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FORM 10-KSB/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 for the transition period from _______ to _______
Commission file number 0-4410
TELECOMM INDUSTRIES CORP.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 34-1765902
(State of Incorporation) (I.R.S. Employer Identification No.)
9310 Progress Parkway, Mentor Ohio 44060
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (216) 953-1400
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.01
par value
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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
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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 definite proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. ____
State registrant's revenues for its most recent fiscal year:
$10,580,785.
State the aggregate market value of the voting stock held by
non-affiliates of the registrant. The aggregate market value shall be computed
by reference to the price at which the stock was sold, or the average bid and
asked prices of such stock, as of a specified date within 60 days prior to the
date of filing.
Common Stock, $0.01 par value: $4,128,772 (as of August 29, 1997)
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Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.
Common Stock, $0.01 par value: 11,771,559 (as of August 29, 1997)
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Transitional Small Business Disclosure Format (check one): Yes ;No X.
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TELECOMM INDUSTRIES CORP.
INDEX
Item 10. Executive Compensation........................................1
Item 11. Security Ownership............................................2
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ITEM 10. EXECUTIVE COMPENSATION.
Item 10 of the Form 10-KSB filed on June 24, 1997 is hereby
amended and replaced in its entirety as follows:
The following table sets forth the aggregate annual remuneration
of Michael J. Toth, Chairman, James M. Lowery, President of the Corporation's
Data Division, Rita Koridek, Vice President, and Paul Stoyanoff, Vice President
(collectively, the "Named Officers"), for the Corporation's fiscal year ended
December 31, 1996. No other officer of the Corporation earned or received
remuneration in excess of $100,000 in 1996.
<TABLE>
<CAPTION>
CAPACITIES IN WHICH
NAME OF INDIVIDUAL REMUNERATION WAS RECEIVED SALARY BONUS (1)
- ------------------ ------------------------- ---------- ---------
<S> <C> <C> <C>
Michael J. Toth Chairman(2) $66,000 $ 16,126
James M. Lowery President of the Corporation's $66,000 $ 88,064(3)
Data Division(2)
Rita Koridek Vice President $66,000 $148,567(4)
Paul Stoyanoff Vice President $38,000 $209,898(5)
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<FN>
(1) Bonuses earned in 1996 were paid in 1997 (except where otherwise
indicated).
(2) Subsequent to year end 1996, Mr. Lowery became Chairman of the
Corporation.
(3) Represents an earn-out payment paid to Mr. Lowery under the terms of
the agreement pursuant to which the Company acquired Seraphim.
(4) Includes: (1) $88,064 which represents an earn-out payment paid to Ms.
Koridek under the terms of the agreement pursuant to which the Company
acquired Seraphim; (2) $44,845 in bonus; and (3) $15,658 in commissions
which were accrued and paid in 1996.
(5) Includes $30,306 in commissions which were accrued and paid in 1996.
</TABLE>
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ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Item 11 of the Form 10-KSB filed on June 24, 1997 is hereby
amended and replaced in its entirety as follows:
The following table sets forth certain information as of August
29, 1997 regarding ownership of Common Stock by each person known to the
Corporation to beneficially own more than 5% of the Corporation's Common Stock,
each director and executive officer of the Corporation, and directors and
executive officers as a group.
<TABLE>
<CAPTION>
NAME AND ADDRESS(1) OF BENEFICIAL OWNER AMOUNT OWNED PERCENT OF CLASS
- --------------------------------------- ------------ ----------------
<S> <C> <C>
Paul Satterthwaite 1,000,000 8.5%
Jon Satterthwaite 1,000,000 8.5%
James M. Lowery 190,000 1.6%
Frank Campanale 147,501 1.3%
Deborah J. Heaton 352,500(2) 3.0%
Rita Koridek 190,000 1.6%
Peter Olk 378,400 3.2%
Raymond W. Sheets, Jr. 2,061,000 17.5%
9345A Ravenna Road, Suite C9
Twinsburg, Ohio 44087
Steven W. Smith 2,016,000 17.5%
9345A Ravenna Road, Suite C9
Twinsburg, Ohio 44087
Michael J. Toth 532,500(2) 4.5%
All executive officers and directors as a 7,912,901(3) 67.2%
group
<FN>
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(1) Address is the business address of the Corporation unless otherwise indicated.
(2) Includes 72,500 shares subject to stock options that are presently exercisable.
(3) Includes 145,000 shares subject to stock options that are presently exercisable
by Mr. Toth and Ms. Heaton.
</TABLE>
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SIGNATURES
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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.
TELECOMM INDUSTRIES CORP.
By: /s/ James M. Lowery
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James M. Lowery, Chairman
And: /s/ Frank Campanale
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Frank Campanale, Treasurer and
Chief Financial and Accounting Officer
Date: September 17, 1997
In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Rita Koridek Director and September 16, 1997
- ------------------------------------------- Vice President
Rita Koridek
/s/ James M. Lowery Director and September 16, 1997
- ------------------------------------------- Chairman
James M. Lowery
/s/ Peter Olk Director and September 16, 1997
- ------------------------------------------- Secretary
Peter Olk
/s/ Paul Stoyanoff Director September 16, 1997
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Paul Stoyanoff
/s/ Frank Campanale Treasurer and Chief Financial September 16, 1997
- ------------------------------------------- and Accounting Officer
Frank Campanale
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