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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
AMENDMENT NO. 1
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
[X] SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended June 30, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
Commission File No. 0-20190
BITWISE DESIGNS, INC.
(Exact Name of Issuer as Specified in Its Charter)
Delaware 14-1673067
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2165 Technology Drive Schenectady, N.Y. 12308
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code (518) 346-7799
Securities registered pursuant to Section 12(b) of the Exchange Act:
Name of Each Exchange on
Title of Each Class Which Registered
Common Stock, $.001 par value Pacific Stock Exchange
Securities registered pursuant to Section 12(g) of the Exchange Act:
Common Stock, $.001 par value
(Title of class)
(Title of class)
[Cover Page 1 of 2 Pages]
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Check whether Issuer (1) has 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.
Yes X No
Check if there is no disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K 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-K
or any amendment to this Form 10-K. [ ]
The Issuer's revenues for its most recent fiscal ended June
30, 2000 were $15,289,738.
On September 25, 2000, the aggregate market value of the
voting stock of Bitwise Designs, Inc. (consisting of Common Stock, $.001 par
value) held by non-affiliates of the Registrant (approximately 14,035,536
shares) was approximately $60,215,435.31 based on the closing price for such
Common Stock ($4.0625) on said date as reported by the Nasdaq National Market
System.
APPLICABLE ONLY TO CORPORATE REGISTRANTS
On September 25, 2000, there were 14,822,261 shares
of Common Stock, $.001 par value, issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None
[Cover Page 2 of 2 Pages]
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Table of Contents
<TABLE>
<CAPTION>
PART I
PAGE
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<S> <C> <C>
Item 1. Business 1
Item 2. Properties 15
Item 3. Legal Proceedings 15
Item 4. Submission of Matters to a Vote of Security Holders 15
PART II
Item 5. Market For the Company's Common Equity and Related Stockholder 16
Matters
Item 6. Selected Financial Data 18
Item 7. Management's Discussion and Analysis of Financial Condition and 19
Results of Operations
Item 8. Financial Statements and Supplemental Data 25
Item 9. Changes in and Disagreements With Accountants on Accounting 25
and Financial Disclosure
PART III
Item 10. Directors and Executive Officers of the Company 26
Item 11. Executive Compensation 30
Item 12. Security Ownership of Certain Beneficial Owners and 35
Management
Item 13. Certain Relationships and Related Transactions 37
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 37
8-K
</TABLE>
iii
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of September 25,
2000 with respect to (i) each director and each executive officer, (ii) all
directors and officers as a group, and (iii) the persons (including any "group"
as that term is used in Section l3(d)(3) of the Securities Exchange Act of
l934), known by the Corporation to be the beneficial owner of more than five
(5%) percent of the Corporation's Common Stock and Series A Preferred Stock.
<TABLE>
<CAPTION>
TYPE OF NAME AND ADDRESS OF AMOUNT AND NATURE PERCENTAGE
CLASS BENEFICIAL HOLDER OF BENEFICIAL OF CLASS
OWNERSHIP (1) (*)
<S> <C> <C> <C>
Common John T. Botti 1,474,391 (2) 9.3%
c/o Bitwise Designs
2165 Technology Drive
Schenectady, NY 12308
Common Ira C. Whitman 610,381 (3) 4.1%
c/o Bitwise Designs
2165 Technology Drive
Schenectady, NY 12308
Common Steven Kriegsman 40,000 (4) 0.3%
c/o Bitwise Designs
2165 Technology Drive
Schenectady, NY 12308
Common Dennis Bunt 52,883 (5) 0.4%
c/o Bitwise Designs
2165 Technology Drive
Schenectady, NY 12308
Common J. Edward Sheridan 50,000 (9) 0.3%
c/o Bitwise Designs
2165 Technology Drive
Schenectady, NY 12308
Common Charles Johnston 118,570 (6) 0.8%
c/o Bitwise Designs
2165 Technology Drive
Schenectady, NY 12308
Common Nicholas Themelis 131,500 (7) 0.9%
c/o Bitwise Designs
2165 Technology Drive
Schenectady, NY 12308
Common Robert Van Naarden 0 (8) 0%
c/o Bitwise Designs
2165 Technology Drive
Schenectady, NY 12308
Common Gateway Network LLC 818,954 (12) 5.4%
and Affiliates
165 EAB Plaza
Uniondale, NY 11556
Common Tami Skelly, 802,865 (12) 5.3%
Family Members and
Affiliates
218 Royal Palm Way
Palm Beach, FL 33480
Series A John T. Botti 100 (10) 50%
Preferred c/o Bitwise Designs
Stock 2165 Technology Drive
Schenectady, NY 12308
Series A Ira C. Whitman 100 (11) 50%
Preferred c/o Bitwise Designs
Stock 2165 Technology Drive
Schenectady, NY 12308
Directors/Officers as a group 2,447,725 14.9%
(2)(3)(4)(5)(6)(7)(8)
</TABLE>
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(1) Unless otherwise indicated below, each director, officer and 5%
shareholder has sole voting and sole investment power with respect to
all shares that he beneficially owns.
(2) Includes vested stock options to purchase 1,065,000 shares of Common
Stock.
(3) Includes vested stock options to purchase 225,000 shares of Common
Stock.
(4) Includes vested options to purchase 40,000 shares of Common Stock.
(5) Includes vested options to purchase 51,000 shares of Common Stock and
excludes nonvested options to purchase 25,000 shares of Common Stock.
Includes 1,000 shares of Common Stock owned by Mr. Bunt's wife.
(6) Includes vested options to purchase 60,000 shares of Common Stock.
(7) Includes vested options to purchase 100,000 shares of Common Stock and
excludes 150,000 non-vested options.
(8) Excludes 200,000 non-vested options.
(9) Includes vested options to purchase 50,000 shares of Common Stock.
(10) See footnote (2). Each share of Series A Preferred Stock is entitled to
ten (10) votes per share.
(11) See footnote (3). Each share of Series A Preferred Stock is entitled to
ten (10) votes per share.
(12) Includes 300,000 shares of common stock issuable upon the exercise of
Series B Warrants and 146,667 shares of common stock issuable upon the
conversion of shares of Series B Preferred Stock.
* Based on 14,822,261 shares of Common Stock outstanding as of September
25, 2000.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
BITWISE DESIGNS, INC.
By: /s/ John T. Botti
-------------------------------
John T. Botti
President, Chairman of the
Board and Chief Executive
Officer
Dated: October 11, 2000
Pursuant to the requirements of the Securities Act of 1933, this Report
has been signed below by the following persons in the capacities and on the
dates indicated:
Signature Capacity Date
--------- -------- ----
/s/ John T. Botti President, Chairman October 11, 2000
--------------------------- of the Board and Chief
John T. Botti Executive Officer
/s/ Ira C. Whitman Senior Vice President October 11, 2000
--------------------------- and Director
Ira C. Whitman
/s/ Nicholas Themelis Vice President, Chief October 11, 2000
--------------------------- Technology Officer
Nicholas Themelis and Director
/s/ Robert Van Naarden Director and October 11, 2000
--------------------------- Chief Executive Officer
Robert Van Naarden of Authentidate, Inc.
/s/ Steven A. Kriegsman Director October 11, 2000
---------------------------
Steven A. Kriegsman
/s/ J. Edward Sheridan Director October 11, 2000
---------------------------
J. Edward Sheridan
/s/ Charles C. Johnston Director October 11, 2000
---------------------------
Charles C. Johnston
/s/ Dennis H. Bunt Chief Financial October 11, 2000
--------------------------- Officer and Principal
Dennis H. Bunt Accounting Officer
