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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A
(Amendment No. 1)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 2000
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _________ to __________
Commission File Number 0-23152
@POS.com, Inc.
(Name of small business issuer in its charter)
DELAWARE 33-0253408
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3051 NORTH FIRST STREET, SAN JOSE, CALIFORNIA 95134
___________________________________________________
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (408) 468-5400
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $.001 par value
Common Stock Purchase Warrants
Check whether the issuer (1) 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 in response to Item 405 of
Regulation S-B 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-KSB
or any amendment to this Form 10-KSB. [ ]
Issuer's revenues for its most recent fiscal year: $8,099,524
The aggregate market value of the common stock held by non-affiliates computed
based on the average bid and asked closing price of the Registrant's Common
Stock on August 30, 2000 was approximately $6,224,000. As of August 30, 2000,
there were approximately 4,583,000 shares of the Registrant's common stock, par
value $.001 per share, outstanding.
Documents incorporated by reference (to the extent indicated herein): Items 9,
10, 11 and 12 of Part III incorporated by reference information from
registrant's Proxy Statement to be filed with the Securities and Exchange
Commission in connection with the solicitation of proxies for the registrant's
2000 Annual Meeting of Stockholders to be held December 8, 2000.
Transitional Small Business Disclosure Format [ ] Yes [x] No
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@POS.com, Inc. (the "Company"), by this Form 10-KSB/A, Amendment No. 1 to Form
10-KSB, hereby amends and restates Item 13 "Exhibits and Reports on Form 8-K."
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ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) The exhibits listed in the exhibit index following this item are filed as
part of this Annual Report.
(b) Reports on Form 8-K filed during the three months ended June 30, 2000.
None.
EXHIBIT INDEX
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EXHIBIT
NUMBER EXHIBIT:
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2.1(G) Agreement and Plan of Reorganization dated June 10, 1996 among
Penultimate, Inc., PenWare, Inc., and the common and preferred
stockholders of PenWare, Inc.
3.1# Restated Certificate of Incorporation of the Company.
3.2(H) Certificate of Amendment of Certification of Incorporation.
3.3# By-laws of the Company.
4.1(C) Specimen certificate for Common Stock of the Company.
4.2(C) Specimen certificate for Common Stock Purchase Warrants.
4.3(B) Investor Rights Agreement, date April 24, 1998 among the Company and
the purchaser of shares of Series D Preferred Stock.
10.1(A)* 1992 Incentive and Statutory Stock Option Plan of the Company.
10.2(A)* Form of Incentive Stock Option under 1992 Incentive and Statutory
Stock Option Plan of the Company.
10.3(A)* Form of Nonstatutory Stock Option under 1992 Incentive and Statutory
Stock Option Plan of the Company.
10.4(D) Lease agreement for premises located at 500 Oakmead Parkway,
Sunnyvale, California, 94086.
10.5(E)* 1996 Stock Option Plan of the Company and related agreements.
10.6(F) Software Development and License Agreement, dated March 16, 1998
between the Company and Federated Department Stores, Inc.
10.7(F) Systems Acquisition Agreement, dated March 16, 1998, as amended March
20, 1998 between the Company and Federated Department Stores, Inc.
10.8(F) Common Stock Purchase Warrant Agreement between the Company and
Federated Department Stores, Inc.
10.9(B) Series D Preferred Stock Purchase Agreement between the Company and
Welch Allyn, Inc. dated April 24, 1998.
10.10(H) Lease agreement for premises located at 3051 North First Street, San
Jose, California, 95134.
10.11# Common Stock Purchase Warrant Agreement between the Company and
American Express.
10.12# Common Stock Purchase Warrant Agreement between the Company and
Imperial Credit Corporation.
10.13*# Confidential Resignation Agreement and General Release of Claims
Between the Company and David Licurse dated February 29, 2000.
10.14# Stock and Warrant Purchase Agreement between the Company and the
persons listed on Exhibit A thereto dated as of May 12, 2000, and
form of Warrant to Purchase Common Stock of ReceiptCity.com, Inc.
dated May 12, 2000.
21# List of Subsidiaries of the Company.
23# Consent of Arthur Anderson LLP, Independent Public Accountants.
27 Financial Data Schedule.
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* Indicates management contract or compensatory plan or arrangement.
# Filed previously.
(a) Incorporated herein by reference to the Company's Registration Statement on
Form SB-2, File No. 33-67534-LA, as filed with the Commission on August 16,
1993.
(b) Incorporated herein by reference to the Company's Report on Form 10-KSB
dated September 29, 1998 and file with the Commission on September 29, 1998.
(c) Incorporated herein by reference to Amendment No. 2 to the Company's
Registration Statement on Form SB-2, File No. 33-67534-LA, as filed with the
Commission on October 1, 1993.
(d) Incorporated herein by reference to the Company's Report on Form 10-KSB
dated September 30, 1996 and filed with the Commission on September 30, 1996.
(e) Incorporated herein by reference to the Company's Report on Form 10-QSB
dated February 13, 1997 and filed with the Commission on February 14, 1997.
(f) Incorporated herein by reference to the Company's Report on Form 10-QSB
dated May 15, 1998 and filed with the Commission on May 15, 1998.
(g) Incorporated herein by reference to Amendment No. 3 to the Company's Report
on Form 8-KSB dated June 10, 1996 and filed with the Commission on June 25,
1996.
(h) Incorporated herein by reference to the Company's Report on Form 10-KSB
dated September 29, 1999 and file with the Commission on September 30, 1999.
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SIGNATURES
In accordance with Section 13 or 15 (d) of the Exchange Act, the registrant
caused this amendment to report to be signed on its behalf by the undersigned,
thereunto duly authorized.
@POS.COM, INC.
Date: October 3, 2000 By: /s/ MICHAEL DORSEY
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Michael Dorsey
Acting Chief Executive Officer
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