SEC") by the Voting Trust Group and its
members, the Voting Trust Group has reported that 2,117,500 shares of the
Company's Common Stock were issued to the Voting Trustee under the Voting
Trust Agreement. Under the Voting Trust Agreement, Mr. Abrams retains
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voting power over shares of the Company's Common Stock deposited therein.
(3)In a Form 4 dated January 11, 1999, Mr. Abrams reported that he acquired
40,000 shares of Company Common Stock and a warrant for 300,000 shares of
Company Common Stock with an exercise price of $10 per share and which is
presently exercisable. In a Form 5 dated January 27, 1997, Mr. Abrams
reported that certain shares of the Company's Common Stock attributed to him
are beneficially owned by him as trustee of each of The Abrams Family Trust,
The Stacey, Kevin and Meredith Trust dated 12/1/91 and The Janet L. Salk
Children's Trust in the amounts of 847,000 shares, 222,250 shares and 211,750
shares, respectively. Mr. Abrams has sole investment power over all such
shares of the Company's Common Stock.
(4)In the Schedule 13D, Mr. Rothman and Mr. Rodgers reported that 423,500 shares
each of the Company's Common Stock issued pursuant to the Agreement that
are attributable to Mr. Rothman and Mr. Rodgers were issued in the name of
the Voting Trustee. Under the Voting Trust Agreement, the Voting Trustee
retains voting power of shares of the Company's Common Stock deposited
therein. Mr. Rothman and Mr. Rodgers retain investment power with regard to
the number of shares of the Company's Common Stock attributed to each of
them.
(5)In a Form 5 dated February 14, 1997, Mr. Rodgers reported that he
beneficially owns 448,915 shares of the Company's Common Stock.
(6)Mr. Agarwal also has an option for 28,000 shares of the Company's Common
Stock which is presently exercisable.
</FN>
</TABLE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The Company's executive compensation program is administered under the
direction of the Board of Directors. Mr. Abrams and Mr. Agarwal are members of
the Board of Directors and serve as executive officers of the Company.
Janco borrowed money from certain trusts of which Mr. Abrams, Richard B.
Rothman and his spouse, Patricia Rothman are trustees. The borrowings were
guaranteed by Bentley and Windsor. As of March 13, 1998, the Company repaid all
such borrowings in the aggregate amount of $450,000.
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PART IV
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
EX. NO. DESCRIPTION
2.1 Stock Purchase Agreement between Bentley International, Inc. and Interiors,
Inc. dated July 7, 1998, incorporated herein by this reference from
Exhibit 10.1 to Form 8-K of the Registrant dated effective July 30, 1998.
2.2 Securities Purchase and Registration Rights Agreement between Bentley
International, Inc. and Interiors, Inc. dated July 30, 1998, incorporated
herein by this reference from Exhibit 10.2 to Form 8-K of the
Registrant dated effective July 30, 1998.
2.3 Repurchase Agreement and Mutual General Release between the Registrant,
Interiors, Inc., Windsor Art, Inc., Lloyd R. Abrams and Max Munn dated
December 1, 1998 is incorporated herein by this reference from Exhibit 2
to Form 8-K of the Registrant dated effective December 1, 1998.
3.1 Restated Articles of Incorporation of Registrant filed as Exhibit No. 3.1
to Registrant's Registration Statement on Form S-18 (Reg. No. 33-42393C)
are incorporated herein by this reference.
3.2 Amended and Restated By-laws of Registrant as currently in effect filed as
Exhibit No. 3 to Registrant's Form 10-QSB dated March 31, 1998 is
incorporated herein by this reference.
3.3 Amendment to Restated Articles of Incorporation filed as Exhibit 3.3 to
Registrant's Form 10-K for the year ended December 31, 1995 is
incorporated herein by this reference.
9.1 Voting Trust Agreement, dated July 17, 1995, by and among Lloyd Abrams, as
Voting Trustee, Richard B. Rothman, Lloyd R. Abrams as Trustee of each of
the Abrams Family Trust, The Stacey Kevin and Meredith Trust dated 12/1/91
and The Janet L. Salk Children's Trust filed as Exhibit 9.1 to
Registrant's Form 10-K for the year ended December 31, 1995 is
incorporated herein by this reference.
10.1 Megacards Stock Option Plan filed as Exhibit No. 10 to Registrant's Form
10-K for the year ended December 31, 1991 is incorporated herein by this
reference.
10.2 Agreement to Form Joint Venture Dated September 13, 1996, by and among
Excell Recycling, Inc.; Quality Baseball Cards, Inc. and Bentley
International, Inc. filed as
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Exhibit 2.1 to the Registrant's Current Report on Form 8-K dated September
27, 1996 is incorporated by this reference.
10.3 Limited Partnership Agreement Legends, LP dated September 12, 1996, by and
among Excell Recycling, Inc.; Quality Baseball Cards, Inc. and Bentley
International, Inc. filed as Exhibit 2.2 to the Registrant's Current
Report on Form 8-K dated September 27, 1996 is incorporated by this
reference.
10.4 Eighth Amendment to Revolving Credit Loan Agreement, dated as of April 1,
1997, by and between Registrant and Mark Twain Bank filed as Exhibit 10.34
to the Registrant's Annual Report on Form 10-KSB for the year ended
December 31, 1996 is incorporated by this reference.
10.5 Tenth Amendment to Revolving Credit Loan Agreement, dated as of September
13, 1997, by and between Registrant and Mark Twain Bank filed as Exhibit
10.35 to the Registrant's Annual Report on Form 10-KSB for the year ended
December 31, 1996 is incorporated by this reference.
10.6 Megacards, Inc. 1995 Stock Option Plan filed as Exhibit 10.37 to the
Registrant's Form 10-KSB for 1997 is incorporated herein by this
reference.
10.7 Annexes A-1 through P below are contracts or addenda to contracts dated
July 30, 1998, to the Stock Purchase Agreement between Bentley
International, Inc. and Interiors, Inc., which were listed on the Form 8-K
of Bentley dated effective July 30, 1998, and are incorporated by
reference from Exhibits 10.1 through 10.11 of the Form 10-QSB of
Bentley International, Inc. dated June 30, 1998. Certificates of Authority
from officers of Bentley and Interiors which were also addenda to the
Stock Purchase Agreement are omitted. Annexes A-1 through P listed below
are contracts between Bentley International, Inc. and Interiors, Inc.
except where noted:
Annex A-1 $2,000,000 Promissory Note
Annex A-2 $3,300,000 Promissory Note
Annex B Escrow Agreement between U.S. Bank Trust, Bentley
International, Inc. and Interiors, Inc.
Annex F Non-Competition Agreement between Windsor Art, Inc. and Lloyd
R. Abrams
Annex I Consulting Agreement between Windsor Art, Inc., Interiors,
Inc. and Lloyd R. Abrams
Annex J Pledge Agreement
Annex K Continuing Guaranty between Max and Laurie Munn and
Bentley International, Inc.
Annex M Subordination Language
Annex N Windsor Voting Trust Agreement between Lloyd R. Abrams and
Max Munn as Voting Trustees, Interiors, Inc. and Bentley
International, Inc.
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Annex O Bentley Voting Trust Agreement between Lloyd R. Abrams as
Voting Trustee, Interiors, Inc.and Bentley International, Inc.
Annex P Interiors Voting Trust Agreement between Max Munn as
Voting Trustee, Interiors, Inc.and Bentley International, Inc.
10.8 Bonus Agreement between the Registrant and Pauline Raschella dated October
26, 1998 attached to Form 10-QSB of the Registrant dated September 30,
1998 as Exhibit 10.12 is incorporated herein by this reference.
10.9 Summary of unwritten bonus agreement between the Registrant and Ramakant
Agarwal attached to Form 10-QSB of the Registrant dated September 30, 1998
as Exhibit 10.13 is incorporated herein by this reference.
10.10 Stock Purchase Agreement between Sandra L. James and the Registrant dated
November 12, 1998 attached hereto is incorporated by this reference.
10.11 Escrow Agreement between Sandra L. James and the Registrant dated November
12, 1998 attached hereto is incorporated by this reference.
13.1 Portions of Form 10-QSB of the Registrant dated June 30, 1998 referenced in
the text are incorporated herein by this reference.
13.2 Portions of Form 10-QSB of the Registrant dated September 30, 1998
referenced in the text are incorporated herein by this reference.
21.1 A list of the subsidiary of the Registrant is filed herewith.
(b) Reports on Form 8-K.
On December 16, 1998, the Registrant filed a Current Report on Form 8-K dated
December 1, 1998 reporting entry into a repurchase agreement and mutual general
release with Windsor, Lloyd R. Abrams, Max Munn and Interiors which is
incorporated herein by this reference. In addition, on August 14, 1998, the
Registrant filed a Current Report on Form 8-K dated July 30, 1998 reporting the
sale of the Registrant's former Windsor Art, Inc. subsidiary to Interiors, Inc.
which is incorporated herein by this reference.
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SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
BENTLEY INTERNATIONAL INC.
(Registrant)
By /S/ LLOYD R. ABRAMS
Lloyd R. Abrams, President and
Chief Executive Officer
Date: March 31, 1999
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report 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
/S/ LLOYD R. ABRAMS Director and Chief March 31, 1999
Lloyd R. Abrams Executive Officer
/S/ RAMAKANT AGARWAL Director and Chief March 31, 1999
Ramakant Agarwal Financial Officer
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EXHIBIT 21.1
The subsidiary of the Registrant is:
1. Residential Mortgage Credit Reporting, Inc., a Missouri corporation,
doing business under the Arizona trade names "RMCR Services" and
"RMCR."
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