UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-KSB/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT
OF 1934 for the fiscal year ended July 31, 1995
[ ] 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 1-12726
WIZ TECHNOLOGY, INC.
(Name of small business issuer in its charter)
Nevada 33-0560855
(State or other jurisdiction of (I.R.S. Employer Identification)
incorporation or organization)
32951 Calle Perfecto, San Juan Capistrano 92675
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (714) 443-3000
Securities Registered Pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
Common Stock, $.001 par value American Stock Exchange - Emerging
Company Marketplace
Securities Registered Pursuant to Section 12(g) of the Act: None
Check whether the issuer (1) 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
Check if there is no disclosure of delinquent filers pursuant to Item
405 of Regulation S-B is not contained
herein, 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. [X]
The revenues of the Issuer for the fiscal year ended July 31, 1995 were
$3,680,634.
The aggregate market value of the voting shares held by non-affiliates
of the Registrant, based upon the closing sale price of Registrant's Common
Stock on October 4, 1995 of $4-5/16, was $13,718,325. Common Stock held by each
officer and director of the Issuer 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.
The number of outstanding shares of the Registrant's common shares as
of October 4, 1995 was 8,058,111.
DOCUMENTS INCORPORATED BY REFERENCE: None.
Transitional Small Business Disclosure Format Yes No X
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PART III
Item 12. Certain Relationships and Related Transactions
On July 31, 1992, Mar-Jeanne and Arthur Tendler, officers and
directors, loaned $185,000 to the Company at 8% interest due August 1, 1993. In
July 1993 the interest rate on the loan was increased to 10% and the maturity of
the loan was extended so that $75,000 was due on or before December 31, 1993,
and the remainder was due on July 31, 1994. The due date of the remainder of the
loan payable to the Tendlers was extended to June 30, 1995. Interest of $17,618
and $15,869 accrued, respectively, in fiscal 1995 and 1994. The loan was repaid
in July 1995 as described in the following paragraph.
In June and July 1994 the Company loaned to Mar-Jeanne and Arthur
Tendler $200,000 and to Bruce Gilgen loaned $32,988 at a rate of 5% per annum.
$25,000 of Mr. Gilgen's debt is represented by a promissory note and the balance
is additional borrowings and accrued interest. As of July 31, 1995, the amount
owed by the Tendlers, including accrued interest, was $210,930. This loan was
paid by the cancellation of debt owed by the Company described in the foregoing
paragraph to the Tendlers in the amount of $182,741, and the payment by Mr.
Tendler of $28,189 in cash for a total of $210,930 including interest. Mr.
Gilgen's note is due June 5, 1996.
In fiscal 1995 the Company exchanged prepaid legal fees on behalf of
Mar-Jeanne and Arthur Tendler in the amount of $69,596 and in return the
Tendlers executed a promissory note in favor of the Company due July 31, 1996.
This note is non-interest bearing.
In August 1992, the Company adopted the 1992 Stock Option Plan, under
which plan three year non-qualified options to purchase 100,000 shares at $1.50
per share were granted to each of Mar-Jeanne Tendler, Arthur Tendler, and Bruce
Gilgen. These options were extended until August 1997. In fiscal 1994, the
Company granted, under the 1992 Stock Option Plan options, to purchase 100,000
shares at a price of $3.00 per share, to each of Mar-Jeanne Tendler, Art
Tendler, and Bruce Gilgen. In each of fiscal 1995 and 1996, the Company granted,
outside the 1992 Stock Option Plan, three-year options to each of these persons
to purchase 100,000 shares at a price of $3.00 and $3.25 per share,
respectively. No options have been exercised to date.
On August 10, 1991, the parents of Mar-Jeanne Tendler, Gerson and
Elaine Lacoff, loaned $15,000 to the Company with interest at 10% for working
capital. At the option of the holder, accrued interest and principal are
convertible into shares of Common Stock at a price of $1.50 per share. An
additional $5,000 and $60,000 were loaned on October 24, 1992 and December 30,
1992 respectively on the same terms. The three loans have been consolidated into
a single promissory note in the amount of $80,000 payable on demand or
convertible into 53,333 shares of Common Stock at the option of the holder, with
interest payments due on the first day of each calendar quarter. The Company
issued 10,000 additional shares in connection with the making of these loans.
Interest of $8,667 and $7,739 was incurred in the years ended July 31, 1995 and
1994, respectively.
On April 1, 1994, the Company entered into a consulting agreement (the
"Consulting Agreement") with Stuart Wertzberger, pursuant to which Mr.
Wertzberger will be employed by the Company as a consultant at the rate of
$4,000 per month for 25 months. Mr. Wertzberger will also receive, pursuant to a
covenant not to compete for a term of 36 months described in the Consulting
Agreement, 200,000 shares of the Company's Common Stock at the rate of 5,556
shares per month. In order to provide for the release of shares to Mr.
Wertzberger, the Company and Mr. Wertzberger entered into a trust agreement,
also dated April 1, 1994.
Effective April 1, 1995, the Company entered into a two-part agreement
with an unrelated third party to provide financial and investor relations advice
to the Company in exchange for 75,000 shares of the Company's unregistered
common stock. Due to the restrictions on the access and salability of the
shares, the Company discounted the value of the shares by 30%. Under the first
part of the agreement, 50,000 shares represented compensation for services to be
rendered from April 1, 1995 to April 30, 1997. As of July 31, 1995, $66,150 of
services not yet rendered was included in services receivable for common stock
issued. Under the second part of the agreement, 25,000 shares represented
consideration under a covenant not to compete for the three-year period ending
March 31, 1997. Those shares will remain restricted until the end of the term.
The covenant not to compete
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is being amortized using the straight-line method over the three-year term of
the agreement. Amortization expense related to this covenant for the year ended
July 31, 1995 was $4,375.
On August 8, 1994, the Company loaned to James M. Duarte, legal counsel
to the Company, $150,000 (the "Loan"), payable at a rate of $25,000 per month,
with no interest, commencing 30 days from the date of registration with the
Securities and Exchange Commission of Mr. Duarte's 186,364 shares of Common
Stock, provided such registration occurred not later than October 31, 1994. As
consideration for the Loan and subsequent loans in the amount of $175,000 for a
total of $325,000, Mr. Duarte agreed to sell not more than 50,000 shares per
month unless otherwise consented by the Company. Said limitation on the number
of shares sold by Mr. Duarte was not to apply, however, if the price of the
Company's Common Stock increased to $5.00 per share or decreased to $1.50 per
share or if the stock was not registered and freely tradeable by October 31,
1994. The shares were not registered by October 31, 1994. The Loan was
collateralized by Mr. Duarte's pledge of 100,000 shares of the Company and was
repaid by December 1995 by an unrelated third party who acquired the shares from
Mr. Duarte.
The Company has a $100,000 certificate of deposit at Mariners Bank,
which collaterlizes a personal
obligation of Mar-Jeanne and Arthur S. Tendler. The underlying obligation is
due in February 1997.
Mr. Woods was elected to the board of Directors in March 1996 in
connection with the acquisition of Q&A
Sales Marketing, Inc. Mr. Woods is Chairman and C.E.O. of Digital Systems
Research Inc., which was the majority
shareholder of Q&A Sales Marketing, Inc.
Management believes the terms of the foregoing transactions were no
less favorable to the Company than would have been obtained from independent
third parties for similar transactions.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant caused this amended report to be signed on its behalf by
the undersigned, thereunto duly authorized, on October 30, 1996.
WIZ TECHNOLOGY, INC.
By: /s/ M. J. Tendler
M. J. Tendler
Chief Executive Officer
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