<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A
AMENDMENT NO. 1
(Mark One)
/X/ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
FOR THE FISCAL YEAR ENDED JUNE 30, 1996
/ / Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the Period From _________ to __________.
Commission File Number: 0-23152
MOBINETIX SYSTEMS, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 33-0253408
(State or other jurisdiction of (I.R.S. employer identification number)
incorporation or organization)
500 OAKMEAD PARKWAY, SUNNYVALE, CA 94086
(Address of principal executive offices and zip code)
(408) 524-4200
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock
Purchase Warrants, Common Stock $.001 Par Value
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 periods as 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-KB 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. /X/
Issuers' revenues for its most recent fiscal year: $799,344.
The aggregate market value of voting stock held by nonaffiliates based
on the average bid and asked closing price of the Registrant's Common Stock on
June 30, 1996 was approximately $1,625,000.
As of June 30, 1996, the number of outstanding shares of the
Registrant's Common Stock was 1,335,809.
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ITEM 9
DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
The executive officers and directors of the Company, and their ages as
of October 25, 1996, are as follows:
<TABLE>
<CAPTION>
NAME AGE POSITION
- --------------------------- --- --------------------------------------------------------
<S> <C> <C>
Paul Dali.................. 53 Chairman of the Board of Directors
Aziz Valliani.............. 42 President, Chief Executive Officer and Director
Nazim Kareemi.............. 48 Executive Vice President and Director
David M. Licurse, Sr....... 58 Chief Financial Officer and Vice President of Operations
Llavan Fernando............ 44 Vice President, Hardware Development
Thomas A. Dorosewicz....... 41 Vice President, Sales and Marketing
Abbas Rafii................ 49 Vice President, Software Development
</TABLE>
- ---------------------------
The Company currently has three authorized directors. All directors are
elected to hold office until the next annual meeting of stockholders of the
Company and until their successors have been elected. Officers are elected at
the first Board of Directors meeting following the stockholders' meeting at
which the directors are elected and serve at the discretion of the Board of
Directors. None of the Company's directors or executive officers have any family
relationship with any other director of executive officer.
EXECUTIVE PROFILES
PAUL DALI is the Chairman of the Company's Board. Paul is a General
Partner of Nazem & Company responsible for managing the firm's California
office. Prior to joining Nazem and Company, he was a General Partner with the
venture capital firm of 3i Ventures. Before joining 3i, Paul served as President
and CEO of Regis McKenna Inc., one of the largest and most well-known
electronics industry marketing and communications firms in the U.S. Prior to
joining Regis McKenna, Mr. Dali was the General Manager of the Personal Computer
Systems Division at Apple Computer where he was responsible for all phases of
the Apple II and Apple III product lines. Paul received a B.S. degree from the
University of California at Northridge. Mr. Dali has been a director of the
Company since May, 1992. Mr. Dali is also a director of Cybermedia, Inc. and
Graphixzone, Inc.
AZIZ VALLIANI is the President and CEO of the Company and one of its
directors. Aziz, a 19 year veteran in the industry, served as President and CEO
of Inforite Corporation, before joining the Company in January 1996. Prior to
Inforite, Aziz was COO and executive vice president at Wyse Technology, a $300
million international company. Before Wyse, Aziz served as Vice President and
General Manager for the Altos business unit (a $75 million division) of Acer
America Corporation. Aziz was with Intel before joining Altos Computer Systems
and earned his BSEE from Pratt Institute, Brooklyn, NY. Mr. Valliani has been a
director of the Company since January, 1996.
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NAZIM KAREEMI is the Executive Vice President of the Company, and
previously served as President of the Company. He also was a Founder of PenWare,
which is now a business unit of the Company. Mr. Kareemi has more than twenty
years of experience in computer industry. Nazim worked with or consulted for
leading technology and computer companies including Intel, Zilog and Xerox. He
has a B.S. from MIT and M.S. and Engineer's degrees from Stanford University.
Mr. Kareemi has been a director of the Company since May 1992.
DAVID M. LICURSE, Sr. is the CFO and Vice President of Operations.
Before joining the Company, he served as CFO and Vice President of Operations at
Inforite Corporation. Mr. Licurse held various senior level managerial positions
with Xerox Corporation. These positions ranged from Financial Planning and
Analysis Manager for Xerox's $1 billion manufacturing division and Controller
for a $350 million personal computer business unit to Manager of Finance and
Operations for a $60 million high technology software division in Palo Alto. Mr.
Licurse earned an MBA from University of Rochester.
LLAVAN FERNANDO is the Vice President of Hardware Development. Llavan
served as vice president of R & D at Inforite Corporation. Mr. Fernando has over
21 years of direct R&D, mobile computing and management experience. He
previously held a senior management position at Wyse. Prior to that Mr. Fernando
was the General Manager at a business unit of TeleSensory Systems, Inc. in
Mountain View, California. He has also worked at Data Products, Graviner Ltd.
and H. Tinsley & Co. Qualified in England he obtained MS and BS degrees in the
field of electronics and systems engineering.
ABBAS RAFII is the Vice President of Software Development. At PenWare
he managed the development and release of five commercial software products. Mr.
Rafii has brought together and managed the Company's highly regarded and
creative software engineering team. Before joining the Company, he was project
lead and a senior software engineer at Hewlett-Packard Laboratories. He has more
than fifteen years of experience in design and development of applications,
operating systems components, and object oriented database systems. His
credential include an M.S. and a Ph.D. degree from Stanford University.
THOMAS A. DOROSEWICZ is the Vice President of Sales and Marketing. Mr.
Dorosewicz, who joined the Company in August 1996, has spent the last 15 years
in sales and marketing positions within the data capture field. Prior to joining
the Company, Mr. Dorosewicz ran the New England Division of Symbol Technologies.
Mr. Dorosewicz's eariler positions included head of the Business development
activiites at Symbol and Business Unit Director for Scanning at Fujitsu Systems
of America.
None of the directors or officers of the Company have been
involved in any proceedings described in Item 401(d) of Regulation S-B
promulgated under the Exchange Act of 1934, as amended.
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COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's executive officers and directors, and persons who own
more than ten percent of a registered class of the Company's equity securities,
to file reports of ownership on Form 3 and changes in ownership on Forms 4 or 5
with the Securities and Exchange Commission. Such executive officers, directors
and 10% shareholders are also required by the Securities and Exchange Commission
rules to furnish the Company with copies of all Section 16(a) forms they file.
Based solely upon its review of copies of such forms received by it, or
written representations from certain reporting persons that no filings were
required for such persons, the Company believes that during the year ended June
30, 1996, Paul Dali, Nazim Kareemi, Aziz Valliani, Llavanya Fernando, David
Licurse, and Abbas Rafii failed to report initial statements of beneficial
ownership on Form 3.
ITEM 10
EXECUTIVE COMPENSATION
The following table sets forth all compensation received for services
rendered to the Company in all capacities, for the last three fiscal years ended
June 30, 1996, by the Named Officers:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS COMPENSATION
- ---------------------------- ----- -------- -------- ---------- ---------------
<S> <C> <C> <C> <C> <C>
Aziz Valliani 1996 $124,042 --- --- ---
President and Chief 1995 0 --- --- ---
Executive Officer 1994 0 --- --- ---
Nazim Kareemi 1996 $136,101 --- --- ---
Executive Vice President 1995 107,756 --- --- ---
1994 103,398 --- --- ---
</TABLE>
- ---------------------------
The Company has not entered into any employment contracts with any Named
Officer.
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OPTION GRANTS IN LAST FISCAL YEAR
The Company has not granted any options to purchase securities of the
Company to any Named Officer.
OPTION EXERCISES AND HOLDINGS
There have been no option exercises by any Named Officers in the last
fiscal year. The Named Officers have no unexercised options as of June 30, 1996.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
None of the Named Officers have exercised any options to purchase securities of
the Company.
DIRECTOR COMPENSATION
The Company does not pay any annual retainer, per-meeting fee or any
other compensation to any director of the Company.
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ITEM 11
(a) The following table sets forth the security ownership of any person known to
the Company to be the beneficial owner of more than 5% of the Company's voting
securities.
<TABLE>
<CAPTION>
Title of Class Name and Address Amount and Percent of Class
of Beneficial Nature of
Owner Beneficial
Ownership
<S> <C> <C> <C>
Series B Preferred Life Investors 352,942 shares 28.1%
Stock Insurance directly owned
Company of
America
</TABLE>
(b) The following table sets forth the security ownership of management as of
June 30, 1996.
<TABLE>
<CAPTION>
Title of Class Name and Address of Amount and Nature Percent of Class
Beneficial Owner of Beneficial Owner
<S> <C> <C> <C>
Common Stock Aziz Valliani 253,683 19%
MobiNetix Systems, Inc.
500 Oakmead Parkway
Sunnyvale, CA 94086
Common Stock Nazim Kareemi 253,683 19%
MobiNetix Systems, Inc.
500 Oakmead Parkway
Sunnyvale, CA 94086
Common Stock Llavanya X. Fernando 167,688 12.6%
MobiNetix Systems, Inc.
500 Oakmead Parkway
Sunnyvale, CA 94086
Common Stock David M. Licurse 162,178 12.1%
MobiNetix Systems, Inc.
500 Oakmead Parkway
Sunnyvale, CA 94086
</TABLE>
<PAGE> 7
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Common Stock Abbas Rafii 167,688 12.6%
MobiNetix Systems, Inc.
500 Oakmead Parkway
Sunnyvale, CA 94086
Series C Preferred Paul C. Dali 112,500* 100%
Stock Nazem & Company
3000 Sand Hill Road
Building 2, Suite 205
Menlo Park, CA 94025
Common Stock and All Directors and Officers 1,117,420 41.3% of all
Series C Preferred as a group classes of stock
Stock of the Company
</TABLE>
- ------------------------
* Mr. Dali is a general partner of Nazem & Associates IV, L.P., the General
Partner of Nazem & Company IV, L.P., which is the owner of record of the
Series C Preferred. Mr. Dali disclaims beneficial ownership of such Series C
Preferred.
ITEM 12
None.
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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, hereunto duly authorized.
MOBINETIX
SYSTEMS, INC.
Date: October 30, 1996 By: /s/David Licurse, Sr.
-----------------------
David Licurse, Sr.
Chief Financial Officer
