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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K/A
(X) Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 For the fiscal year ended December 31, 1999 or
( ) 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 1-11624
HYPERMEDIA COMMUNICATIONS, INC.
(Exact name of Registrant as specified in its charter)
California 94-3104247
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
901 Mariner's Island Boulevard, Suite 365
San Mateo, California 94404
(Address of principal executive offices)
Registrant's telephone number, including area code: (650) 573-5170
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Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value
(Title of Class)
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 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 ( )
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K 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-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of the voting stock held by non-affiliates of
the registrant, based upon the closing sale price of the Common Stock on March
22, 2000, in the OTC:BB Market, was approximately $1,870,000. For purposes of
this disclosure, shares of Common Stock, Series E Preferred Stock, Series F
Preferred Stock, Series G Preferred Stock, Series H Preferred Stock, Series I
Preferred Stock, and Series J Preferred Stock held by each officer and director
of the registrant and by each person who owns 5% or more of the outstanding
voting stock have been excluded in that such persons may be deemed to be
affiliates. This determination of affiliate status is not necessarily a
conclusive determination for other purposes.
As of March 22, 2000, the registrant had 3,200,683 shares of Common Stock,
8,064,516 shares of Series E Preferred Stock, 82,250 shares of Series F
Preferred Stock, 50,344 shares of Series G Preferred Stock, 117,000 shares of
Series H Preferred Stock, 28,800 shares of Series I Preferred Stock, and 169,281
shares of Series J Preferred Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
The registrant's Proxy Statement for the Annual Meeting of Shareholders to
be held on June 6, 2000, is incorporated by reference into Part III of this Form
10-K to the extent stated herein.
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<PAGE>
<TABLE>
We hereby submit this amendment to our Annual Report on Form 10-K for the year
ended December 31, 1999, previously filed with the Securities and Exchange
Commission on March 30, 2000, to correct certain errors set forth in Item 6 with
respect to shareholders equity as follows:
<CAPTION>
PART II
ITEM 6. SELECTED FINANCIAL DATA
Year Ended December 31,
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
(In Thousands, Except Share And Per Share Data)
<S> <C> <C> <C> <C> <C>
Statement of Operations Data:
Revenues.............................. $ 3,659 $ 5,629 $ 7,637 $ 8,618 $ 9,754
-------- -------- ------- ------- -------
Expenses:
Editorial ......................... 1,137 951 1,151 1,228 1,309
Production ........................ 1,238 1,647 1,922 2,373 2,745
Circulation ....................... 1,384 1,844 2,088 2,072 2,275
Sales and marketing ............... 2,727 2,817 2,318 2,269 2,522
Product development ............... 256 45 40 29 36
General and administrative ........ 1,146 1,151 972 914 1,318
-------- -------- ------- ------- -------
Total expenses 7,888 8,455 8,491 8,885 10,205
-------- -------- ------- ------- -------
Loss from operations ................. (4,229) (2,826) (854) (267) (451)
Interest and other expense, net ...... (230) - (32) (24) (11)
-------- -------- ------- ------- -------
Net loss ............................. $ (4,459) $(2,826) $ (886) $ (291) $ (462)
======== ======== ======= ======= =======
Net loss per share, basic and
diluted (1) ....................... $ (1.39) $ (0.88) $(0.28) $ (0.10) $ (0.15)
======== ======== ======= ======= =======
Weighted average shares (1)........... 3,200,137 3,200,137 3,185,043 3,019,004 3,011,433
At December 31,
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
(In Thousands)
Balance Sheet Data:
Working capital (deficit) ............ $(4,471) $(243) $ 575 $ 442 $ 396
Total assets ......................... 750 1,710 2,452 2,584 2,247
Shareholders' equity (deficit) ....... (8,262) (3,803) (977) (141) 85
<FN>
(1) See Note 2 of Notes to Financial Statements that are filed as part of
Hypermedia's annual report on Form 10-K for the year ended 1999 for an
explanation of the method used to determine the number of shares used
to compute per share amounts.
</FN>
</TABLE>
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Part IV
Item 14. EXHIBITS
(a) 3. Exhibits
Exhibit
Number Description
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23.1 Consent of Independent Accountants.
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.
HYPERMEDIA COMMUNICATIONS, INC.
Dated: May 3, 2000 By: \s\ Kenneth Klein
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Kenneth Klein, Vice President of
Finance and Administration,
Chief Financial Officer and Secretary
(Principal Financial and Accounting Officer)
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EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
23.1 Consent of Independent Accountants
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 33-67172) of HyperMedia Communications, Inc. of our
report dated February 4, 2000, relating to the financial statements, of
Hypermedia Communications, Inc., for the year ended December 31, 1999,which
appear in this form 10-K.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
San Jose, California
April 27, 2000
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