<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the fiscal year ended December 31, 1996
Commission File Number 0-24326
OVID TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)
Delaware 13-3333107
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
333 Seventh Avenue, New York, New York 10001
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 563-3006
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value.
(Title of each class)
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 for the past 90 days. YES X NO
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 amendment to
this Form 10-K. [ X ]
Aggregate market value of the Registrant's Common Stock held by non-affiliates
at March 5, 1997 (based on the closing sale price for such shares on March 5,
1997 as reported by the NASDAQ Stock Market's National Market and the
assumption for this computation only that all directors and executive officers
of the Registrant are affiliates): $6,557,478.
Common Stock outstanding as of March 5, 1997: 5,957,798 shares
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the Registrant's definitive Proxy Statement relating to the
Registrant's Annual Meeting of Stockholders are incorporated by reference into
Part III of this Report.
1
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.
OVID TECHNOLOGIES, INC.
(Registrant)
By: /s/ Mark L. Nelson
-----------------------------------
(Mark L. Nelson)
(President)
March 29, 1997
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, this report has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Mark L. Nelson President, March 29, 1997
- ------------------ Chief Executive Officer
(Mark L. Nelson) (Principal Executive Officer)
and Director
/s/ Jerry P. McAuliffe Chief Financial Officer March 29, 1997
- ---------------------- (Principal Financial and
(Jerry P. McAuliffe) Accounting Officer)
/s/ Martin F. Kahn Chairman of the March 29, 1997
- ------------------ Board of Directors
(Martin F. Kahn)
/s/ Deborah M. Hull Chief Operating Officer March 29, 1997
- ------------------- and Director
(Deborah M. Hull)
/s/ John J. Hanley Director March 29, 1997
- ------------------
(John J. Hanley)
/s/ Harry Diakoff Director March 29, 1997
- -----------------
(Harry Diakoff)
</TABLE>
28
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 1,426
<SECURITIES> 5,382
<RECEIVABLES> 13,205
<ALLOWANCES> 895
<INVENTORY> 0
<CURRENT-ASSETS> 20,609
<PP&E> 7,651
<DEPRECIATION> 4,435
<TOTAL-ASSETS> 26,462
<CURRENT-LIABILITIES> 11,851
<BONDS> 0
0
0
<COMMON> 54
<OTHER-SE> 14,611
<TOTAL-LIABILITY-AND-EQUITY> 26,462
<SALES> 33,605
<TOTAL-REVENUES> 33,605
<CGS> 10,944
<TOTAL-COSTS> 10,944
<OTHER-EXPENSES> 18,319
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 253
<INCOME-PRETAX> 4,595
<INCOME-TAX> 1,839
<INCOME-CONTINUING> 2,756
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,756
<EPS-PRIMARY> .39
<EPS-DILUTED> .39
</TABLE>
