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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC. 20549
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Amendment No. 1 to
Annual Report on Form 10-K
on Form 10-K/A
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MARK ONE ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
[X] SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED OCTOBER 31, 1998
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 0-22636
CANMAX INC.
(Exact name of registrant as specified in its charter)
Wyoming 75-2461665
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State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization
150 W. CARPENTER FRWY.
IRVING, TEXAS 75039
(Address of principal executive offices)
(Zip Code)
972-541-1600
(Registrant's telephone number, including area code)
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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:
Title of each class
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Common Stock, without par value
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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 the past 90 days. Yes X No
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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 amount to this Form 10-K or any amount to this Form 10-K. [ ]
As of January 26, 1999, 6,611,005 shares of Common Stock were
outstanding. The aggregate market value of the 4,546,543 shares of Common
Stock held by non-affiliates of Canmax Inc. as of such date was approximately
$1,369,663 using the beneficial ownership rules adopted pursuant to Section
13 of the Securities Exchange Act of 1934 to exclude stock that may be
beneficially owned by directors, executive officers or ten percent
stockholders, some of whom might not be held to be affiliates upon judicial
determination.
DOCUMENTS INCORPORATED BY REFERENCE
Part III of this Annual Report incorporates by reference information
contained in the Proxy Statement for the Annual Meeting of Stockholders of
Canmax Inc. to be filed with the Securities and Exchange Commission on or
before March 1, 1999.
EXPLANATORY NOTE
This Form 10-K/A amends Exhibit 23.2 of the Annual Report on Form 10-K
for the year ended October 31, 1998 to correct a typographical error in the
date of the financial statements covered by the accountant's consent set
forth therein. Exhibit 23.2 of the Form 10-K is being refiled with the
Commission by this Form 10-K/A.
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PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(A) (3) EXHIBITS
The following is a list of all exhibits filed with this Form 10-K,
including those incorporated by reference.
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<CAPTION>
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
<S> <C>
2.1 Agreement and Plan of Merger dated as of January 30, 1998, among
Canmax Inc., CNMX MergerSub, Inc. and USCommunications Services,
Inc. (filed as Exhibit 2.1 to Form 8-K dated January 30, 1998 (the
"USC 8-K"), and incorporated herein by reference)
2.2 Rescission Agreement dated June 15, 1998 among Canmax Inc., USC
and former principals of USC (filed as Exhibit 10.1 to Form 8-K
dated January 15, 1998 (the "USC Rescission 8-K"), and
incorporated herein by reference).
2.3 Asset Purchase Agreement by and among Affiliated Computed
Services, Inc., Canmax and Canmax Retail Systems, Inc. dated
September 3, 1998 (filed as Exhibit 10.1 to Canmax's Form 8-K
dated December 7, 1998 and incorporated herein by reference)
3.1 Articles of Incorporation of Canmax (filed as Exhibit 3.01 to
Canmax's Registration Statement on Form 10, File No. 0-22636 (the
"Form 10"), and incorporated herein by reference)
3.2* Amended and Restated Bylaws of Canmax
3.3* Certificate of Incorporation of ARDIS Telecom and Technologies, Inc.
3.4* Bylaws of ARDIS Telecom and Technologies, Inc.
4.1 Registration Rights Agreement between Canmax and the Dodge Jones
Foundation (filed as Exhibit 4.02 to Canmax's Quarterly Report on
Form 10-Q for the period ended April 30, 1997 and incorporated
herein by reference)
4.2 Registration Rights Agreement between Canmax and Founders Equity
Group, Inc. (filed as Exhibit 4.02 to Canmax's Quarterly Report on
Form 10-Q for the period ended April 30, 1997 and incorporated
herein by reference)
4.3* Amended Stock Option Plan
10.1 Master Agreement for Computer Software Development, License and
Maintenance between CRSI and The Southland Corporation (filed as
Exhibit 10.05 to the Form 10 and incorporated herein by reference)
10.2** Software Development Agreement dated July 1, 1996 between NCR
Corporation and CRSI (filed as Exhibit 10.09 to Canmax's Annual
Report on Form 10-K for the period ended October 31, 1996)
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10.3 Office Building Lease between Canmax and Commercial Properties
Inc. (filed as Exhibit 10.3 to Canmax's Registration Statement on
Form S-3, File No. 333-33523 (the "Form S-3"), and incorporated
herein by reference)
10.4 Employment Agreement, dated June 30, 1997 between Canmax Retail
Systems, Inc. and Roger Bryant (filed as Exhibit 10.4 to the Form
S-3 and incorporated herein by reference)
10.5 Employment Agreement, dated June 30, 1997 between Canmax Retail
Systems, Inc. and Debra L. Burgess (filed as Exhibit 10.6 to the
Form S-3 and incorporated herein by reference)
10.6 Amendment No. 3 to Master Agreement for Computer Software
Development, License and Maintenance dated October 31, 1997 between
Canmax Retail Systems, Inc. and The Southland Corporation (filed as
Exhibit 10.7 to the Form S-3 and incorporated herein by reference)
10.7 Convertible Loan Agreement by and between Canmax Inc. and Canmax
Retail Systems, Inc. as Co-Borrowers and Founders Equity Group,
Inc. and Founders Mezzanine Investors III, LLC as Lenders dated
December 15, 1997 (filed as Exhibit 10.8 to Canmax's Annual
Report on Form 10-K for the year ended October 31, 1997 (the
"1997 Form 10-K") and incorporated herein by reference)
10.8 Security Agreement between Canmax Inc. and Canmax Retail Systems,
Inc. as Co-Borrowers and Founders Equity Group, Inc. and Founders
Mezzanine Investors III, LLC as Lenders dated December 15, 1997
(filed as Exhibit 10.9 to the 1997 Form 10-K and incorporated
herein by reference)
10.9 Canmax Inc. and Canmax Retail Systems, Inc. 10.00% Senior Secured
Convertible Debenture No. 1 (filed as Exhibit 10.10 to the 1997
Form 10-K and incorporated herein by reference)
10.10 Canmax Inc. and Canmax Retail Systems, Inc. 10.00% Senior Secured
Convertible Debenture No. 2 (filed as Exhibit 10.11 to the 1997
Form 10-K and incorporated herein by reference)
10.11 Loan commitment letter dated February 11, 1998, between Canmax
Inc. and Canmax Retail Systems, Inc. as Borrowers and Founders
Equity Group, Inc. and Founders Mezzanine Investors III, LLC as
Lenders (filed as Exhibit 10.18 to the 1997 Form 10-K and
incorporated herein by reference)
10.12 Amendment No. 1 to First Restated Convertible Loan Agreement
dated December 11, 1998 among Canmax, Canmax Telecom, Inc. and
Founders Equity Group, Inc. as agent (filed as Exhibit 10.2 to
Canmax Form 8-K dated December 7, 1998 and incorporated herein by
reference).
10.13 Restated Promissory Note dated June 15, 1998 from USC to Canmax
Telecom, Inc. (filed as Exhibit 10.2 to the USC Rescission Form
8-K and incorporated herein by reference)
10.14 Security Agreement dated June 15, 1998 from USC for the benefit
of Canmax Telecom, Inc. (filed as Exhibit 10.3 to the USC
Rescission Form 8-K and incorporated herein by reference)
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10.15 Guaranty dated June 15, 1998 executed by Delia O'Donnell for the
benefit of Canmax Telecom, Inc. (filed as Exhibit 10.4 to the USC
Rescission Form 8-K and incorporated herein by reference)
10.16 Guaranty dated June 15, 1998 executed by Alan Anderson, trustee,
for the benefit of Canmax Telecom, Inc. (filed as Exhibit 10.5 to
the USC Rescission Form 8-K and incorporated herein by reference)
10.17 Pledge Agreement executed by Delia O'Donnell and Alan Anderson,
as trustee, for the benefit of Canmax Telecom, Inc. (filed as
Exhibit 10.6 to the USC Rescission Form 8-K and incorporated
herein by reference)
10.18 Guaranty date June 15, 1998 executed by James C. Bernet for the
benefit of Canmax Telecom, Inc. (filed as Exhibit 10.7 to the USC
Rescission Form 8-K and incorporated herein by reference)
10.19*** Debit Telecommunications Services Agreement dated August 4, 1998
between PT-1 Communications, Inc., Canmax Telecom, Inc. and
Canmax Inc.
10.20* Commercial Lease Agreement between Jackson - Shaw/Jetstar
Tri-star Limited Partnership and Canmax.
11.1* Statement re: Computation of earnings per share
21.1* Subsidiaries of the Registrant
23.1* Consent of Independent Auditors (King Griffin & Adamson, P.C.)
23.2**** Consent of Ernst & Young, LLP
27.1* Financial Data Schedule
27.2* Restated Financial Data Schedule
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* Previously filed.
** Portions of this Exhibit were omitted and have been filed separately with
the Secretary of the Commission pursuant to Canmax's Application requesting
confidential treatment under Rule 406 under the Securities Act of 1933, as
amended.
*** Previously filed; however portions of this Exhibit have been omitted and
filed separately with the Secretary of the Commission pursuant to Canmax's
Application requesting confidential treatment under Rule 24b-2 under the
Securities Exchange Act of 1934, as amended.
**** Filed herewith.
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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
in its behalf by the undersigned thereunto duly authorized.
Canmax Inc.
Date: February 5, 1999
By: /s/ Debra L. Burgess
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Debra L. Burgess
Executive Vice President and
Chief Financial Officer
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Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 333-23313) pertaining to the Canmax Inc. Stock Option Plan and
the Registration Statement (Form S-3 No. 333-33523) pertaining to 863,364
shares of Canmax, Inc. common stock, of our report dated December 18, 1997,
with respect to the consolidated financial statements of Canmax Inc. included
in the Annual Report (Form 10-K) for the year ended October 31, 1998.
/s/ Ernst & Young LLP
Ernst & Young LLP
Dallas, Texas
January 29, 1999
