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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A
(AMENDMENT NO. 2)
(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, 1999
[ ] 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 0-23152
@POS.COM, INC.
(Exact name of small business issuer in its charter)
DELAWARE 33-0253408
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
3051 NORTH FIRST STREET, SAN JOSE, CALIFORNIA 95134
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (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) 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 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 ask closing price for the registrant's
Common Stock on August 30, 2000 was approximately $6,224,000. As of August 30,
2000, there were 4,583,000 shares of the registrant's Common Stock, par value
$.001 per share, outstanding.
Transitional Small Business Disclosure Format: Yes [ ] No [X]
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<PAGE>
@POS.com, Inc. (the "Company"), by this Form 10-KSB/A, Amendment No. 2
to Form 10-KSB, hereby amends and restates Part III, Items 9-13.
PART III
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
EXECUTIVE OFFICERS AND DIRECTORS
The following table sets forth certain information regarding the
executive officers and directors of the Company as of October 27, 2000.
NAME AGE POSITION
Michael Dorsey(1)........ 45 Chairman of the Board and Acting Chief Executive
Officer
Gary Rummelhoff(1)....... 45 Chief Financial Officer, Vice President of
Operations and Secretary
James Boyer(1)........... 49 Vice President of Business Development
Llavanya Fernando........ 48 Chief Operating Officer
Edward M. Kolasinski..... 42 Director
Aziz Valliani............ 46 Director
Robb Wilmot(1)........... 55 Director
_______________
(1) These individuals served in the capacities indicated during the period
covered by this report, but the Company has recently determined that they
were not elected and/or appointed in accordance with the provisions of the
Company's Bylaws. The Company has initiated action to duly elect and/or
appoint these or other individuals to the positions indicated.
MICHAEL DORSEY has been a director of the Company since January 2000,
and Chairman and Acting Chief Executive Officer since May 2000 (see Note (1)
above). Since April 1999, Mr. Dorsey has been an independent investment banker
principally engaged in providing financial advisory services and raising capital
for privately held technology-based companies. From April 1998 to March 1999,
Mr. Dorsey served as Co-Head and later Head of Technology Investment Banking at
Donaldson, Lufkin & Jenrette Securities Corporation ("DLJ"). Prior to joining
DLJ, Mr. Dorsey was Head of Technology Investment Banking - North America at UBS
Securities from December 1996 to March 1998. From 1991 to December 1996, Mr.
Dorsey was an investment banker at Cowen & Co., where his last position was Head
of Technology Investment Banking. Mr. Dorsey received a B.A. from Stanford
University and an M.B.A. from Yale University.
GARY RUMMELHOFF has served as the Chief Financial Officer and Vice
President of Operations since March 2000 (see Note (1) above). Prior to joining
the Company, Mr. Rummelhoff served as acting Chief Financial Officer and
Secretary at Advantest America, Inc., a semiconductor equipment manufacturing
company, from July, 1998 to March 2000. From November 1993 to July 1998, Mr.
Rummelhoff held several senior level finance positions at Software Logistix
Corp. (d.b.a. Logistix), a manufacturing services company, including Director of
Finance, Director of Business Strategy & Alliance and Corporate Controller. Mr.
Rummelhoff received a B.S. in Business Administration from the University of
Missouri and an M.B.A. from Southern Methodist University.
JAMES BOYER has served as Vice President, Business Development since
August 2000 (see Note (1) above). Prior to joining the Company, Mr. Boyer served
as Director of Global Product Marketing for the DVD division of Zomax, Inc. from
January 1999 to August 2000. From March 1993 to December 1998, Mr. Boyer served
as Vice President of Kao Infosystems, a software services company. Mr. Boyer
received a B.S. in Electrical Engineering from the University of Delaware.
LLAVANYA FERNANDO has served as Chief Operating Officer since January
2000, Chief Technology Officer from August 1998 to January 2000, and Vice
President of Engineering from December 1995 to August 1998. Prior to joining the
Company, Mr. Fernando served as vice president of research and development at
Inforite Corporation, a hand held device company, from May 1995 to November
1995. From March 1993 until May 1995, Mr Fernando held the position of strategic
business development manager at Wyse Technology, a terminal peripherals
manufacturing company. Qualified in England, Mr. Fernando received B.S. and M.S.
degrees in the field of electronics and systems engineering from the University
of Reading.
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<PAGE>
EDWARD M. KOLASINSKI has served as a director of the Company since
October 2000. Mr. Kolasinksi has served as Vice President, Finance and Chief
Financial Officer of Welch Allyn Protocol, Inc., a medical equipment company and
a wholly owned subsidiary of Welch Allyn, Inc., since August 2000, at which time
Welch Allyn, Inc. acquired Protocol Systems, Inc. From September 1999 to July
2000, Mr. Kolasinski served as Vice President, Finance, Chief Financial Officer
and Treasurer of Protocol Systems, Inc., a medical equipment company. From July
1996 to August 1999, Mr. Kolasinski served as President of Pryon Corporation, a
medical equipment company, after its acquisition by Protocol Systems, Inc. in
July 1996. From 1990 to July 1996, Mr. Kolasinski served as Vice President,
Finance and Chief Financial Officer of Pryon Corporation. Mr. Kolasinski
received a B.S. in Business Administration from the University of Wisconsin.
AZIZ VALLIANI has served as a director of the Company since January
1996, and served as the Company's Chief Executive Officer and President from
January 1996 until January 2000. Prior to joining the Company, Mr. Valliani
served as President and Chief Executive Officer of Inforite Corporation, a hand
held device company, from April 1995 to December 1995. Mr. Valliani received a
B.S.E.E. from Pratt Institute, Brooklyn, New York.
ROBB WILMOT has been a director of the Company since December 1999 (see
Note (1) above). Prior to becoming a director, Dr. Wilmot provided consulting
services for the Company. Dr. Wilmot has served as Chairman at Wilmot
Consulting, Inc. since 1994. Dr. Wilmot is a limited partner in five venture
funds and chairs the supervisory board of EuroVentures BV, a $400 million
venture fund operating in nine European countries. Dr. Wilmot currently serves
on the board of directors of the publicly held Com21 and FVC.com, and several
privately held companies such as ReceiptCity.com, Inc. Dr. Wilmot has received
three honorary doctorates and was named Commander of the British Empire in
recognition of returning to profitability the company ICL plc in which he was
serving as Chief Executive Officer.
None of the executive officers or directors 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.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE. Under the
securities laws of the United States, the Company's directors, executive
officers and any persons holding more than 10% of the Company's Common Stock are
required to report their initial ownership of the Company's Common Stock and any
subsequent changes in that ownership to the Securities and Exchange Commission.
Specific due dates for these reports have been established and the Company is
required to identify in this Annual Report on Form 10-KSB those persons who
failed to timely file these reports.
To the Company's knowledge, based solely on a review of copies of such
reports furnished to the Company and written representations from certain
persons that certain of such reports were not required to be filed by such
persons, no officer, director or person who owns more than 10% of a registered
class of the Company's equity securities failed to file on a timely basis
reports required under Section 16(a) of the Securities Exchange Act of 1934
during the fiscal year ended June 30, 2000, except that with respect to the
following individuals the Forms noted were not filed for the number of
transactions indicated: Mr. Dorsey, a Form 3 upon appointment as a director of
the Company (see Note (1) above) and with respect to one transaction, and one
Form 4 with respect to three transactions; Mr. Licurse, the Company's former
Chief Financial Officer, five Forms 4 with respect to six transactions; Mr.
Rummelhoff, a Form 3 upon appointment as an executive officer of the Company
(see Note (1) above) and with respect to one transaction, and two Forms 4 with
respect to two transactions; Mr. Valliani, four Forms 4 with respect to five
transactions; Mr. Fernando, six Forms 4 with respect to six transactions; and
Dr. Wilmot, a Form 3 upon appointment as a director of the Company (see Note (1)
above) and with respect to one transaction, and 10 Forms 4 with respect to 32
transactions.
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<PAGE>
ITEM 10. EXECUTIVE COMPENSATION
The following table summarizes all compensation paid to the Company's
acting Chief Executive Officer, former Chief Executive Officer and each of the
Company's other four most highly compensated executive officers for services
rendered in all capacities to the Company for the fiscal years ended June 30,
2000, 1999 and 1998.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION AWARDS
------------------------------ -----------------------------
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) SECURITIES UNDERLYING OPTIONS (#)
--------------------------- ---- ---------- --------- ---------------------------------
<S> <C> <C> <C> <C>
Michael Dorsey 2000 16,410 -- 255,000
Acting Chief Executive
Officer(1)
Aziz Valliani 2000 155,729 101,200 160,000
Director and Former President 1999 287,500 95,000 30,000
and Chief Executive Officer 1998 260,000 40,000 20,000
David M. Licurse, Sr. 2000 194,015 24,000 47,966
Former Chief Business 1999 160,125 40,000 20,000
Officer, Acting Chief 1998 145,125 22,500 24,000
Financial Officer and Vice
President of Operations
Llavanya Fernando 2000 190,053 38,131 256,824
Vice President 1999 173,400 30,000 17,500
Chief Technology Officer 1998 158,400 21,500 12,000
</TABLE>
______________
(1) See Note (1) in Item 9 "Directors and Executive Officers of the
Registrant--Executive Officers and Directors."
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<PAGE>
RECENT OPTION GRANTS
The following tables set forth certain information for the fiscal year
ended June 30, 2000 with respect to stock options granted to and exercised by
the individuals named in the Summary Compensation Table above.
<TABLE>
OPTION GRANTS IN FISCAL YEAR 2000
<CAPTION>
POTENTIAL REALIZABLE VALUE AT
ASSUMED ANNUAL RATES OF STOCK
PRICE APPRECIATION FOR OPTION
INDIVIDUAL GRANTS TERM ($)(6)
---------------------------------------------------------- -----------------------------
NUMBER OF % OF
SECURITIES TOTAL OPTIONS
UNDERLYING GRANTED TO EXERCISE
OPTIONS EMPLOYEES IN PRICE EXPIRATION
NAME GRANTED FISCAL YEAR ($/SHARE) DATE 5% 10%
---- ------------ --------------- ----------- ------------ ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Michael Dorsey(1) 255,000 (2) 19.4% $2.875 5/24/10 $461,058 $1,168,412
Aziz Valliani 50,000 (3) 3.8 4.500 7/1/09 141,501 358,592
50,000 (3) 3.8 5.875 7/9/09 184,738 468,162
60,000 (4) 4.6 2.875 5/24/10 108,484 274,921
David M. Licurse, Sr. 9,500 (2) 0.7 4.500 7/1/09 26,885 68,132
11,139 (5) 0.8 4.000 9/8/09 28,021 71,011
27,327 (2) 2.1 2.375 1/8/10 40,816 103,436
Llavanya Fernando 17,500 (2) 1.3 4.500 7/1/09 49,525 125,507
14,324 (5) 1.1 4.000 9/8/09 36,033 91,315
225,000 (2) 17.9 2.375 1/8/10 336,066 851,656
</TABLE>
__________________
(1) See Note (1) in Item 9 "Directors and Executive Officers of the
Registrant--Executive Officers and Directors."
(2) These options have a 10-year term and vest at the rate of 25% per year over
a 4-year period.
(3) These options have a 10-year term and were fully vested on May 24, 2000
according to a letter agreement. See "Employment Agreements."
(4) These options have a 10-year term and vest monthly over 48 months.
(5) These options have a 10-year term and vest monthly over 18 months.
(6) The 5% and 10% assumed rates of appreciation are suggested by the rules of
the Securities and Exchange Commission and do not represent the Company's
estimate or projection of the future Common Stock price. There can be no
assurance that any of the values reflected in the table will be achieved.
<TABLE>
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED
SECURITIES UNDERLYING IN-THE-MONEY
UNEXERCISED OPTIONS AT OPTIONS AT
JUNE 30, 2000 (#) JUNE 30, 2000 ($) (1)
SHARES ACQUIRED VALUE ----------------- ---------------------
NAME ON EXERCISE (#) REALIZED ($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
---- --------------- ------------ ------------------------- -------------------------
<S> <C> <C> <C> <C>
Michael Dorsey(2) ___ ___ 0/255,000 $0/$0
Aziz Valliani ___ ___ 302,708/58,750 254,817/0
David M. Licurse, Sr. ___ ___ 79,992/63,474 60,164/16
Llavanya Fernando ___ ___ 71,106/265,218 68,252/105,576
</TABLE>
_____________
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<PAGE>
(1) Calculated by determining the difference between the fair market value of
the securities underlying the option at June 30, 2000 ($2.813 per share as
determined by the average of the ask and bid price on the OTC market on
June 30, 2000) and the exercise price of the options.
(2) See Note (1) in Item 9 "Directors and Executive Officers of the Registrant--
Executive Officers and Directors."
COMPENSATION OF DIRECTORS
Other than as set forth below, the Company has not paid any annual
retainer, per-meeting fee, or any other compensation to any director, aside from
fees payable to such directors for their services as officers or employees of
the Company.
Mr. Valliani received options to purchase 60,000 shares at an exercise
price of $2.875 per share vesting ratably over 48 months pursuant to a letter
agreement dated April 24, 2000. See "Employment Agreements."
Dr. Wilmot received options to purchase 125,000 shares at an exercise
price of $1.50 per share vesting monthly over 60 months. See Note (1) in Item 9
"Directors and Executive Officers of the Registrant--Executive Officers and
Directors."
EMPLOYMENT AGREEMENTS
On May 31, 1999, the Company entered into a Consulting Agreement (the
"Consulting Agreement") with Abbas Rafii, the former vice president of software
engineering of the Company. Mr. Rafii terminated employment with the Company in
May 1999. Under the terms of the Consulting Agreement, Mr. Rafii will provide
consulting services to the Company and the Company will pay Mr. Rafii $13,900
per month for such services until October 31, 1999. Mr. Rafii's stock options
will vest until he ceases providing services to the Company.
The Company entered into a Confidential Resignation Agreement and
Release of Claims with David Licurse, former Chief Financial Officer and Vice
President of Operations, as of February 29, 2000 (the "Severance Agreement").
Pursuant to the Severance Agreement the Company agreed to retain Mr. Licurse as
a consultant through November 30, 2000 for a fee equal to Mr. Licurse's base pay
as of February 29, 2000. In addition, Mr. Licurse's options continued to vest
until November 30, 2000. Upon the termination of Mr. Licurse's consulting
services, the Company's option to repurchase 163,000 shares of common stock held
by Mr. Licurse will be released.
Pursuant to a letter agreement dated April 24, 2000, between the
Company and Aziz Valliani, Mr. Valliani transitioned from Chief Executive
Officer of the Company to ReceiptCity.com's Chairman, Chief Executive Officer
and President, but remained a member of the Company's Board of Directors. The
agreement provides for accelerated vesting of Mr. Valliani's stock options, such
that options to purchase an aggregate of 100,000 shares of common stock became
fully vested. In addition, Mr. Valliani was granted an option to purchase 60,000
shares of common stock at an exercise price of $2.875 per share, which vest
monthly over a four-year period.
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<PAGE>
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of October 27,
2000 as to shares of the Common Stock and Preferred Stock beneficially owned by:
(i) each person who is known by the Company to own beneficially more than 5% of
the Common Stock and Preferred Stock, (ii) each of the Company's directors,
(iii) each of the Company's executive officers named under "Executive
Compensation--Summary Compensation Table," and (iv) all directors and executive
officers of the Company as a group. Ownership information is based upon
information furnished by the respective individuals or entities, as the case may
be.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
BENEFICIAL
OWNERSHIP PERCENT OF
TITLE OF CLASS NAME AND ADDRESS OF BENEFICIAL OWNER(1) (2)(3) CLASS
-----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Common Stock Michael Dorsey(4) 119,111 2.6%
Common Stock David M. Licurse, Sr. (5) 254,722 5.5
Common Stock Llavanya Fernando (6) 268,721 5.8
Common Stock Edward M. Kolasinski (7) 0 *
Common Stock Aziz Valliani(8) 564,141 11.5
Common Stock Robb Wilmot(4)(9) 521,111 11.4
Common Stock All directors and executive officers as a group (7 persons)(4) 1,478,529 29.1
Series B Preferred Life Investors Insurance Company of America 352,942 76.7
Stock 4333 Edgewood Road NE
Cedar Rapids, IA 52499
Series B Preferred Rainbow Technologies 90,993 19.8
Stock 50 Technology Dr.
Irvine, CA 92718
Series D Preferred Welch Allyn, Inc. (8) 1,273,149 100.0
Stock 4619 Jordan Road
Skaneateles Falls, NY 13153
Preferred Stock All directors and executive officers as a group (1 person) 1,273,149 73.5
</TABLE>
__________________
* Less than 1%.
(1) Unless otherwise indicated, the address for all persons is c/o @POS.com,
Inc., 3051 North First Street, San Jose, California 95134.
(2) The Company effected a reverse stock split in October 1996, converting each
share of Series B Preferred into one-half share and increasing the
conversion ratio of Series B Preferred into Common Stock from 1:1 to
1:2.0286 and converting each share of Series C Preferred into one-fourth
share and increasing the conversion ratio of Series C Preferred into Common
Stock from 1:10 to 1:40.8998
(3) The number and percentage of shares beneficially owned is determined in
accordance with Rule 13d-3 of the Exchange Act, and the information is not
necessarily indicative of beneficial ownership for any other purpose. Under
such rule, beneficial ownership includes any shares as to which the
individual or entity has voting power or investment power and any shares
that the individual has the right to acquired within 60 days of September
30, 2000 through the exercise of any stock option or other right. Unless
otherwise indicated in the footnotes, each person or entity has sole voting
and investment power (or shares such powers with his or her spouse) with
respect to the shares shown as beneficially owned.
(4) See Note (1) in Item 9 "Directors and Executive Officers of the
Registrant--Executive Officers and Directors."
(5) Includes 92,294 shares subject to currently exercisable options or options
exercisable within 60 days of October 27, 2000.
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<PAGE>
(6) Consists of 179,049 shares held by the Llavanya X. Fernando Trust for which
Mr. Fernando has voting and investment control, and 89,672 shares subject
to currently exercisable options or options exercisable within 60 days of
October 27, 2000.
(7) Edward M. Kolasinski, Vice President, Finance and Chief Financial Officer
of Welch Allyn Protocol, Inc., a wholly owned subsidiary of Welch Allyn,
Inc. and a director of the Company, disclaims beneficial ownership of these
shares except to the extent of his pecuniary interest therein. Mr.
Kolasinski has dispositive and voting power of the 1,273,149 shares held by
Welch Allyn, Inc.
(8) Includes 310,208 shares subject to currently exercisable options or options
exercisable within 60 days of October 27, 2000.
(9) Includes 15,000 shares subject to currently exercisable options or options
exercisable within 60 days of October 27, 2000 granted to Robb Wilmot. All
shares are held in the name of the Wilmot Living Trust, 13333 La Cuesta
Drive, Los Altos, CA 94022. Dr. Wilmot is a trustee of the Wilmot Living
Trust and a former consultant of the Company.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During fiscal 2000, the Company realized $581,000 in license revenue
from Hand Held Products, a Welch Allyn affiliate. Kevin Jost, a former member of
the Company's Board of Directors, is a senior executive of Hand Held Products,
and Edward Kolasinski, a current member of the Company's Board of Directors, is
a senior executive of Welch Allyn Protocol, Inc., a wholly owned subsidiary of
Welch Allyn, Inc. In addition, Welch Allyn, Inc. owns 100% of the Company's
outstanding shares of Series D Preferred Stock, representing 73.5% of all of the
Company's outstanding shares of Preferred Stock.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) The exhibits listed in the Exhibit Index following the signature
page are filed as part of this Annual Report.
(b) Reports on Form 8-K filed during the three months ended June 30,
2000. None.
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<PAGE>
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.
Date: October 27, 2000
@POS.COM, INC.
By /s/ Aziz Valliani
--------------------------------------
Aziz Valliani
Director
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<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT
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.
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<PAGE>
EXHIBIT
NUMBER EXHIBIT
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.
10.15* Letter agreement, dated April 24, 2000, between the Company and
Aziz Valliani.
21# List of Subsidiaries of the Company.
23# Consent of Arthur Anderson LLP, Independent Public Accountants.
27# Financial Data Schedule.
----------
* 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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