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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-KSB/A No. 2
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Mark One
|X| ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 2000
OR
|_| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Commission file number 0-26202
GLOBAL CAPITAL PARTNERS INC.
(Exact name of small business issuer as specified in its charter)
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Delaware 52-1807562
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
6000 Fairview Road, Suite 1410, Charlotte, North Carolina 28210
(Address of principal executive offices) (Zip Code)
(704) 643-8220
(Issuer's telephone number, including area code)
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Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $.05 par value
Placement Agent 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 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 the 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. |_|
State issuer's revenues for its most recent fiscal year: $45,908,499
The aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the average of the bid and ask price of
such common equity on June 28, 2000 was approximately $43,750,000
The total number of shares of the registrant's common stock, $.05 par value,
outstanding on June 28, 2000 was 10,430,839
Transitional Small Business Disclosure Format: Yes |_| No |X|
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EXPLANATORY NOTE
This amended report is being filed to substitute the information
required in Items 10, 11 and 12 of Part III contained in, and to include the
conformed signature which was inadvertently omitted from, the registrant's Form
10-KSB/A No. 1 filed on July 31, 2000.
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Item 10. Executive Compensation
The following Summary Compensation Table sets forth the compensation
for the named executive officers of Global Capital Partners Inc. ("GCAP") for
the fiscal years ended March 31, 2000, 1999 and 1998. No other executive officer
had total annual salary and bonus during any such period equal to or greater
than $100,000.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term Compensation
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Annual Compensation Awards Payouts
--------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Securities
Name and Principal Other Annual Restricted Underlying LTIP All Other
Position Year Salary Bonus Compensation Stock Awards($) Options/SARs(#) Payouts Compensation
------------------- ---- ------ ----- ------------ --------------- --------------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Martin A. Sumichrast(1) 2000 $ 240,000 $ 120,000 -- -- -- -- --
Chairman, President 1999 $ 175,000 $ -- -- -- 75,000 -- --
and Chief Executive 1998 $ 120,000 $ 20,000 -- -- -- -- --
Officer
Kevin D. McNeil(2) 2000 $ 120,000 $ 5,000 -- -- -- -- --
Chief Financial 1999 $ 75,000 $ 25,000 -- -- 50,000 -- --
Officer, Executive 1998 $ 57,500 $ 17,250 -- -- -- -- --
Vice President of
Finance, Treasurer, and
Secretary
Ralph O. Olson (3) 2000 $ 74,998 -- $ 225,000 -- -- -- --
Vice President, EBI
Securities Corporation
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(1) Mr. Sumichrast became Chairman of the Board, President and Chief
Executive Officer of GCAP in December 1998, and was Vice Chairman of
the Board since March 1997.
(2) Kevin D. McNeil became Executive Vice President and Secretary of GCAP
in December 1998. He continues to serve as Chief Financial Officer and
Treasurer.
(3) Mr. Olson has been a non-officer employee since January 10, 2000. Mr.
Olson is a Vice President of EBI Securities Corporation. On January 26,
2000, Mr. Olson received 44,500 shares of our Common Stock as
compensation for investment banking services provided to GCAP.
</TABLE>
Employment Agreements
Effective as of January 1, 1999, we entered into an employment
agreement with Martin A. Sumichrast which will expire on December 31, 2004, and
will renew for a period of five years following the expiration date, unless
notice to the contrary is given by either party. We also entered into an
employment agreement, effective as of January 1, 1999, with Mr. McNeil, which
will expire on December 31, 2002, unless notice to the contrary is given by
either party. The annual salaries for Mr. Sumichrast and Mr. McNeil were
initially fixed at $240,000 and $120,000, respectively, with any increases in
salary during the term of their respective agreements to be determined by our
Board. Messrs. Sumichrast and McNeil are each eligible to receive a quarterly
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performance bonus of up to 1 percent and 1/4 of 1 percent, respectively, of
total revenue of GCAP in excess of $6,000,000 per quarter. As an inducement for
entering into each of their respective employment agreements, we agreed to sell
200,000 shares and 50,000 shares at $3.50 and $3.00 per share of our Common
Stock, respectively, to Mr. Sumichrast and Mr. McNeil, in exchange for each of
Messrs. Sumichrast and McNeil issuing to GCAP a promissory note in the amount of
$700,000 and $150,000, respectively, each bearing interest at an annual rate of
7 percent, and expiring on January 1, 2004 and January 1, 2002, respectively.
Each employment agreement provides, among other things, for participation in an
equitable manner in any profit-sharing or retirement plan for employees or
executives and for participation in employee benefits applicable to our
employees and executives, as well as for the use of an automobile and other
fringe benefits commensurate with their duties and responsibilities and for
benefits in the event of disability. Pursuant to each such employment agreement,
employment may be terminated by us with cause or by the executive with or
without good reason. Termination by us without cause or by the executive for
good reason would subject us to liability for liquidated damages in an amount
equal to the current salary of the terminated executive as of the date of
termination and a pro rata portion of his prior year's bonus for the remaining
term of the agreement, payable in equal monthly installments, without any
set-off for compensation received from any new employment. In addition, the
terminated executive would be entitled to continue to participate in and accrue
benefits under all employee benefit plans and to receive supplemental retirement
benefits to replace benefits under any qualified plan for the remaining term of
the agreement to the extent permitted by law. Under the employment agreements,
we are obligated to purchase insurance policies on the lives of Messrs.
Sumichrast and McNeil. We will pay the premiums on these policies and would,
upon the death of the employee, receive an amount equal to the premiums paid
under the policy and the remaining proceeds would be paid to the employee's
designated beneficiary. Additionally, we have a $l million key-person life
insurance policy on Mr. Sumichrast and a $500,000 key-person life insurance
policy on Mr. McNeil, in each case with GCAP as the beneficiary.
Option/SAR Grants
During the fiscal year ended March 31, 2000, there were no grants to
any of the named executive officers of directors of options, stock appreciation
rights or similar instruments.
Option/SAR Exercises
The following table provides information on stock options owned by
named executive officers during the fiscal year ended March 31, 2000.
Aggregated Option/SAR Exercises in Last Fiscal Year
And Fiscal Year-End Option/SAR Values
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-The-Money
Value Options/SARs at FY-End Options/SARs at
Shares Acquired Realized (#) Exercisable/ FY-End($) Exercisable/
Name on Exercise (#) ($) Unexercisable Unexercisable
(a) (b) (c) (d) (e)
---------------------------- ------------------ -------------- --------------------------- -----------------------
<S> <C> <C> <C> <C>
Martin A. Sumichrast - - 0/75,000 -
Kevin D. McNeil - - 0/50,000 -
Ralph O. Olson - - - -
</TABLE>
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1996 Stock Option Plan
At our annual meeting of stockholders held on December 10, 1996, the
stockholders approved our 1996 Stock Option Plan, pursuant to which our
officers, employees and directors and certain of our affiliates are eligible to
be granted awards of stock options, stock appreciation rights and/or restricted
stock. Pursuant to its terms, the plan shall be administered by a stock award
committee, or, in the absence of such a committee, by the entire Board having
the plenary authority to grant awards in any combination permitted under the
plan, and to determine the terms and conditions of the awards.
The total number of shares of Common Stock reserved and available to be
awarded under the plan was initially 400,000. The plan was since amended in
December 1997, April 1999 and November 1999 increasing the total number of
shares of Common Stock available under the plan to 600,000, 850,000 and
1,200,000, respectively. Currently, the total number of shares of Common Stock
available under the plan is 1,200,000.
During the fiscal year ended March 31, 2000, options to purchase
295,000 shares of our Common Stock were granted under the 1996 Stock Option
Plan, as amended.
Item 11. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information about shares of our Common
Stock owned as of the Record Date by
o each person known by us to own beneficially more than five percent of GCAP's
Common Stock,
o each of GCAP's officers and directors named on page 5 of this
amendment, and
o all of GCAP's officers and directors as a group.
Except as otherwise noted, the persons named in the table below do not
own any other shares of our capital stock and have sole voting and investment
power with respect to all shares beneficially owned by them. As of the Record
Date, 10,460,839 shares of voting stock were outstanding, consisting solely of
shares of our Common Stock.
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<TABLE>
<CAPTION>
Percentage of
Number of Outstanding
Name and Address (1) Position Held Shares Owned Shares
-------------------------------- ------------------------------------- ---------------------- ----------------
<S> <C> <C> <C>
Martin A. Sumichrast (2) Chairman of the Board, President,
Chief Executive Officer and Director 1,205,000 11.28%
Kevin D. McNeil (3) Executive Vice President,
Secretary, Treasurer and Chief
Financial Officer 160,078 1.51%
Ralph O. Olson Vice President, EBI Securities
Corporation 69,000 *
Dr. Lawrence Chimerine (4) Director 12,500 *
Michael Sumichrast, Ph.D.(4) Director 12,500 *
Paul F. McCurdy Director 0 *
Frank Devine Director 0 *
Belle Holdings, Inc. Stockholder 740,000 6.81%
Reid Breitman (5) Stockholder 1,967,500 18.81%
Corona Corp. Stockholder 1,960,000 18.74%
General Partners Beteiligungs
AG Stockholder 1,128,500 10.79%
All Officers and Directors as
a group (7 persons) 1,654,078 15.04%
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* Less than 1 percent
</TABLE>
(1) Except as otherwise noted, c/o Global Capital Partners Inc.,
6000 Fairview Road, Suite 1410, Charlotte, North Carolina
28210.
(2) Includes (A) 740,000 shares of Common Stock owned by Belle
Holdings, Inc., a Nevada corporation of which Mr. Sumichrast
is sole officer, director and stockholder, (B) 240,000 shares
of Common Stock owned by Mr. Sumichrast directly, (C) 75,000
shares of Common Stock issuable upon the exercise of options
to purchase Common Stock and (D) 150,000 shares of Common
Stock issuable upon the exercise of Class C Warrants to
purchase Common Stock.
(3) Includes (A) 50,000 shares of Common Stock issuable upon the
exercise of options to purchase Common Stock and (B) 57,583
shares issuable upon exercise of Class C Warrants to purchase
Common Stock.
(4) Includes 7,500 shares of restricted Common Stock and 5,000
options to acquire shares of Common Stock.
(5) Includes 1,960,000 shares indirectly owned through Corona
Corp., a corporation of which Mr. Breitman is sole
stockholder, director and officer.
Item 12. Certain Relationships and Related Transactions
See "Executive Officer Compensation--Employment Agreements" on page 2
of this amendment, and see "Executive Officer Compensation-Option/SAR Grants" on
page 3 for information concerning stock option grants to related persons.
Prior to the sale of our European operations, we leased office space
from General Partners Immobielenz (formerly Residenz Realbesitz AG) for our
Vienna operations pursuant to a month-to-month lease. Under the terms of the
lease, we incurred occupancy costs of approximately 1,200,000 Austrian
Schillings (approximately $95,000 USD) in the fiscal year ended March 31, 1999.
This property was sold in early 1999 and has thereafter not been owned by a
related party. The terms of this lease were negotiated such that we were subject
to occupancy expenses no greater than the current market rates. General Partners
Immobielenz is a subsidiary of General Partners Beteiligungs, AG, an Austrian
holding company and the beneficial owner of 1,462,920 shares of our Common
Stock.
During our two most recent fiscal years, we have conducted various
business transactions with General Partners Beteiligungs, AG. As of the December
31, 1998, GCAP was owed $3,787,339 relating to these transactions, which
receivable was transferred in connection with the sale of our European
operations to the purchaser thereof.
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At December 31, 1998, we had a receivable related to securities
transactions from Z.E. Beteiligungs AG, a subsidiary of General Partners
Beteiligungs AG, in the amount of 7,745,600 Austrian Schillings (approximately
$661,000 USD), which receivable was transferred in connection with the sale of
our European operations to the purchaser thereof.
As of December 31, 1998, Z.E. Beteiligungs AG, an approximately 25
percent-owned subsidiary of General Partners Beteiligungs AG, owned
approximately 25 percent of UCP Beteiligungs AG, an Austrian holding company.
UCP Beteiligungs AG, in turn, owns 27.7 percent of a Russian chemical company,
UCP AOOT. Shares of UCP AOOT are listed over-the-counter on the Vienna Stock
Exchange. WMP Bank AG is a market maker in the shares of UCP AOOT on the Vienna
Stock Exchange. As of the close of the sale of our European operations, our
relationship with Z.E. Beteiligungs AG ceased to exist.
On January 1, 1999, Martin A. Sumichrast and Kevin D. McNeil purchased
70,000 and 32,583 Class C Warrants, respectively, from Eastbrokers North
America, Inc., a subsidiary of GCAP, in each case for an amount equal to $0.25
per warrant. The warrants entitle Mr. Sumichrast and Mr. McNeil to each purchase
one share of GCAP Common Stock at a price of $7.00 per share. Payment for the
warrants was in the form of unsecured promissory notes, with one-year terms and
interest accruing at 8 percent. We have extended the terms of the notes for an
additional year.
Effective January 1999, Jay R. Schifferli, a former partner at the law
firm of Kelley Drye & Warren LLP, became a director of GCAP, and effective July
2000, Paul F. McCurdy, also a partner at Kelley Drye & Warren LLP, became a
director of GCAP to fill the vacancy created upon Mr. Schifferli's resignation.
GCAP paid legal fees in the amount of $268,562.71 to Kelley Drye & Warren LLP
during the fiscal year ended March 31, 2000.
In February 1999, Martin A. Sumichrast paid in full a note due in
aggregate principal amount of $300,000 payable to GCAP in connection with his
acquisition in September 1997 of 50,000 shares of GCAP Common Stock.
On April 19, 1999, Mr. Sumichrast and Mr. McNeil purchased 80,000 and
25,000 Class C Warrants, respectively, from Eastbrokers North America, Inc., in
each case for an amount equal to $0.25 per warrant. Each warrant entitles Mr.
Sumichrast and Mr. McNeil to each purchase one share of GCAP Common Stock at a
price of $7.00 per share. Payment for the warrants was in the form of unsecured
promissory notes, with one-year terms and interest accruing at 8 percent. We
have extended the terms of such notes for an additional year.
In order to partially fund our acquisition of Global Capital Markets,
LLC (formerly The JB Sutton Group, LLC) on November 8, 1999, Belle Holdings,
Inc., a Nevada corporation of which Mr. Sumichrast is the sole director, officer
and stockholder, entered into an agreement with GCAP pursuant to which it
purchased 1,000,000 shares of our 10% Convertible Preferred Stock, Series A for
$2.00 per share and a warrant to purchase up to 700,000 shares of GCAP Common
Stock. In connection with these purchases, Mr. Sumichrast received an option to
purchase up to an additional 1,000,000 shares of preferred stock. The preferred
stock was convertible from time to time into shares of GCAP Common Stock on a
1:1 basis. On the same date, Belle Holdings, Inc. entered into an agreement with
Corona Corp., a Nevada corporation, pursuant to which Belle Holdings, Inc. sold
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to Corona Corp. a $1 million note convertible at any time and from time to time
into shares of preferred stock owned by Belle Holdings, Inc. on a .35:1 basis
and a warrant to purchase up to 490,000 shares of our Common Stock. In
connection with this sale, Belle Holdings, Inc. gave Corona Corp. the option to
purchase additional notes on the same terms as the initial $1 million note up to
an aggregate principal amount of $1 million.
On January 10, 2000, Belle Holdings, Inc. partially exercised its
option and purchased 100,000 additional shares of preferred stock and,
simultaneously, Corona Corp. partially exercised its option and purchased an
additional note in the principal amount of $200,000.
As of the date of the purchase agreement between Belle Holdings, Inc.
and GCAP, each share of preferred stock subject to such agreement was entitled
to one (1) vote on all matters submitted to our stockholders for their approval.
As a further inducement to Belle Holdings, Inc. to invest in GCAP, we agreed to
seek stockholder approval to increase the voting power of the preferred stock
from one vote per share to four votes per share in order that the preferred
stock holders would obtain control of approximately 39% of the voting power of
our capital stock entitled to vote on all matters submitted to stockholders for
approval, rather than the approximately 14% of the voting power they would have
had without such approval. These terms were negotiated by Corona Corp., whose
purchase price of the convertible notes was used by Belle Holdings, Inc. to
purchase the preferred stock and warrants under the agreement, as a condition
precedent to the investments by Corona Corp., having contemplated that Mr.
Sumichrast would participate in Belle Holdings, Inc. in order to more fully
align the interests of our management with those of our stockholders. Subsequent
to stockholder approval of the increase in voting power of the preferred stock,
NASDAQ informed us that their listing guidelines prohibit designating any class
of security with a higher voting right than any other class. Additionally,
NASDAQ informed us that pursuant to certain other listing requirements, the
initial $2.00 price per share of our preferred stock had to be increased to
$2.0625 per share, the closing price on November 8, 1999. Accordingly, on
January 31, 2000, we modified our agreement with the holders of, and negotiated
the acceleration of the conversion of all shares of, our preferred stock and the
exercise of all warrants held by Belle Holdings. Inc. In consideration for these
changes, on January 31, 2000 we sold to Belle Holdings, Inc., in exchange for a
$375,000 note due July 1, 2001 and bearing interest at a rate of 8% per annum, a
Class D Warrant to purchase up to 1,500,000 shares of GCAP Common Stock at a
price of $5.50 per share, exercisable as of July 1, 2001 and expiring December
31, 2005. Holders of these warrants have certain anti-dilution protections and
are entitled to piggyback registration rights after July 1, 2001. On the same
date, Belle Holdings, Inc. sold to each of Corona Corp. and a third-party Class
D Warrants to purchase up to 900,000 and 200,000 shares of GCAP Common Stock,
respectively. In further consideration of these changes, on March 31, 2000,
Belle Holdings, Inc. transferred 70,000 shares of Common Stock to Corona Corp.
On March 31, 2000, Corona Corp. exercised the remaining portion of its
option and purchased an additional note in principal amount of $1.8 million. On
this date, Corona Corp. also converted all notes it had purchased from Belle
Holdings, Inc. in aggregate principal amount of $4 million, thereby receiving
1,400,000 shares of preferred stock, converted the 1,400,000 shares of preferred
stock, receiving thereby 1,400,000 shares of Common Stock, and exercised its
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warrant, receiving thereby 490,000 shares of Common Stock. Simultaneously, Belle
Holdings, Inc. exercised the remaining portion of its option and purchased from
GCAP 900,000 shares of preferred stock. On the same date, Belle Holdings, Inc.
converted 600,000 of these shares, receiving thereby 600,000 shares of Common
Stock, transferred the remaining 1,400,000 shares of the preferred stock to
Corona Corp. upon conversion of the $3 million in notes and exercised its
warrant, thereby receiving an additional 210,000 shares of GCAP Common Stock.
On January 26, 2000, Ralph O. Olson, a non-employee officer of GCAP and
a Vice President of its wholly-owned subsidiary EBI Securities Corporation,
received 44,500 shares of Common Stock granted under the 1996 Stock Option Plan,
as amended, as compensation for investment banking services provided to GCAP.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
GLOBAL CAPITAL PARTNERS INC.
(Registrant)
By: /s/ Martin A. Sumichrast July 31, 2000
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Martin A. Sumichrast Date
Chairman, Chief Executive Officer, President and Director
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant has duly caused this amended report to be signed on its behalf by the
undersigned, thereunto duly authorized.
GLOBAL CAPITAL PARTNERS INC.
(Registrant)
By: /s/ Kevin D. McNeil August 24, 2000
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Kevin D. McNeil Date
Executive Vice President, Treasurer, Chief Financial
Officer and Secretary
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