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FORM 10-K/A
AMENDMENT NO. 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1996
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. 0-26368
TRANSMEDIA ASIA PACIFIC, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 13-3760219
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
11 ST. JAMES'S SQUARE, LONDON SW1Y 4LB, ENGLAND
(Address of principal executive offices)(Zip Code)
Registrant's Telephone Number, including area code: U.K. 011-44-171-930-0706
Securities Registered Pursuant to Section 12(b) of the Act:
NONE
Securities Registered Pursuant to Section 12(g) of the Act:
Common Stock, par value $.00001 per share
(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 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 ]
The aggregate market value of voting stock held by non-affiliates of the
Registrant as of January 24, 1997 was: $7,136,972 based upon the closing sale
price of a share of Common Stock on The National Association of Securities
Dealers Automated Quotation ("NASDAQ") Small Cap Market System.
Number of shares outstanding of Registrant's Common Stock, as of January 24,
1997: 13,918,697.
Documents Incorporated by Reference: None.
The purpose of this Amendment is to amend items 10, 11, 12 and 13.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT
(a) Table of Directors and Executive Officers
The table below sets forth the names and ages for all of the directors and
executive officers of the Company as of January 24, 1997. The term of each
director expires at the next annual meeting of stockholders and upon his
successor being duly elected and qualified.
NAME AGE POSITION
- ---- --- --------
Edward J. Guinan 49 Chairman and Chief Executive Officer
Paul L. Harrison 35 President, Chief Operating Officer,
Treasurer and Director
Walter M. Epstein 56 Director
Helene Ploix 52 Director
Joseph V. Vittoria 61 Director
William H. Price 35 Chief Financial Officer
(b) Family Relationships.
There are no family relationships among any of the directors or executive
officers of the Company.
(c) Experience of Directors and Executive Officers for the Past Five
Years.
Edward J. Guinan, III, has been the Chairman of the Company, Chief
Executive Officer and a director of the Company since its inception. Mr. Guinan
has been the Chairman, Chief Executive Officer and a director of Transmedia
Australia since its inception. Mr. Guinan began his career on Wall Street when
he purchased a seat on the New York Mercantile Exchange. He traded on the floor
for his own account until 1979, when he became a broker for the firm of Moseley
Hallgarten Estabrook and Weeden, where he eventually became manager of their New
York office. From 1982 through 1984, he was employed by Cowen & Company in New
York. In 1984, Mr. Guinan established his own broker-dealer firm, Guinan and
Company. From 1990 through 1991, Mr. Guinan was a broker at and head of the
corporate finance department at Ernst and Company, a member of the New York
Stock Exchange. During 1992, Mr. Guinan was head of the corporate finance
department at First Hanover Securities, Inc., a New York broker-dealer. Since
February 1993, Mr. Guinan has served as President, Chief Executive Officer and
director of Transmedia Europe, Inc. ("Transmedia Europe"). Since May 1995 Mr.
Guinan has served as President, Chief Executive Officer, Chief Financial Officer
and the sole director of International Advance, Inc. ("Advance"). Since November
1995, Mr. Guinan has been a director of Transmedia La Carte Restaurant S.A.
("Transmedia France"), of which Transmedia Europe has a 36% equity interest. Mr.
Guinan presently devotes substantially all of his business time to Transmedia
Europe and Advance, and will devote such time as is necessary to the affairs of
the Company.
Paul L. Harrison has been President, Chief Operating Officer, Treasurer
and a director of the Company, and has been a director and President of
Transmedia Australia, since May 23, 1994. Mr. Harrison is also a director and
the Chief Operating Officer of Transmedia Europe. In 1993, Mr. Harrison acted as
a consultant to Transmedia Europe in connection with the commencement of
business operations and initial financing thereof. From 1989 until 1994, Mr.
Harrison was Vice-President--European Equities of Salomon Brothers, London, with
responsibility for coordinating and marketing the sales of various derivatives
and other equity securities to European based institutional clients. Mr.
Harrison held that position since 1989. From 1988 through 1989, Mr. Harrison was
Main Board Director of County/NatWest, Wood Mackenzie, the investment banking
arm of NatWest Bank, N.A. in the United Kingdom, with responsibility for
developing business strategy and managing a team of securities brokers. For two
years prior thereto Mr. Harrison was an Assistant Director of Hill Samuel
Merchant Bank and Executive Vice-President of Wood Mackenzie Inc., with
responsibilities to manage and develop the United States brokerage operations of
this United Kingdom securities firm.
Walter M. Epstein has been a Director of the Company since September 22,
1995. Mr. Epstein is a Partner at Rubin Baum Levin Constant & Friedman which is
general counsel to the Company. Mr. Epstein has been a practicing attorney for
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more than 30 years. He holds a B.A. from Wesleyan University, a J.D. from Yale
Law School and an L.L.M. from New York University School of Law. Mr. Epstein is
also a director of Transmedia Europe.
Helene Ploix has been a director of the Company since January 11, 1996.
From November 1989 to the present Ms. Ploix has served as Deputy Chief Executive
Officer and Chairman of CDC-Participations, Chairman of CDC Gestion and Chairman
of Caisse Autonome de Reinancement. From February 1986 to October 1989 Ms. Ploix
was Executive Director of the International Monetary Fund and the World Bank.
From August 1984 to February 1986 she was advisor to the Prime Minister, Laurent
Fabius, for Economic & Financial Affairs. Prior to that Ms. Ploix served from
1978 to 1982 as a vice president of Compagnie Europeenne de Publication (CEP)
Paris and from 1977 to 1978 was a technical advisor for the French Secretary of
State for Consumer Affairs. From 1968 to 1978 Ms. Ploix worked at McKinsey and
Co. Paris where she served as Senior Engagement Manager. Ms. Ploix is also a
director of Transmedia Europe.
Joseph V. Vittoria has been a director of the Company and Transmedia
Europe since August 23, 1994. From September 1987 to January 1997, Mr. Vittoria
was the Chairman and Chief Executive Officer of Avis, Inc., and was a senior
executive at Avis, Inc. since 1982. Mr. Vittoria is a director of UAL
Corporation. He holds a BS in civil engineering from Yale University and an MBA
from Columbia University. Mr. Vittoria also holds an honorary Doctor of Laws
degree from Molloy College.
Will Price has been Chief Financial Officer of the Company since March
1996. Mr. Price is also the Chief Financial Officer of Transmedia Europe. Prior
to this he was the financial controller for the Company from June 1995. From
September 1990 to June 1995, he was an associate director of Scorpio Financial
Services Limited, a London based corporate finance advisory firm. From 1983 to
1990, he worked at Robson Rhodes, Chartered Accountants. He is a Chartered
Accountant and holds an L.L.B. from Cardiff University.
(d) Involvement in Certain Legal Proceedings.
None.
(e) Compliance with Section 16(a) of the Securities Exchange Act of 1934.
Based solely upon a review of Forms 3 and 4 and amendments thereto
furnished to the Company by each person who, at any time during the fiscal year
ended September 30, 1996, was a director, executive officer or beneficial owner
of more than 10% of the Company's common stock, $.00001 par value per share (the
"Common Stock") with respect to the fiscal year ended September 30, 1996 and
Forms 5 and amendments thereto furnished to the Company by such persons with
respect to such fiscal year, and any written representations from such persons
that no other reports were required for such persons, the Company believes that
during and with respect to the fiscal year ended September 30, 1996, all filing
requirements under Section 16(a) of the 1934 Act, applicable to its directors,
executive officers and the beneficial owners of more than 10% of the Company's
Common Stock were complied with.
ITEM 11. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following Summary Compensation Table sets forth the total compensation
(including salary, bonus and all other forms of annual and long-term
compensation) paid to or accrued by the Company during the fiscal years 1996,
1995, and 1994, for the Chief Executive Officer and the current executive
officers of the Company who earned over $100,000 during the Company's last
fiscal year (the "Named Executives").
Mr. Guinan is the Chairman and Chief Executive Officer and Mr. Harrison is
the President, Chief Operating Officer and Treasurer of the Company. During
fiscal year 1996 no officer of the Company, other than Mr. Guinan and Mr.
Harrison, earned more than $100,000.
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<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION
COMPENSATION AWARDS
-------------------------------------
OPTIONS/ ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY SARS COMPENSATION
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Edward J. Guinan, III 1996 $153,625 (1) $ 0 $22,925(2)
1995 $160,000 (3) $ 0 $ 0
1994 $ 50,800 (4) $ 0 $ 0
Paul L. Harrison 1996 $122,900 (1) $ 0 $ 0
1995 $128,000 (3) $ 0 $ 0
1994 $ 40,640 (4) $800,000 $ 0
</TABLE>
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(1) Based upon an exchange rate of (pound sterling)1 to $1.536.
(2) Represents reimbursement of travel and entertainment expenses.
(3) Based upon an exchange rate of (pound sterling)1 to $1.60.
(4) Based upon an exchange rate of (pound sterling)1 to $1.524.
YEAR END OPTION VALUES TABLE
The following table sets forth information at September 30, 1996,
respecting exercisable and non exercisable options held by the Named Executives.
During fiscal 1996, none of the Named Executives were granted any options or
exercised any options. The table also includes the value of "in-the-money"
options which represents the spread between the exercise price of the existing
stock options and the year end price of the Common Stock which was $1.4375.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
SHARES OPTIONS AT FISCAL OPTIONS AT FISCAL
ACQUIRED VALUE YEAR-END (#) YEAR-END ($)
ON EXERCISE REALIZED EXERCISABLE (E)/ EXERCISABLE (E)/
NAME (#) ($) UNEXERCISABLE (U) UNEXERCISABLE (U)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Paul L. Harrison $0 $0 800,000 $350,000
</TABLE>
EMPLOYMENT AGREEMENTS WITH NAMED EXECUTIVES
Mr. Guinan and Mr. Harrison have each entered into employment agreements
("Employment Agreements") with the Company, effective May 26, 1994 ("Effective
Date"). The Employment Agreements provide for an initial term of three years,
with one year renewals thereafter unless terminated by either party and for
restrictions on confidentiality and non-competition during the term and for a
period of two years thereafter. Mr. Guinan's contract provides for a salary of
100,000 pounds (UK) per annum and participation in executive benefit programs
and Mr. Harrison provides for a salary of 80,000 pounds (UK), the issuance of
non-transferable options to purchase 800,000 shares of Common Stock at $1 per
share vesting 50% on May 9, 1995 and the balance on May 9, 1996, and
participation in executive benefit programs. Mr. Guinan and Mr. Harrison may be
discharged for cause including failure or refusal to perform their respective
duties, dishonesty, conviction of a felony or fraud, failure to adequately
perform their services, engagement in acts detrimental to the Company, material
breach of their respective Employment Agreements, disability or death. Mr.
Guinan is also employed by Transmedia Europe and Advance at a similar level of
compensation. Mr. Guinan is required to devote sufficient time to the business
of the Company in his discretion.
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STOCK OPTION PLANS
Effective May 2, 1994, the Company adopted the 1994 Stock Option Plan (the
"1994 Plan"). The purpose of the 1994 Plan is to attract and retain personnel of
the highest caliber and provide increased incentives for officers, and employees
to promote the well-being of the Company.
The 1994 Plan authorizes the granting of incentive stock options or
non-qualified stock options for up to 250,000 shares of Common Stock, subject to
adjustment in the event of stock splits, stock dividends, recapitalizations,
mergers, reorganizations, exchanges of shares and other similar changes
affecting the issued Common Stock. Unless sooner terminated, the 1994 Plan
expires on April 1, 2004. Officers, employees and other independent contractors
who perform services for the Company or any of its subsidiaries are eligible to
receive awards of non-qualified stock options, but only employees of the Company
or its subsidiaries are eligible to receive incentive stock options. The 1994
Plan is administered by the Board of Directors (or a committee appointed by it),
which determines the persons to whom awards will be granted, the number of
awards to be granted and the specific terms of each grant, subject to the
provisions of the 1994 Plan. Under the 1994 Plan, no stock option may be granted
having an exercise price which is less than the fair market value of the Common
Stock on the date of grant.
Effective May 25, 1994 in connection with the Employment Agreement of Paul
Harrison, the Company granted non-transferable options to purchase 800,000
shares of Common Stock at $1 per share all of which are vested.
In January 1996, the Company's Board of Director's approved, and on April
25, 1996 the Company's stockholders approved, the 1995 Outside Directors Stock
Option Plan (the "Outside Directors Plan"). The purpose of the Outside Directors
Plan is to attract and retain the services of experienced and knowledgeable
independent directors. The Outside Directors Plan provides for the automatic
granting to each non-employee director of the Company on each January 1,
commencing January 1, 1996, a stock option for 10,000 shares of Common Stock.
Messrs. Cernan and Vittoria each would receive thereunder options covering
20,000 shares with respect to prior services on the Board. The maximum number of
shares of Common Stock which may be issued under the Outside Directors Plan is
300,000, which amount is subject to adjustment in the event of stock splits,
stock dividends, recapitalizations, mergers, reorganizations, exchanges of
shares and other similar changes affecting the Company's issued Common Stock.
Each option issued under the Outside Directors Plan will be exercisable by the
optionee for a period of five years from the date of grant. Unless sooner
terminated, the Outside Directors Plan expires on January 11, 2006. The Outside
Directors Plan is administered by the Company's employee directors. Options
granted under the Outside Directors Plan will have an exercise price equal to
the fair market value of the Common Stock on the last date preceding the date of
grant. As of January 24, 1997, 70,000 options have been granted under the
Outside Directors Plan.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as to the number of shares of
Common Stock beneficially owned as of January 24, 1997 by (i) each beneficial
owner of more than five percent of the outstanding Common Stock, (ii) each
current Named Executive and director and (iii) all current executive officers
and directors of the Company as a group. All shares are owned both of record and
beneficially unless otherwise indicated.
<TABLE>
<CAPTION>
Number and Percentage of Shares of Common Stock Owned
- --------------------------------------------------------------------------------
Name and Address Shares Owned Percentage Owned
- --------------------------------------------------------------------------------
<S> <C> <C>
FAI Overseas 1,740,476(1) 12.2%
Investment Pty
77 Pacific Highway
Sydney, Australia 2059
Edward J. Guinan, III 5,759,050(2)(3) 41.4%
11 St. James's Square
London SW1Y 4LB England
</TABLE>
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<TABLE>
<CAPTION>
Number and Percentage of Shares of Common Stock Owned
- --------------------------------------------------------------------------------
Name and Address Shares Owned Percentage Owned
- --------------------------------------------------------------------------------
<S> <C> <C>
Paul L. Harrison 959,200(4) 6.5%
P.O. Box R626
Royal Exchange
Sydney NSW 2000 Australia
Walter M. Epstein 56,700(5) *
30 Rockefeller Plaza
29th Floor
New York, NY 10112
Helene Ploix 10,000(6) *
c/o Transmedia Asia Pacific,
Inc.
11 St. James Square
London SW1Y 4LB England
William H. Price 0 0%
c/o Transmedia Europe,Inc.
11 St. James Square
London SW1Y 4LB England
Joseph V. Vittoria 237,000(7) 2%
c/o Transmedia Asia Pacific,
Inc.
11 St. James Square
London SW1Y 4LB England
All directors and executive 7,021,950 47.5%
officers as a group (six
persons)(2)(3)(4)(5)(6)(7)
</TABLE>
- ------------------
* less than 1%
(1) Includes 297,619 shares of Common Stock issuable upon exercise of
warrants.
(2) Includes the 450,000 shares of Common Stock owned by Conestoga Partners
II, Inc. ("Conestoga") which Mr. Guinan, may be deemed to beneficially
own. Mr. Guinan is a Director and the President and Chief Executive
Officer of Conestoga and owns 75% of the outstanding capital stock
thereof.
(3) Includes 800,000 shares of Common Stock placed in trusts set up for Mr.
Guinan's children and certain other shares for which Mr. Guinan disclaims
beneficial ownership and 158,050 shares of Common Stock owned by Advance
which Mr. Guinan may be deemed to beneficially own. Mr. Guinan is a
director, President, Chief Executive Officer and the controlling
stockholder of Advance. Does not include 93,750 shares of Common Stock
owned by Edward J. Guinan, Jr., Mr. Guinan's father, of which Mr. Guinan
disclaims beneficial ownership.
(4) Includes 800,000 shares of Common Stock issuable upon exercise of options.
Does not include 226,858 shares of Common Stock owned by Conestoga, of
which Mr. Harrison is a director and minority shareholder, of which he
disclaims beneficial ownership.
(5) Includes 20,000 shares of Common Stock issuable upon exercise of options.
(6) Includes 10,000 shares of Common Stock issuable upon exercise of options.
(7) Includes 40,000 shares of Common Stock issuable upon exercise of options.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In fiscal 1996, the Company advanced Mr. Guinan, the Company's Chairman
and Chief Executive Officer, $159,978 and Mr. Guinan repaid $203,869 to the
Company leaving no balance owed by Mr. Guinan to the Company at September 30,
1996.
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During fiscal 1996, the Company received a net payment of $146,787 from
Transmedia Europe in repayment of temporary funding. In fiscal 1996, management
expenses of $189,914 were charged from Transmedia Europe on behalf of the
Company. The $93,300 balance as of September 30, 1996 due to Transmedia Europe
from the Company is non-interest bearing and is repayable on demand. Each of the
directors of the Company is also a director of Transmedia Europe. See "Directors
and Executive Officers of Registrant."
Mr. Walter Epstein, a director of the Company, is a Partner at the legal
firm of Rubin Baum Levin Constant & Friedman, which firm acts as outside counsel
to the Company and which firm received approximately $47,000 in fees for legal
services in fiscal 1996.
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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 to the
Report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: January 27, 1997
TRANSMEDIA ASIA PACIFIC, INC.
By: /S/ Edward J. Guinan, III
-------------------------
Edward J. Guinan, III
Chairman and Chief Executive
Officer
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