SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
AMENDMENT NO.1
to
X Annual Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended: December 31, 1997 Transition report under Section 14
of 15(d) of the Securities Exchange Act of 1934 For the transition period from
to_____
Commission file number: 1-10932
INDIVIDUAL INVESTOR GROUP, INC.
(Name of Small Business Issuer in its Charter)
Delaware 13-3487784
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No)
1633 Broadway, 38th Floor, New York, NY 10019
(Address of Principal Executive Offices) (Zip Code)
Issuer's Telephone Number, Including Area Code: (212) 843-2777
Securities registered under Section 12(b) of the Exchange Act: NONE
Securities registered under Section 12(g) of the Exchange Act: COMMON STOCK
<PAGE>
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit Description Method of Filing
No.
3.1 Amended and Restated Incorporated by reference
Certificate of to Exhibit 3.1 to the
Incorporation of Registrant Registrant's Registration
Statement on Form S-18
(File No. 33-43551-NY) (the
"Form S-18")
3.2 Bylaws of Registrant Incorporated by reference
to Exhibit 3.2 to the Form
S-18
4.1 Specimen Certificate for Incorporated by reference
Common Stock of Registrant to Exhibit 4.1 to the Form
S-18
10.1 Indemnification Agreement, Incorporated by reference
dated August 19, 1991, to Exhibit 10.1 to the Form
between Registrant and Scot S-18
A. Rosenblum
10.2 Indemnification Agreement, Incorporated by reference
dated August 19, 1991, to Exhibit 10.2 to the Form
between Registrant and S-18
Bruce L. Sokoloff
10.3 Indemnification Agreement, Incorporated by reference
dated August 19, 1991, to Exhibit 10.3 to the Form
between Registrant and S-18
Jonathan L. Steinberg
10.4 Indemnification Agreement, Incorporated by reference
dated August 19, 1991, to Exhibit 10.4 to the Form
between Registrant and S-18
Jonathan M. Tisch
10.5 Form of 1991 Stock Option Incorporated by reference
Plan of Registrant to Exhibit 10.13 to the
Form S-18
10.6 Stock Purchase Agreement, Incorporated by reference
dated August 7, 1991, among to Exhibit 10.29 to the
Registrant, Jonathan M. Form S-18
Tisch, and Jonathan L.
Steinberg
10.7 Units Purchase Agreement Incorporated by reference
between Registrant and to Exhibit 10.32 to the
Reliance Insurance Company Form S-18
10.8 Trademark License Agreement Incorporated by reference
dated June 19, 1992 between to Exhibit 10.25 to the
Registrant and the American Form 10-KSB for the year
Association of Individual ended December 31, 1992
Investors, Inc. ("1992 Form 10-KSB")
2
<PAGE>
10.9 Office Lease, Dated January Incorporated by reference
10, 1994, between 333 7th to Exhibit 10.22 to the
Ave. Realty Co. and the Form 10-KSB for the year
Registrant ended December 31, 1993
("1993 Form 10-KSB")
10.10 Stock purchase agreement, Incorporated by reference
dated December 1, 1993, to Exhibit 10.23 to the
between Bernard Schwartz 1993 Form 10-KSB
and the Registrant
10.11 Consulting agreement, dated Incorporated by reference
September 24, 1993, with to Exhibit 10.26 to the
form of Stock Option 1993 Form 10-KSB
Agreement
10.12 Stock Option Agreement, Incorporated by reference
dated April 7, 1994, to Exhibit 10.27 to the
between Registrant and Form 10-QSB for the quarter
Jonathan L. Steinberg ended June 30, 1994 ("1994
Form 10-QSB")
10.13 Employment Agreement, dated Incorporated by reference
July 27, 1994, between to Exhibit 10.28 to the
Registrant and Robert H. 1994 Form 10-QSB
Schmidt
10.14 Indemnification Agreement, Incorporated by reference
dated July 27, 1994, to Exhibit 10.30 to the
between Registrant and 1994 Form 10-QSB
Robert H. Schmidt
10.15 Consulting Agreement, dated Incorporated by reference
February 3, 1995, with form to Exhibit 10.32 to the
of stock option agreement 1994 Form 10-KSB
10.16 Stock Option Agreement, Incorporated by reference
dated June 21, 1995, to Exhibit 10.33 to the
between Registrant and 1994 Form 10-KSB
Bruce
Sokoloff
10.17 Form of Partnership Incorporated by reference
Agreement for WisdomTree to Exhibit 10.37 to the
Associates, L.P. 1994 Form 10-KSB
10.18 WisdomTree Capital Incorporated by reference
Advisors, LLC Agreement to Exhibit 10.38 to the
dated November 1, 1995 1994 Form 10-KSB
3
<PAGE>
10.19 Agreement between Incorporated by reference
WisdomTree Offshore L.T.D, to Exhibit 10.39 to the
and WisdomTree Capital 1994 Form 10-KSB
Management, Inc. and
WisdomTree Capital
Advisors, LLC dated
December 1, 1995
10.20 Office sublease, dated Incorporated by reference
December 8, 1995, between to Exhibit 10.41 to the
Porter Novelli, Inc. and 1995 Form 10-KSB
the Registrant
Office sublease, dated Incorporated by reference
10.21 January 1996 to Exhibit 10.42 to the
between VCH Publishers, 1995 Form 10-KSB
Inc. and the
Registrant
10.22 Form of 1996 Performance Incorporated by reference
Equity Plan to Exhibit 10.43 to the
1995 Form 10-KSB
10.23 Form of 1996 Management Incorporated by reference
Incentive Plan to Exhibit 4.10 to the
Registrant's Registration
Statement on Form S-8 (File
No. 333-17697)
10.24 Form of 1993 Stock Option Incorporated by reference
Plan of Registrant to Exhibit
4.2 to the Registrant's
Registration Statement on
Form S-8 (File No. 33
72266)
10.25 Stock Purchase Agreement, Incorporated by reference
dated May 1, 1997, for to Exhibit
164,339 shares of the 10.1 to the Form 10-QSB for
Company's Common Stock the quarter ended June 30,
1997
10.26 Stock Purchase Agreement, Incorporated by reference
dated May 1, 1997, for to Exhibit
164,339 shares of the 10.2 to the Form 10-QSB for
Company's Common Stock the quarter ended June 30,
1997
10.27 Stock Purchase Agreement, Incorporated by reference
dated June 30, 1997 between to Exhibit
Registrant and Wise 10.3 to the Form 10-QSB for
Partners L.P the quarter ended June 30,
1997
10.28 Form of Stock Option Incorporated by reference
agreement, dated May 9, to Exhibit
1997 between Registrant and 10.4 to the Form 10-QSB for
each of Jonathan Steinberg, the quarter ended June 30,
Robert Schmidt, Scot 1997
Rosenblum, and Michael
Kaplan
4
<PAGE>
10.29 Stock Purchase Agreement, Incorporated by reference
dated December 31, 1997 to Exhibit 10.6 of the
between Registrant and Wise Schedule 13D filed on
Partners L.P. behalf of Jonathan L.
Steinberg on January 13,
1998
*11 Computation of Loss Per
Share
*21.1 Subsidiaries of the
Registrant
*23.1 Consent of Independent
Auditors-Deloitte & Touche
LLP
*23.2 Consent of Independent
Auditors-Ernst & Young LLP
**27 Financial Data Schedule
* Filed previously
**Filed herewith
5
<PAGE>
In accordance with Section 13 or 15(d) of the Exchange Act of 1934,
the Registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
INDIVIDUAL INVESTOR GROUP, INC
Date: April 1, 1998 /s/ Scot A. Rosenblum
Scot A. Rosenblum
Chief Financial Officer
Executive Vice President
and Director
6
<PAGE>
[ARTICLE] 5
<TABLE>
<S> <C>
[PERIOD-TYPE] 12-MOS
[FISCAL-YEAR-END] 12-31-1997
[PERIOD-END] 12-31-1997
[CASH] 3,533,622
[SECURITIES] 0
[RECEIVABLES] 3,526,992
[ALLOWANCES] (533,693)
[INVENTORY] 0
[CURRENT-ASSETS] 6,751,722
[PP&E] 1,211,677
[DEPRECIATION] (655,607)
[TOTAL-ASSETS] 12,156,967
[CURRENT-LIABILITIES] 3,240,739
[BONDS] 0
[PREFERRED-MANDATORY] 0
[PREFERRED] 0
[COMMON] 71,461
[OTHER-SE] 6,183,638
[TOTAL-LIABILITY-AND-EQUITY] 12,156,967
[SALES] 14,899,741
[TOTAL-REVENUES] 15,450,150
[CGS] 9,672,297
[TOTAL-COSTS] 20,479,781
[OTHER-EXPENSES] 0
[LOSS-PROVISION] 0
[INTEREST-EXPENSE] 0
[INCOME-PRETAX] (4,960,335)
[INCOME-TAX] 0
[INCOME-CONTINUING] (4,960,335)
[DISCONTINUED] 0
[EXTRAORDINARY] 0
[CHANGES] 0
[NET-INCOME] (4,960,335)
[EPS-PRIMARY] (0.77)
[EPS-DILUTED] (0.77)
</TABLE>
