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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
(MARK ONE)
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<S> <C>
|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 UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the transition period from __________ to
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Commission file number 1-13002
AQUIS COMMUNICATIONS GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 22-3281446
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1719A ROUTE 10
SUITE 300
PARSIPPANY, NEW JERSEY 07054
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (973) 560-8000
Securities registered under Section 12(b) of the Securities Exchange Act of
1934:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
Common Stock, $0.01 par value Boston Stock Exchange
Securities registered under Section 12(g) of the Securities Exchange Act of
1934:
Title of Each Class
None
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DOCUMENTS INCORPORATED BY REFERENCE
None.
Summary of Amendment
The purpose of this amendment is to include the information required under
Part III, Items 10-13, of the Annual Report Form 10-K for the Aquis
Communications Group, Inc. (the "Company") period ended December 31, 1999.
2
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
DIRECTORS
The following is a brief description of the business experience of each of
the members of the Board of Directors.
PATRICK M. EGAN has been the Chairman of the Board of the Company since
1999. Mr. Egan has also been the Chairman of the Board and Chief Executive
Officer of Select Security, an electronic security services company, since
November 1997. For approximately 27 years prior thereto, Mr. Egan acted as the
President of the Commonwealth Security Systems, Inc., a major provider of
electronic security services in the mid-Atlantic region.
MICHAEL SALERNO has been the Managing Director of Select Capital
Corporation, an investment management and private equity investment firm, since
July 1996. From June 1995 to July 1996, he was the Chief Financial Officer of
American Future Systems, a privately held publishing company. From November 1989
to June 1995, Mr. Salerno was an officer and director of the predecessor to
Select Capital Corporation. Prior thereto, he was the President of MT&T Capital,
the venture capital and investment banking subsidiary of MT&T Bank Corp., a
large regional bank holding company.
ROBERT DAVIDOFF has served as a director of the Company since its
organization in February 1994. He is currently serving as Managing Director of
Carl Marks & Co., Inc., an investment banking firm, where he has been employed
since June 1950. He is also a general partner of CMNY Capital, L.P., an
investment company founded in March 1962, general partner of CMNY Capital II,
L.P., a small business investment company founded in June 1989, and chairman of
CM Capital Corporation, an investment vehicle which he founded in March 1982,
all of which are affiliated with Carl Marks & Co., Inc. Mr. Davidoff serves on
the Board of Directors of Hubco Exploration, Inc., Marisa Christina Corporation
and Rex Stores Corporation, all of which are publicly held corporations.
JOHN B. FRIELING is the co-founder and has been the Managing Director of
Deerfield Partners, LLC, an investment banking firm, since June 1997. From June
1985 through June 1997, he was a founding member and Vice President of Bariston
Associates, Inc., a Boston-based merchant banking firm. Prior to joining
Bariston Associates, he was an associate in the acquisitions department of
Winthrop Financial Associates. Prior thereto, Mr. Frieling practiced corporate
law specializing in mergers, acquisitions and leverage buyouts. He currently
serves on the Boards of Directors of Touch Technology International, Inc., a
Phoenix-based company that is a leader in transaction processing for smart card
applications, and DC Fabricators, LLC, a New Jersey-based manufacturer of
equipment for use in nuclear submarines.
3
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EXECUTIVE OFFICERS OF THE COMPANY
The following is a brief description of the business experience of each of
the executive officers of the Company who does not serve as a director of the
Company.
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NAME AGE POSITION
<S> <C> <C>
Nick T. Catania 43 President and Chief Executive Officer of the Company
D. Brian Plunkett 43 Vice President and Chief Financial Officer of the Company
Brian M. Bobeck 32 Vice President - Engineering of the Company
David S. Laible 34 Vice President - Sales of the Company
Lynn Szafran 52 Vice President - Operations of the Company
John Hobko 54 Executive Vice President - Sales of Aquis Wireless
Communications, Inc. and Aquis IP Communications, Inc.
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NICK T. CATANIA has been President and Chief Executive Officer of the
Company since January 2000. From January 1995 to July 1998, Mr. Catania served
as President of NationPage, Inc., an FCC licensed facilities-based wireless
provider operating primarily in Eastern Pennsylvania and Central New York. From
July 1998 to December 1999 Mr. Catania pursued personal interests, including
travel throughout the world.
D. BRIAN PLUNKETT served as the Chief Financial Officer, Vice President,
Treasurer and Assistant Secretary of Aquis Communications, Inc. from January 1,
1999 until its merger with the Company, and as Vice President and Chief
Financial Officer of the Company since that time. Prior thereto, he had been the
Chief Financial Officer for NationPage, Inc., from January 1995. For more than
ten years prior thereto, Mr. Plunkett was employed by PageAmerica Group, Inc., a
publicly traded, FCC licensed facilities-based wireless provider where he served
as Vice President of Finance and Principal Accounting Officer. Mr. Plunkett is a
Certified Public Accountant.
4
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BRIAN M. BOBECK has been Vice President - Engineering, of the Company and
its predecessor since January 1999. During 1998, Mr. Bobeck was Director of
Technical Services for Vanguard Cellular. From 1996 to 1998, Mr. Bobeck was
Director of Engineering for NationPage Inc. Prior thereto, Mr. Bobeck was
Operations Manager for C-TEC Corporation, an independent local exchange carrier.
DAVID S. LAIBLE has been Vice President - Sales of the Company and its
predecessor since January 1999. From April 1996 to December 1998, Mr. Liable was
Director of Sales for Bell Atlantic Paging. Prior thereto, Mr. Laible was
Director - Indirect for Bell Atlantic Mobile.
LYNN SZAFRAN has been Vice President - Operations of the Company and its
predecessor since January 1999. Prior thereto, Ms. Szafran was Director ERN for
TelAmerica Media, Inc. a direct response television advertising company.
JOHN HOBKO has been Executive Vice President - Sales of Aquis Wireless
Communications, Inc. and Aquis IP Communications, Inc., wholly-owned
subsidiaries of the Company, since June 15, 1999. Prior to joining the Company,
Mr. Hobko served from November 1997 through June 1999 as President and Chief
Executive Officer of SunStar Communications, which was acquired by the Company
in July 1999. Prior to his services at SunStar Communication, from January, 1996
through November, 1997 Mr. Hobko was a Senior Vice President for Sales and
Marketing with Touch Technologies, a developer of smart cards and was President
and Chief Executive Officer of CSA Inc., which was engaged in smart cards
engineering and development, from September 1994 through November 1997.
5
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ITEM 11. EXECUTIVE COMPENSATION
The following tables sets forth a summary of the compensation paid or
accrued for the fiscal years ended December 31, 1999, 1998 and 1997 by the
Company to or for the benefit of each person who served as chief executive
officer during the fiscal year ended December 31, 1999 and the other executive
officers of the Company whose cash compensation exceeded $100,000 (the "Named
Executive Officers"):
SUMMARY COMPENSATION TABLE
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LONG TERM COMPENSATION
---------------------------------------------------------
AWARDS PAYOUTS
-------------------------------- -----------------
ANNUAL COMPENSATION RESTRICTED
------------------------- STOCK OPTIONS/ ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS AWARD(S)($) SARS(#) COMPENSATION(1)
- --------------------------- ---- ------ ----- ------------ --------- ----------------
<S> <C> <C> <C> <C> <C> <C>
JOHN X. ADILETTA(2) 1999 $222.922 -0- -0- 75,000 $4,949
Former Chief Executive 1998 N/A N/A N/A N/A N/A
Officer 1997 N/A N/A N/A N/A N/A
D. BRIAN PLUNKETT 1999 $141,667 -0- -0- 50,000 -0-
Chief Financial Officer 1998 N/A N/A N/A N/A N/A
1997 N/A N/A N/A N/A N/A
RICHARD J. GIACCHI(3) 1999 $129,647 -0- -0- -0- -0-
Former President and Chief 1998 $171,000 -0- -0- -0- -0-
Executive Officer 1997 $143,000 -0- -0- -0- -0-
BRIAN M. BOBECK 1999 $111,458 -0- -0- 53,500 $3,129
Vice President - Engineering 1998 N/A N/A N/A N/A N/A
1997 N/A N/A N/A N/A N/A
DAVID S. LAIBLE 1999 $111,577 $31,000 -0- 53,500 $3,977
Vice President - Sales 1998 N/A N/A N/A N/A N/A
1997 N/A N/A N/A N/A -0-
LYNN SZAFRAN 1999 $ 92,500 $15,511 -0- 53,500 $2,551
Vice President - Operations 1998 N/A N/A N/A N/A N/A
1997 N/A N/A N/A) N/A N/A
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(1) Represents matching contributors to the Company's 401(k) plan.
(2) Mr. Adiletta served as President and Chief Executive Officer from
March 31, 1999 until November, 1999. Mr. Adiletta brought an
arbitration proceeding against the Company seeking additional payments
under his employment agreement. The Company and Mr. Adiletta have
resolved all issues related to Mr. Adiletta's claim pursuant to a
Settlement Agreement dated as of April 4, 2000.
(3) Mr.Giacchi served as President and Chief Executive Officer until
March 31, 1999. Does not include options to purchase 50,000 shares of
Common Stock granted to Mr. Giacchi in settlement of claims under his
employment agreement subsequent to his resignation as an officer of the
Company.
6
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OPTION GRANTS IN YEAR ENDED DECEMBER 31, 1999
The following stock options were granted to the Named Executive Officers
during the year ended December 31, 1999.
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# of Securities # of Total
Underlying Options Granted Grant Date
Options Granted to Employees in Exercise Price Present Value
Name (#) Fiscal Year (%) Per Share ($/SH) Expiration Date ($)(4)
- -------------------------------------------------------------------------------------------------------
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<S> <C> <C> <C> <C> <C>
John X. Adiletta(5) 355,683 36.3% 1.125 January 4, 2009 364,200
- -------------------------------------------------------------------------------------------------------
75,000 7.1% 1.375 August 31, 2009 93,375
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D. Brian Plunkett 266,762 25.2% 1.125 January 4, 2009 273,150
- -------------------------------------------------------------------------------------------------------
50,000 4.7% 1.375 August 31, 2009 62,250
- -------------------------------------------------------------------------------------------------------
Richard J. Giacchi - - - - -
- -------------------------------------------------------------------------------------------------------
Brian M. Bobeck 53,500 5% 1.00 May 4, 2009 48,850
- -------------------------------------------------------------------------------------------------------
David S. Laible 53,500 5% 1.00 May 4, 2009 48,850
- -------------------------------------------------------------------------------------------------------
Lynn Szafran 53,500 5% 1.00 May 4, 2009 48,850
- -------------------------------------------------------------------------------------------------------
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(4) The valuation method used was the Black-Scholes option pricing model.
The calculations are based on the following factors as of the grant date:
(i) the price of the stock on the date of grant, (ii) a risk-free interest
rate ranging from 4.57% to 5.81% based on grant dates, (iii) no dividend
yield, (iv) volatility of 100%, (v) a weighted average expected life of the
options of nine to ten years, and (vi) no risk of forfeiture.
(5) The Options granted to Mr. Adiletta terminated upon the end of his
service as President and Chief Executive Officer in November, 1999.
Pursuant to a Settlement Agreement between the Company and Mr. Adiletta
dated April 4, 2000, 55,000 of those options were reinstated at an
exercise price of $1.12 per share.
AGGREGATED OPTION EXERCISES IN FISCAL YEAR 1999 AND 1999 FISCAL YEAR-END OPTION
VALUES
The table below sets forth information relating to the exercise of options
during the year ended December 31, 1999 by each Named Executive Officer and the
year-end value of unexercised options.
7
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Value of Unexercised
# of Securities Underlying in-the-money Options at
Unexercised Options at Fiscal Year End ($)
Shares Acquired Fiscal Year End Exercisable/
Name on Exercise (#) Value Realized ($) (#) Exercisable/ Unexercisable
Unexercisable
- ---------------------------------------------------------------------------------------------------------------
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John X. Adiletta None None 0/55,000 0/292,050
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D. Brian Plunkett None None 0/316,762 0/1,669,256
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Richard J. Giacchi None None - -
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Brian M. Bobeck None None 0/53,500 0/
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David S. Laible None None 0/53,500 0/
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Lynn Szafran None None 0/53,500 0/
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EMPLOYMENT ARRANGEMENTS
Effective as of January 4, 2000, the Company entered into an employment
agreement with Nick T. Catania to employ him as President and Chief Executive
Officer of the Company, with annual base compensation of $200,000. In addition,
Mr. Catania was granted ten-year stock options to purchase 900,000 shares of the
Company's common stock, which vest over three years. Of the options, 300,000 are
exercisable at $0.75 per share, 300,000 will be exercisable at the closing price
on January 2, 2001, and the remainder will be exercisable at the closing price
on January 2, 2002. In the event of a change in control in the Company, all
options will immediately vest and will be exercisable at the average exercise
prices of all previously vested options at the time of the change in control.
The employment agreement is for a one-year term, with successive renewal periods
of one-year unless terminated by either the Company or Mr. Catania at least 60
days prior to the scheduled expiration of the agreement.
D. Brian Plunkett, the Company's Chief Financial Officer, entered into
an employment Agreement with BAP Acquisition Corp. in November 1998, pursuant
to which he receives a base salary of $125,000 (subject to a minimum upward
adjustment of 5% annually). Mr. Plunkett is also eligible for such bonus
compensation as may be determined by the Board of Directors from time to
time. The employment agreement terminates on December 31, 2001. In
conjunction with the execution of the Employment Agreement, Mr. Plunkett was
awarded options to purchase BAP Acquisition Corp. common stock, which
options, following the merger of BAP Acquisition Corp. into a subsidiary
of Paging Partners Inc. in March, 1998, now represent the right to purchase
266,762 shares of the Company's common stock. The options vest over a
three-year period from the date of the employment agreement.
Effective as of June 15, 1999, Aquis Communications, Inc., a
wholly-owned subsidiary of the Company, entered into an employment agreement
with John Hobko to employ Mr. Hobko as Executive Vice President - Sales of
Aquis Wireless Communications, Inc. with an annual base salary of $150,000.
In addition, Mr. Hobko entered into a Stock Option and Restriction Agreement
pursuant to which he was granted ten-year options to purchase 53,500 shares
of the Company's common stock, which options vest over three years. The
employment agreement is for a three-year term.
8
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COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION IN COMPENSATION DECISIONS
The Company's Compensation Committee consists of Messers. Frieling and
Salerno, each of which is an independent director of the Company. Except as set
forth below, neither of these individuals had an "interlock" relationship to
report during 1999. During 1999, the Company paid investment banking fees
totaling $316,061 to Deerfield Capital, L.P. and Deerfield Partners, LLC. Mr.
Frieling serves as managing director of Deerfield Partners, LLC, which in turn
serves as general partner of Deerfield Capital, L.P.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") requires the Company's officers and directors, and persons who
own more than ten percent (10%) of a class of the Company's equity securities
registered under the Exchange Act to file reports of ownership on Form 3 and
changes in ownership on Form 4 or 5 with the Securities and Exchange Commission
(the "SEC"). Such officers, directors and ten percent (10%) stockholders are
also required by SEC rules to furnish the Company with copies of all forms that
they file pursuant to Section 16(a). Based solely on its review of copies of
forms filed pursuant to Section 16(a) of the Exchange Act, and written
representations from certain reporting persons, the Company believes that all
Section 16(a) filing requirements during the fiscal year ended December 31, 1999
applicable to the Company's officers, directors and ten percent (10%)
stockholders were complied with in a timely fashion them, except for certain
reports, which include: Messrs. Egan, Frieling and Salerno failed to timely file
a Form 4 and a Form 5 in connection with the grant of stock and stock options to
them in December 1999.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of April 12, 2000, information with
respect to the securities holdings of all persons which the Company, pursuant to
filings with the Securities and Exchange Commission, has reason to believe may
be deemed the beneficial owners of more than five percent (5%) of the Company's
outstanding Common Stock. Also set forth in the table is the beneficial
ownership of all shares of the Company's outstanding stock, as of such date, of
all officers and directors, individually and as a group.
9
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<TABLE>
<CAPTION>
Shares Owned Percentage of
Beneficially and Outstanding
Name and Address of Record (1) Shares
- ----------------- ------------------- ----------------
<S> <C> <C>
Patrick M. Egan........................................... 1,145,722(2) 6.6%
c/o Select Security, Inc.
1706 Hempstead Road
Lancaster, PA 17601
Select Paging Investors, L.P. (2)......................... 2,056,293 11.9%
4718 Old Gettysburg Road
Mechanicsburg, PA 17055
Michael Salerno........................................... 2,151,861(3) 12.5%
c/o Select Paging Investors, L.P.
4718 Old Gettysburg Road
Mechanicsburg, PA 17055
John B. Frieling (4)...................................... 1,450,427 8.3%
c/o Deerfield Capital, L.P.
20 North Main Street, Suite 120
Sherborn, MA 01770
Deerfield Partners, LLC. (5).............................. 1,425,427 8.3%
20 North Main Street, Suite 120
Sherborn, MA 01770
Deerfield Capital, LP. (6)................................ 1,086,703 6.4%
20 North Main Street, Suite 120
Sherborn, MA 01770
Robert Green.............................................. 1,289,351 7.5%
c/o Robert Green Communications, Inc.
210 West Market Street
Pottsville, PA 17901
Robert Davidoff 217,672(7) 1.3%
Carl Marks & Co., Inc.
135 East 57th Street
New York, New York 10022
Nick T. Catania........................................... -- (8) --
c/o Aquis Communications Group, Inc.
1719A Route 10, Suite 300
Parsippany, NJ 07054
D. Brian Plunkett......................................... 105,589 (9) *
c/o Aquis Communications Group, Inc.
1719A Route 10, Suite 300
Parsippany, NJ 07054
</TABLE>
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<TABLE>
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Shares Owned Percentage of
Beneficially and Outstanding
NAME AND ADDRESS of Record (1) Shares
------------------- ----------------
<S> <C> <C>
John Hobko 55,000 (10) *
c/o Aquis IP Communications, Inc.
5201 W. Kennedy Blvd., Suite 915
Tampa, FL 33609
Brian M. Bobeck........................................... 53,500 (11) ---
c/o Aquis Communications Group, Inc.
1719A Route 10, Suite 300
Parsippany, NJ 07054
David S. Laible........................................... 53,500 (11) ---
c/o Aquis Communications Group, Inc.
1719A Route 10, Suite 300
Parsippany, NJ 07054
Lynn Szafran.............................................. 53,500 (11) *
c/o Aquis Communications Group, Inc.
1719A Route 10, Suite 300
Parsippany, NJ 07054
All Directors and Officers as a group (10 persons)........ 5,286,711 30.2%
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(1) The securities "beneficially owned" by an individual are determined in
accordance with the definition of "beneficial ownership" set forth in the
regulations promulgated under the Securities Exchange Act of 1934, and,
accordingly, may include securities owned by or for, among others, the
spouse and/or minor children of an individual and any other relative who
has the same home as such individual, as well as, other securities as to
which the individual has or shares voting or investment power or which each
person has the right to acquire within 60 days through the exercise of
options or otherwise. Beneficial ownership may be disclaimed as to certain
of the securities. This table has been prepared based on 17,856,878 shares
of Common Stock outstanding as of April 12, 2000.
(2) Includes 25,000 shares of Common Stock issuable upon the exercise of vested
options. Excludes the shares beneficially owned by Deerfield Partners LLC
("Deerfield Partners"), in which Mr. Egan has a 4% equity interest.
(3) Includes 95,568 shares held of record by Mr. Salerno and 25,000 shares of
Common Stock issuable upon exercise of vested options. Mr. Salerno is the
Managing Director of Select Capital, Inc., which is turn is the general
partner of Select Paging Investors, L.P. Mr. Salerno disclaims beneficial
ownership of the 2,056, 293 shares of Common Stock owned by Select Paging
Investors, L.P.
(4) Includes 25,000 shares of Common Stock issuable upon exercise of vested
options. Mr. Frieling is the Managing Director of Deerfield Partners,
which in turn is the general partner of Deerfield Capital, L.P.
("Deerfield Capital" and together with Deerfield Partners, the
"Deerfield Entities"). Deerfield Partners is the record holder of
282,303 shares and Deerfield Capital is the record holder of 780,280
shares. Also includes 362,844 shares owned by Sunstar One, L.L.C. which
the Deerfield Entities have the right to acquire. Mr. Frieling disclaims
any beneficial ownership of the shares of Common Stock owned by the
Deerfield Entities.
11
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(5) Includes 282,303 shares held of record by Deerfield Partners, LLC and
780,280 shares held of record by Deerfield Capital, L.P., of which
Deerfield Partners LLC is general partner. Also includes 362,841 shares
owned by Sunstar One, L.L.C. and which the Deerfield Entities have the
right to acquire.
(6) Includes 780,280 shares held of record by Deerfield Capital, L.P. and
306,423 shares held of record by Sunstar One, L.L.C. which Deerfield
Capital, L.P. has the right to acquire.
(7) Includes 75,088 shares held of record and 117,584 shares held of record
by CMNY Capital II, L.P., an entity in which Mr. Davidoff is a partner.
Mr. Davidoff disclaims beneficial ownership of the shares owned by CMNY
Capital II, L.P. Also includes 25,000 issuable pursuant to options.
(8) Does not include options to purchase 900,000 shares of Common Stock which
have not vested.
(9) Includes options to purchase 105,589 shares of Common Stock. Does not
include options to purchase 211,173 shares of Common Stock which have not
vested.
(10) Does not include 53,500 shares issuable pursuant to options which have not
yet vested.
(11) Includes options to purchase 53,500 shares of Common Stock.
(*) Less than 1%.
- -----------------------
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Deerfield Capital, LP, of which Mr. Frieling is a principal, and
Deerfield Partners, LLC, of which Mr. Frieling is Managing Director, provided
investment banking services to the Company in connection with certain of its
completed and proposed acquisitions. During 1999, Deerfield Capital and
Deerfield Partners were paid a total of $316,061 in fees for such services.
12
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SIGNATURES
Pursuant to the requirements of Section 13 and 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to its
Annual Report on Form 10-K to be signed on its behalf by the undersigned,
thereunto duly authorized.
Dated: April 28, 2000
AQUIS COMMUNICATIONS GROUP, INC.
(Registrant)
By: /s/ NICK T. CATANIA
------------------------------
Nick T. Catania, President
13
