<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A NO. 1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934. For the fiscal year ended December 31, 1997.
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 No. 0-24326
OVID TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 13-3333107
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
333 Seventh Avenue, New York, New York 10001
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(Address of principal executive offices) (Zip Code)
(212) 536-3006
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(Registrant's telephone number, including area code)
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
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(Title of 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 a 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 the 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 20, 1998 (based upon the closing sale price for such shares on March
20, 1998 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): $36,409,973
Common Stock outstanding as of March 20, 1998: 6,206,665 shares
<PAGE>
The Annual Report on Form 10-K for the fiscal year ended December 31,
1997 (File No. 0-24326) of Ovid Technologies, Inc. (the "Company"), as filed
with the Commission on March 31, 1998, is hereby amended by adding thereto the
following Part III.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
For information concerning the executive officers and other
significant employees of the Company, see "Business - Executive Officers of the
Registrant" in Item 1 of this Annual Report on Form 10-K for the year ended
December 31, 1997.
Seven directors (constituting the entire Board) are expected to be
elected at the Company's Annual Meeting of Stockholders, scheduled to occur on
or about July 7, 1998. The persons named below (all of whom are currently
directors of the Company) are expected to be elected to serve until the next
annual meeting of stockholders and until their respective successors shall
have been duly elected and qualified.
The nominees, their respective ages, the year in which each first
became a director of the Company and their principal occupations or employment
during the past five years are as follows:
<TABLE>
<CAPTION>
Year First Principal Occupation
Nominee Age Became Director During the Past Five Years
- ------- --- --------------- --------------------------
<S> <C> <C> <C>
Mark L. Nelson.................... 40 1985 President and Chief Executive Officer of
the Company (and its predecessors) since
its inception in 1985.
Martin F. Kahn.................... 48 1994 Chairman of the Company since January
1990. Chairman of OneSource
Information Services, Inc. since 1993,
Chairman of VISTA Environmental
Information, Inc. since 1991, and
Managing Director of Cadence
Information Associates, L.L.C. (or its
predecessor) since 1990.
Deborah M. Hull................... 53 1994 Chief Operating Officer of the Company
since November 1990.
Harry A. Diakoff.................. 55 1994 Director of Research Services for Kaim
Associates Inc. from 1978 to 1995.
Production Development consultant to
the Company since 1995.
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<PAGE>
John J. Hanley.................... 58 1994 Chairman and Chief Executive Officer of
Scientific American, Inc. and Chairman
of the Board of its subsidiary, W.H.
Freeman and Company, since March
1992. Managing Director of Scientific
American, Inc.'s parent company, the
Von Holtzbrinck Publishing Group since
1992. Chairman of the Board of Worth
Publishers and director of Macmillan Ltd.
since 1995. Chairman of the Board of
Hanley & Belfus, Inc. since 1992.
Carl Fischer...................... 56 1997 Independent electronic-publishing
consultant, primarily for large media,
publishing and communications
companies, since 1982. Director of
American Hospital Publishing Inc. since
1995. Officer of Mead Data Central from
1972 to 1982.
Gary L. Gottlieb.................. 42 1997 Founder and Chief Executive Officer of
Penn-Friends Behavioral Health Services
since 1996. Chief Executive Officer and
director of Friends Hospital (PA) since
1994. Clinical Professor of Psychiatry
and Vice Chairman for Behavioral Health
Services of the Department of Psychiatry
at the University of Pennsylvania School
of Medicine (UPenn) since 1994. Interim
Chairman for the Department of
Psychiatry and Associate Dean for
Managed Care at UPenn from 1993 to
1994.
</TABLE>
Mark Nelson and Carleen Nelson, Vice President, Worldwide Sales of
the Company, are brother and sister.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's executive officers and directors, and
persons who beneficially own more than ten percent of the Company's Common
Stock, to file initial reports of ownership and reports of changes in
ownership with the Securities and Exchange Commission (the "SEC"). Executive
officers, directors and greater than ten percent beneficial owners are
required by the SEC to furnish the Company with copies of all Section 16(a)
forms they file.
Based upon a review of the copies of such forms furnished to the
Company and written representations from the Company's executive officers and
directors, the Company believes that during fiscal 1997 all Section 16(a)
filing requirements applicable to its executive officers, directors and
greater than ten percent beneficial owners were complied with on a timely
basis.
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<PAGE>
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth information concerning all cash and
non-cash compensation awarded to, earned by or paid to the Company's chief
executive officer and to each other executive officer of the Company whose
total annual salary exceeded $100,000 for the fiscal year ended December 31,
1997. Information is given for each of the Company's last three completed
fiscal years.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL LONG-TERM
COMPENSATION(1) COMPENSATION
------------------------------ ------------
COMMON
STOCK ALL OTHER
UNDERLYING COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) OPTIONS (#) ($)
- --------------------------- ---- ---------- --------- ----------- ----
<S> <C> <C> <C> <C> <C>
Mark L. Nelson-- President and Chief 1997 $172,000 -- 4,000 --
Executive Officer......................... 1996 159,000 -- 7,000 --
1995 150,000 -- -- --
Deborah M. Hull-- Chief Operating 1997 $172,000 $7,000 5,000 --
Officer................................... 1996 159,000 8,000(2) 14,000 --
1995 150,000 --(3) -- --
Carleen E. Nelson - Vice President, 1997 $106,000 $4,000 -- --
Worldwide Sales and Marketing............. 1996 95,000 2,000 8,500 --
1995 85,000 -- -- --
</TABLE>
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(1) Amounts reflected do not include perquisites and other personal benefits
received by any named executive, which, in all instances, were less than
the lesser of $50,000 or 10% of the total of annual salary and bonus
reported for the named executive.
(2) Bonus reflected for 1996 was earned in 1996 and paid in 1997.
(3) Bonus in the amount of $50,000 was earned in 1994 and paid in 1995.
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<PAGE>
The following table provides information related to options granted
to the named executive officers during the fiscal year ended December 31,
1997.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF STOCK
PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM(1)
-------------------------------------------------------------- ------------------------
% OF TOTAL
OPTIONS
GRANTED TO EXERCISE
OPTIONS EMPLOYEES OR BASE
GRANTED IN FISCAL PRICE EXPIRATION
NAME (#)(2) YEAR ($/SHARE) DATE 5% ($) 10% ($)
- ---- ------- ------ --------- ------ ------ -------
<S> <C> <C> <C> <C> <C> <C>
Mark L. Nelson 4,000 1.3% $9.00 2/11/2007 $22,640 $57,375
Deborah M. Hull 5,000 1.6 7.00 4/23/2007 22,011 55,781
Carleen E. Nelson -- -- -- -- -- --
</TABLE>
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(1) The potential realizable value portion of the foregoing table illustrates
value that might be received upon exercise of the options immediately
prior to the expiration of their terms, assuming the specified compounded
rates of appreciation on the Company's Common Stock over the term of the
options. These numbers do not take into account provisions of certain
options providing for termination of the options following termination of
employment.
(2) Options to acquire shares of Common Stock.
The following table sets forth information with respect to (i) stock
options exercised in the fiscal year ended December 31, 1997 by the persons
named in the Summary Compensation Table and (ii) unexercised stock options
held by such individuals at December 31, 1997.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED IN-
OPTIONS HELD AT FISCAL THE-MONEY OPTIONS AT FISCAL
YEAR END (#) YEAR END ($) (1)
----------------------------- --------------------------------
SHARES
ACQUIRED ON VALUE
NAME EXERCISE (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ------------ ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Mark L. Nelson........... 0 -- 2,333 8,667 $ 12,831.50 $35,668.50
Deborah M. Hull.......... 17,500 $147,200 139,166 14,334 1,571,068.00(2) 73,837.00(2)
Carleen E. Nelson ....... 0 -- 529,833 5,667 6,070,811.50 31,168.50
</TABLE>
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(1) Computed based upon the difference between the last sale price per share
of the Company's Common Stock of $11.50 on December 31, 1997 and the
exercise price.
(2) Computed assuming an exercise price of $.01 per share. Ms. Hull has
agreed to pay the Company $.01 per share acquired upon the exercise of
stock options notwithstanding the option exercise price of $.0003 per
share.
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<PAGE>
COMPENSATION OF DIRECTORS
During the year ended December 31, 1997, Mr. Kahn was paid consulting
fees of $3,125 per month. Mr. Kahn is presently being paid consulting fees in
the form of options to purchase shares of Common Stock. Directors who are not
employees or consultants of the Company currently receive $1,500 for each
meeting of the Board attended and $500 for each meeting of each Committee of
the Board attended, plus reimbursement of reasonable out-of-pocket expenses
incurred in connection with attendance at Board of Directors' meetings.
Directors who are employees or consultants of the Company are not paid any
additional compensation for serving as a director.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During the year ended December 31, 1997, the Compensation Committee
consisted of Mark Nelson, Harry Diakoff and John Hanley. During the year ended
December 31, 1997, the Company paid consulting fees aggregating approximately
$117,610 to Harry Diakoff, a director of the Company. Mr. Diakoff did not
participate in deliberations and decisions of the Compensation Committee with
regard to his own compensation.
ITEM 12. BENEFICIAL OWNERSHIP OF COMMON STOCK BY CERTAIN
STOCKHOLDERS AND MANAGEMENT
The following table sets forth information as of April 28, 1998
regarding the beneficial ownership of the Company's Common Stock of: (i) each
person known by the Company to own beneficially more than five percent of the
outstanding Common Stock; (ii) each director and nominee for director of the
Company; (iii) each executive officer named in the Summary Compensation Table
(see "Executive Compensation" below); and (iv) all directors and executive
officers of the Company as a group.
<TABLE>
<CAPTION>
Amount and Nature of Beneficial Percentage of
Name and Address of Beneficial Owner(1) Ownership of Common Stock(2) Common Stock
- --------------------------------------- ---------------------------- -------------
<S> <C> <C>
Mark L. Nelson..................................... 4,098,082(3) 65.8%
Martin F. Kahn..................................... 290,000(4) 4.7%
Deborah M. Hull.................................... 145,498(4) 2.3%
Harry A. Diakoff................................... 15,666(4) *
John J. Hanley..................................... 9,000(4) *
Carl Fischer....................................... 8,333(4) *
Gary L. Gottlieb................................... 5,000(4) *
Carleen E. Nelson.................................. 532,666(4) 7.9%
All directors and executive officers as a 5,104,245(3)(5) 70.6%
group (8 persons)..................................
</TABLE>
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* Less than one percent.
1. The address of each named individual is c/o Ovid Technologies, Inc., 333
Seventh Avenue, New York, New York 10001.
2. Except as otherwise indicated, each named beneficial owner has the sole
voting and investment power over the shares listed opposite such
beneficial owner's name.
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<PAGE>
3. Includes 10,466 shares of Common Stock which may be acquired within 60
days upon the exercise of options held by Dana Johnson, Mr. Nelson's
wife. Mr. Nelson disclaims beneficial ownership of such shares. Also
includes 5,999 shares of Common Stock which may be acquired within 60
days upon the exercise of options.
4. Represents shares of Common Stock which may be acquired within 60 days
upon the exercise of options.
5. Includes an aggregate of 1,022,628 shares of Common Stock which may be
acquired by directors and executive officers within 60 days upon the
exercise of options.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Tax Indemnification Agreement. The Company has entered into a tax
indemnification agreement with Mark Nelson which provides for: (i) an
indemnification of Mr. Nelson by the Company for any losses or liabilities
with respect to additional taxes (including interest, penalties and legal
fees) resulting from the Company's operations during the period in which it
was an S Corporation (prior to the initial public offering of the Company's
Common Stock in June 1994) and (ii) an indemnification of the Company by Mr.
Nelson for certain tax liabilities that result from any final determination of
an adjustment to Mr. Nelson's taxable income resulting in a decrease in Mr.
Nelson's taxable income during the period in which the Company was an S
Corporation, and a corresponding increase in the income tax liability payable
by the Company for any taxable year of the Company in which it was a C
Corporation.
During the year ended December 31, 1997, the Company paid consulting
fees aggregating approximately $51,360 to Martin Kahn, a director of the
Company, a portion of which was related to services rendered during 1996.
During the year ended December 31, 1997, the Company paid consulting
fees aggregating approximately $117,610 to Harry Diakoff, a director of the
Company, a portion of which was related to services rendered during 1996.
During the year ended December 31, 1997, Carl Fischer, a director of
the Company, rendered certain consulting services to the Company for which the
Company paid him approximately $7,100 in early 1998.
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<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 Amendment No. 1 to
its Report on Form 10-K to be signed on its behalf by the undersigned,
thereunto duly authorized.
OVID TECHNOLOGIES, INC.
Dated: April 29, 1998 By: /s/ Mark L. Nelson
------------------------------
Name: Mark L. Nelson
Title: President
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