U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-KSB
"Amendment #1"
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [Fee Required]
For the fiscal year ended March 31, 1996
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [No Fee Required]
For the transition period from ...............to.................
Commission file number 0000-23710
Micro-Integration Corp.
(Name of small business issuer in its charter)
Delaware 06-1204847
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Science Park
Frostburg, MD 21532
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: 301-689-0800
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act: Common Stock,
$.01 Par Value
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.[ ]
Issuer's revenues for its most recent fiscal year: $7,784,016
The aggregate market value of the voting stock held by non-affiliates of
the registrant on June 1, 1996 was approximately $5,088,833 (based on the price
at which the stock was sold on that date).
The number of shares outstanding of the issuer's classes of common stock as
of June 1, 1996: Common Stock, $.01 Par Value -- 2,394,745 shares
Number of shares outstanding of each of the issuer's classes of common
equity, as of June 15, 1996-- 2,394,745.
DOCUMENTS INCORPORATED BY REFERENCE
(1) Definitive Proxy Statement for 1996 Annual Meeting of Stockholders --
Items 9, 10, 11, and 12.
Transitional Small Business Disclosure Format (check one): Yes[ ] No[X]
<PAGE>
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.
Dated June 30, 1996 REGISTRANT:
Micro-Integration Corp.
By: /s/ John A. Parsons
--------------------------------------
John A. Parsons
President, Chairman of the Board,
and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
By: /s/ John A. Parsons June 30, 1996
------------------------------------------
John A. Parsons
President, Chairman of the Board,
and Chief Executive Officer
(principal executive officer)
By: /s/ Christopher J. Burgess June 30, 1996
------------------------------------------
Christopher J. Burgess
Vice President, Finance and Administration
and Chief Financial Officer
(principal financial and accounting officer)
By: /s/ Maxwell F. Eveleth, Jr. June 30, 1996
------------------------------------------
Maxwell F. Eveleth, Jr.
Director
By: /s/ Wayne M. Lee June 30, 1996
------------------------------------------
Wayne M. Lee
Director
By: /s/ W. Braun Jones, Jr. June 30, 1996
------------------------------------------
W. Braun Jones, Jr.
Director
<PAGE>
EXHIBIT INDEX
-------------
Exhibit Page
Number Description of Document Number
- ------ ----------------------- ------
3(ii).1 Amended and Restated Bylaws of Micro-Integration Corp.,
filed as Exhibit 3(ii).1 to the Company's Registration
Statement on Form SB-2, Registration No. 33-72752, is hereby
incorporated by reference.
4.1 Article IV of the Restated Certificate of Incorporation of
Micro-Integration Corp., filed as Exhibit 4.1 to the
Company's Registration Statement on Form SB-2, Registration
No. 33-72752, is hereby incorporated by reference.
4.2 Form of Common Stock Certificate, filed as Exhibit 4.2 to
Amendment No. 1 to the Company's Registration Statement on
Form SB-2, Registration No. 33-72752, is hereby incorporated
by reference.
4.3 Form of Underwriter's Warrant, filed as Exhibit 4.3 to
Amendment No. 1 to the Company's Registration Statement on
Form SB-2, Registration No. 33-72752, is hereby incorporated
by reference.
10.1 Micro-Integration Corp. Employee Savings and Stock Ownership
Plan, filed as Exhibit 10.1 to the Company's Registration
Statement on Form SB-2, Registration No. 33-72752, is hereby
incorporated by reference.
10.2 1994 Stock Plan of Micro-Integration Corp., filed as Exhibit
10.2 to the Company's Registration Statement on Form SB-2,
Registration No. 33-72752, is hereby incorporated by
reference.
10.3 Agreement between Micro-Integration Corp., Micro-Integration
Europe n.v. and Gabor Weiner entered into September 28,
1990, filed as Exhibit 10.3 to the Company's Registration
Statement on Form SB-2, Registration No. 33-72752, is hereby
incorporated by reference.
10.4 Agreement between Micro-Integration Corp. and Gabor Weiner
entered into on September 28, 1990, filed as Exhibit 10.4 to
the Company's Registration Statement on Form SB-2,
Registration No. 33-72752, is hereby incorporated by
reference.
10.5 Amendment to Agreements between Micro-Integration Corp.,
Micro-Integration Europe n.v., and Gabor Weiner, entered
into on March 21, 1994, filed as Exhibit 10.5 to the
Company's Registration Statement on Form SB-2, Registration
No. 33-72752, is hereby incorporated by reference.
10.6 Contract of Sale made on August 23, 1995 between CCSAC
Federal Credit Union and Micro-Integration Corp., filed as
Exhibit 10.6 to the Company's Registration Statement on Form
SB-2, Registration No. 33-72752, is hereby incorporated by
reference.
10.7 Agreement made as of May 20, 1993 between Micro-Integration
Corp. and Lashley Construction, Inc., filed as Exhibit 10.7
to the Company's Registration Statement on Form SB-2,
Registration No. 33-72752, is hereby incorporated by
reference.
10.8 Contract of sale made on September 16, 1992 between
Micro-Integration Corp., Cumberland Allegany County
Industrial Foundation and the Board of County
<PAGE>
Commissioners of Allegany County, Maryland, filed as Exhibit
10.8 to the Company's Registration Statement on Form SB-2,
Registration No. 33-72752, is hereby incorporated by
reference.
10.9 Promissory Note dated September 24, 1993 payable to
Micro-Integration Corp. to the Board of Commissioners of
Allegany County, Maryland or order, filed as Exhibit 10.9 to
the Company's Registration Statement on Form SB-2,
Registration No. 33-72752, is hereby incorporated by
reference.
10.10 Promissory Note dated September 24, 1993 payable by
Micro-Integration Corp. to the order of the Board of County
Commissioners of Allegany County, Maryland, filed as Exhibit
10.10 to the Company's Registration Statement on Form SB-2,
Registration No. 33-72752, is hereby incorporated by
reference.
10.11 Revolving Note Agreement dated May 17, 1993 by and between
Micro-Integration Corp. and The First National Bank of
Maryland, filed as Exhibit 10.11 to the Company's
Registration Statement on Form SB-2, Registration No.
33-72752, is hereby incorporated by reference.
10.12 Business Promissory Note dated September 22, 1993 payable by
Micro-Integration Corp. to the order of The First National
Bank of Maryland, filed as Exhibit 10.12 to the Company's
Registration Statement on Form SB-2, Registration No.
33-72752, is hereby incorporated by reference.
10.13 Agreement and Plan of Reorganization made in April 1986 by
and among Micro-Integration Corp., Micro-Integration Inc.,
John A. Parsons, i.e. Systems, Inc. and the Stockholders
named therein, filed as Exhibit 10.14 to the Company's
Registration Statement on Form SB-2, Registration No.
33-72752, is hereby incorporated by reference.
10.14 Indemnification Agreements between Micro-Integration Corp.
and its directors and officers, filed as Exhibit 10.14 to
the Company's Form 10-KSB for the year ended March 31, 1996,
is hereby incorporated by reference.
11.1 Statement of computation of per share earnings.
21.1 Subsidiaries of Micro-Integration Corp.
23.1 Consent of Independent Accountants.
27.0 Financial data sheet.
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<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-mos
<FISCAL-YEAR-END> Mar-31-1996
<PERIOD-END> Mar-31-1996
<CASH> 460,874
<SECURITIES> 1,000,000
<RECEIVABLES> 1,446,454
<ALLOWANCES> 145,616
<INVENTORY> 933,522
<CURRENT-ASSETS> 3,936,770
<PP&E> 3,294,279
<DEPRECIATION> 1,149,678
<TOTAL-ASSETS> 6,614,825
<CURRENT-LIABILITIES> 700,160
<BONDS> 0
0
0
<COMMON> 25,155
<OTHER-SE> 4,660,315
<TOTAL-LIABILITY-AND-EQUITY> 6,614,825
<SALES> 7,784,016
<TOTAL-REVENUES> 7,784,016
<CGS> 2,471,761
<TOTAL-COSTS> 2,471,761
<OTHER-EXPENSES> 5,952,597
<LOSS-PROVISION> 152,339
<INTEREST-EXPENSE> 111,533
<INCOME-PRETAX> (835,418)
<INCOME-TAX> (34,169)
<INCOME-CONTINUING> (801,249)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (801,249)
<EPS-PRIMARY> (0.33)
<EPS-DILUTED> (0.33)
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