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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 (NO FEE REQUIRED)
For the Fiscal Year Ended December 31, 1996
OR
[ ] 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 0-24592
CINEMA RIDE, INC.
-----------------
(Name of Small Business Issuer in its Charter)
<TABLE>
<S> <C>
DELAWARE 95-4417467
- --------------------------- --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
12001 VENTURA PLACE, SUITE 340
STUDIO CITY, CALIFORNIA 91604
- ----------------------------------------- --------------------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including Area Code: (818) 761-1002
--------------
</TABLE>
Securities registered under Section 12(b) of the Exchange Act: NONE
Securities registered under Section 12(g) of the Exchange Act:
COMMON STOCK AND REDEEMABLE WARRANTS
(TITLE OF CLASS)
Check whether the Issuer (1) has 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
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Check if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B 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-KSB or any amendment to
this Form 10-KSB. [ ]
The issuer's revenues for the year ended December 31, 1996 were
$3,310,163.
As of March 21, 1997, there were 5,731,785 outstanding shares of
common stock, par value $0.01 per share. The aggregate market value of the
voting stock of the registrant held by non-affiliates of the registrant on March
31, 1997 based on the average bid and asked price on such date was $2,044,479.
Transitional Small Business Disclosure Format: Yes No X
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Filed herewith by amendment is Part III of Form 10-KSB.
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
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Compliance with Section 16(a) of the Exchange Act
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The following table sets forth certain information concerning the
directors of the Company:
<TABLE>
<CAPTION>
Other Positions Director
Name With Company Age Since
- ---- ------------ --- -----
<S> <C> <C> <C>
Mitch Francis(1) Chairman of the Board, 42 April, 1993
President, and Chief
Executive Officer
Benjamin Frankel(1) None 61 March, 1995
(2)(3)
Norman Feirstein(1) None 48 March, 1995
(2)(3)
</TABLE>
____________________
(1) Member of the compensation committee of the Board of Directors of the
Company, currently consisting of three directors, one of whom is an
employee of the Company. The compensation committee reviews the
performance of executive officers of the Company and reviews the
compensation programs for key employees, including salary and cash bonus
levels.
(2) Member of the audit committee of the Board of Directors of the Company,
currently consisting of two directors, none of whom is an employee of the
Company. The audit committee reviews, acts on, and reports to the Board of
Directors with respect to various auditing and accounting matters,
including the selection of the Company's
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independent public accountants, the scope of the annual audits, the nature
of non-audit services, and fees to be paid to the independent public
accountants, the performance of the Company's independent public
accountants, and the accounting practices of the Company.
(3) Member of the Stock Option Committee of the Board of Directors of the
Company, currently consisting of two directors none of whom is an employee
of the Company. The Stock Option Committee is responsible for the
operation and administration of the Company's stock option plans, including
the grants thereunder.
COMPENSATION OF DIRECTORS
For service on the Board of Directors, directors who are not employees of
the Company receive $1,000 for each meeting of the Board of Directors, and
reimbursement for expenses which are related to attending board meetings.
Directors who are employees of the Company receive no additional compensation
for serving on the Board of Directors. The non-employee directors are eligible
to participate in the 1995 Directors Stock Option Plan. See Item 10. "Executive
Compensation - Stock Options."
MEETINGS OF THE DIRECTORS
There were two meetings of the Board of Directors of the Company
during the last fiscal year of the Company. Each of the directors of the
Company attended all of the total number of meetings of the Board of Directors
held during the period in which he was a director and the total number of
meetings held by all committees of the Board of Directors on which he served
during such period.
The business background of each of the Company's directors is
described below.
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EXECUTIVE OFFICERS
The following table sets forth certain information concerning the executive
officers of the Company as of April 15, 1997. Each executive officer serves at
the discretion of the Board of Directors, subject to the terms of any employment
contract:
<TABLE>
<CAPTION>
Executive
Officer
Name Office Age Since
- ---- ------ --- -----
<S> <C> <C> <C>
Mitch Francis Chairman of the Board, 42 April, 1993
President and Chief Executive
Officer
Toufic Roger Bassil Chief Financial Officer 32 December, 1995
</TABLE>
BUSINESS EXPERIENCE
The following section summarizes the present occupation and prior business
experience during the past five years for each director and executive officer of
the Company:
MITCH FRANCIS has been the Chairman of the Board of Directors of the
Company since June 1993 and has been its Chief Executive Officer, President and
a director since the Company's inception. Mr. Francis is also the President and
principal shareholder of Francis Development Inc., a real estate development
company which he founded in 1981. Mr. Francis has been involved in site
acquisition, analysis, architectural design, construction, management and
marketing of numerous residential and commercial projects and has been the
general partner of several real estate limited partnerships.
TOUFIC ROGER BASSIL has been the Chief Financial Officer of the Company
since December, 1995 and Controller from April 1995 to December 1995. From July
1994 to April 1995, Mr. Bassil was an independent consultant. From January 1994
to July 1994, Mr. Bassil was Controller of Vector Aeromotive Corporation. Prior
to that, Mr. Bassil was in public accounting with several large firms. Mr.
Bassil is a certified public accountant.
BENJAMIN FRANKEL has been a director of the Company since March 17, 1995.
Mr. Frankel is a certified public accountant and has been a partner in the
accountancy firm of Frankel, Lodgen, Lacher, Golditch & Sardi and its
predecessors since 1965.
NORMAN FEIRSTEIN has been a director of the Company since March 17, 1995.
Mr. Feirstein practiced law as a sole practitioner from 1978 until July, 1993.
Since such time, Mr. Feirstein has practiced law as the Law Offices of Norman
Feirstein, P.C. On August 16, 1993,
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Mr. Feirstein filed for personal bankruptcy in the United States District Court
for the Central District of California. The bankruptcy was prompted by the
failure of a real estate investment partnership of which Mr. Feirstein was a
general partner. The bankruptcy case was dismissed on February 3, 1994.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's directors and executive officers and persons who own more
than 10% of a registered class of the Company's equity securities to file
various reports with the Securities and Exchange Commission and the National
Association of Securities Dealers concerning their holdings of, and transactions
in, securities of the Company. Copies of these filings must be furnished to the
Company.
Based on 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 all individual filing requirements applicable to the
Company's executive officers and directors were complied with under Section
16(a).
Item 10. Executive Compensation
----------------------
The following table sets forth information concerning compensation of the
chief executive officer and the other executive officer of the Company whose
salary and bonus exceeded an annual rate of $100,000 during the fiscal year
ended December 31, 1996:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term
Compensation
Awards
------
Securities
Name and Other Annual Underlying
Principal Position Year Salary Compensation Options/SARs
- ------------------ ---- ------ ------------ ------------
<S> <C> <C> <C> <C>
Mitch Francis 1996 $153,373 18,240 (3) 241,500 (6)
Chairman of the 1995 $147,684 -- (1) 150,000
Board, President and 1994 $124,375 -- (1) 150,000
Chief Executive
Officer
Gary H. Packman 1996 $137,666 $20,157 (4) 80,500 (7)
Chief Operating 1995 $128,544 $15,590 (5) 80,000
Officer and 1994 $105,625 $14,964 (8) 50,000
Executive Vice
President (9)
- -------------------
</TABLE>
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(1) Perquisites and other personal benefits did not in the aggregate reach the
lesser of $50,000 or 10 percent of the total of annual salary and bonus
reported in this table for Mr. Francis.
(2) Amounts reflect compensation paid to the named executive officers for the
period from April 6, 1993 (inception) to December 31, 1993.
(3) Includes $3,747 in disability insurance premiums, $7,521 in automobile
lease expense and $6,972 in medical insurance premiums paid to or on behalf
of Mr. Francis. See "Employment Agreements" below.
(4) Includes $7,853 in disability insurance premiums, $8,008 in automobile
lease expense and $4,296 in medical insurance premiums paid to or on behalf
of Mr. Packman. See "Employment Agreements" below.
(5) Includes $3,272 in disability insurance premiums, $7,128 in automobile
lease expense and $5,190 in medical insurance premiums paid to or on behalf
of Mr. Packman. See "Employment Agreements" below.
(6) In June 1996, Mr. Francis received options to purchase 241,500 shares of
Common Stock. In August 1995, Mr. Francis received options to purchase
150,000 shares of Common Stock. In December 1995, Mr. Francis returned to
the Company options to purchase 300,000 shares of Common Stock out of
450,000 shares previously granted in 1994, and the remaining options to
purchase 150,000 shares were repriced at the then current market price plus
10%. On December 31, 1996, the Company's Board of Directors agreed to
reprice the exercise price of all options already issued under the Company
Stock Option Plan and the Directors' Option Plan to the than current market
value.
(7) In June 1996, Mr. Packman received options to purchase 80,500 shares of
Common Stock. In August 1995, Mr. Packman received options to purchase
80,000 shares of Common Stock. In December 1995, Mr. Packman returned to
the Company options to purchase 100,000 shares out of 150,000 shares
previously granted in 1994, and the remaining option to purchase 50,000
shares was repriced at the then current market price. On December 31,
1996, the Company's Board of Directors agreed to reprice the exercise price
of all options already issued under the Company Stock Option Plan and the
Directors' Option Plan to the than current market value.
(8) Includes approximately $7,853 in disability insurance premiums, $3,419 in
automobile lease expense and $3,692 in medical insurance premiums paid to
or on behalf of Mr. Packman.
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(9) Effective February 1, 1997, Mr. Packman resigned as an executive officer
and a director of the Company.
EMPLOYMENT AGREEMENTS
The Company has entered into three-year employment agreement with Mr.
Francis which became effective December 1994, pursuant to which his salary is
$135,000 per year, subject to an annual salary increase of seven and one half
percent. Mr. Francis is also entitled to an annual bonus for each year of his
employment equal to four percent of the Company's net income (before payment of
income taxes or bonuses to executive officers), if any, over $2 million, to be
paid quarterly based on annualized results. In addition, if the Company has net
income (before payment of income taxes but after payment of other bonuses to
executive officers) in any year of over $7 million, there will be an additional
payment of $500,000 to Mr. Francis. Mr. Francis also receives an automobile
allowance of up to $500 per month as well as automobile, health and disability
insurance.
Pursuant to his employment agreement, Mr. Francis in September 1994
received options to acquire 450,000 shares of Common Stock at an exercise price
of $5.50 per share. The options granted to Mr. Francis were granted under the
Option Plan, and vest ratably over a three year period. In December 1995, Mr.
Francis returned to the Company options to purchase 300,000 shares and his
remaining options were repriced. See also "Option Grants During 1996."
During April 1997, the Company entered into a three year employment
agreement with Mr. Bassil to serve as the Company's chief financial officer.
The agreement provides for a base year salary of $120,000, annual increases of
8%, and issuance of 100,000 options exercisable at the than current market price
vesting equally over the next two years. In addition, during January 1997, the
Company issued Mr. Bassil 50,000 shares of the Company's common stock which was
recorded as additional compensation to Mr. Bassil.
OPTION GRANTS DURING 1996
The following table sets forth information on grants of stock options
pursuant to the Option Plan during the fiscal year ended December 31, 1996 to
the officers identified in the Summary Compensation Table:
OPTION GRANTS TABLE
OPTION GRANTS IN FISCAL YEAR 1996
<TABLE>
<CAPTION>
% of Total
Options
Granted to Exercise
Options Employees Price Expiration
Name Granted(1) in 1996 ($/sh)(2) Date
---- ---------- ------- --------- ----
<S> <C> <C> <C> <C>
Mitch Francis 241,500 65% $1.034 6/14/04
</TABLE>
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<TABLE>
<CAPTION>
% of Total
Options
Granted to Exercise
Options Employees Price Expiration
Name Granted(1) in 1996 ($/sh)(2) Date
---- ---------- ------- --------- ----
<S> <C> <C> <C> <C>
Gary H. Packman 80,500 22% $ 0.94 6/14/04
</TABLE>
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(1) Each option becomes exercisable on a cumulative basis as to one-third of
the option shares one year after the date of grant and as to an additional
one-third of the option shares each year thereafter.
(2) The exercise price of each option is the market price per share of the
common stock of the Company on the date of grant, plus, in the case of Mr.
Francis, 10%. At December 31, 1996, the Board of Directors of the Company
elected to reprice the exercise options of all options already granted to
the than current market value.
OPTION EXERCISES IN 1996 AND YEAR-END OPTION VALUES
The following table sets forth information concerning stock options which
were exercised during, or held at the end of, fiscal 1996 by the officers named
in the Summary Compensation Table:
OPTION EXERCISES AND YEAR-END VALUE TABLE(1)
<TABLE>
<CAPTION>
Number of
Unexerciseable Options at Fiscal Value of Unexerciseable
--------- In-the Money Options
Year End at Fiscal Year End(2)
Shares -------- ---------------------
Acquired on Value
Name Exercise Realized Exercisable Unexerciseable Exercisable Unexerciseable
---- -------- -------- ----------- -------------- ----------- --------------
<S> <C> <C> <C> <C> <C> <C>
Mitch Francis 0 $0 280,500 261,000 $0 $0
Gary H. Packman 0 $0 103,500 107,000 $0 $0
</TABLE>
_________________
(1)There were no option exercises during fiscal 1995 & 1996
(2)Valued at $.375 per share.
STOCK OPTIONS
In June 1994, the Company adopted the Cinema Ride, Inc. Stock Option Plan
(the "Option Plan") under which a maximum of 900,000 shares of common stock of
the Company may be issued pursuant to incentive and non-qualified stock options
granted to officers or other key employees of the Company.
The Option Plan is administered by the Board of Directors or, in the
discretion of the Board of Directors, by a committee of not less than two
individuals, each of whom must be a
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disinterested member of the Board of Directors, with authority to determine
employees to whom options will be granted, the timing and manner of grants of
options, the exercise price, the number of shares covered by and all of the
terms of options, and all other determinations necessary or advisable for
administration of the plan.
The purchase price for the shares subject to any incentive stock option
granted under the Option Plan shall not be less than 100% of the fair market
value of the shares of Common Stock of the Company on the date the option is
granted (110% for shareholders who own in excess of 10% of the outstanding
Common Stock). No option shall be exercisable after the earliest of the
following: the expiration of 10 years after the date the option is granted;
three months after the date the optionee's employment with the Company
terminates if termination is for any reason other than permanent disability or
death; or one year after the date the optionee's employment terminates if
termination is a result of death or permanent disability. Unless sooner
terminated by the Board of Directors, the Option Plan expires on December 31,
2003.
In December 1995, the Company adopted the 1995 Directors Stock Option Plan
(the "Directors Plan") pursuant to which on the fourth business day following
the day of each annual meeting of the stockholders, each director who is not an
employee of the Company automatically receives a non-statutory option to
purchase 10,000 shares at the fair market value of the shares on the date of the
grant. Upon the adoption of the Directors Plan by the Board of Directors, each
non-employee director (Messrs. Feirstein and Frankel) received an option to
purchase 10,000 shares and an additional option to purchase 10,000 shares in
view of the full year of service by each such director. The exercise price for
each stock option is the fair market value per share of the Common Stock on the
date of grant. The Company granted each of Messrs. Feirstein and Frankel
30,000 options under the Directors Plan during 1996. At December 31, 1996, the
Board of Directors of the Company elected to reprice the exercise options of all
options already granted to the then current market value.
Item 11. Security Ownership of Certain Beneficial Owners and Management
--------------------------------------------------------------
The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock as of the Record Date as to (a) each
director, (b) each executive officer identified in the Summary Compensation
Table below, (c) all officers and directors of the Company as a group, and (d)
each person known to the Company to beneficially own five percent or more of the
outstanding shares of Common Stock.
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<TABLE>
<CAPTION>
Amount and
Nature of Percent
Name and Address of Beneficial of
Title of Class Beneficial Owner(1) Owner Class(2)
- -------------- ------------------- ----- --------
<S> <C> <C> <C>
DIRECTORS AND
EXECUTIVE OFFICERS:
Common Stock Mitch Francis 824,500(3) 13.59%
Common Stock Gary H. Packman 304,750(4) 5.17%
NON-EMPLOYEE
DIRECTORS:
Common Stock Benjamin Frankel 30,000(5,6) *
Common Stock Norman Feirstein 10,000(7) *
All directors and 1,250,916 20.18%
executive officers as
a group (5 persons)
</TABLE>
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(1) The address of Messrs. Francis and Packman is c/o the Company, 12001
Ventura Place, Suite 340, Studio City, California 91604. The address of
Mr. Frankel is 16530 Ventura Boulevard, Suite 305, Encino, California 91436
and the address of Mr. Feirstein is 8311 Westminster Avenue, Suite 330,
Westminster, California 92683.
(2) Percent of class is based on the number of shares outstanding on the Record
Date plus, with respect to each named person, the number of shares of
common stock, if any, which the stockholder has the right to acquire within
60 days of such Date. Ownership of less than one percent is indicated by
an asterisk.
(3) Includes 280,500 shares of common stock issuable upon exercise of options
to acquire an aggregate of 541,500 shares granted to Mr. Francis which are
exercisable within 60 days of April 15, 1997.
(4) Includes 103,500 shares of common stock issuable upon exercise of options
to acquire an aggregate of 210,500 shares stock granted to Mr. Packman
which are exercisable within 60 days of April 15, 1997. Mr. Packman
resigned as an officer and director of the Company effective February 1,
1997.
(5) Includes 20,000 shares which have been issued to the accountancy firm of
Frankel, Lodgen, Lacher, Golditch & Sardi, of which Mr. Frankel is a
partner, in exchange for services rendered in 1994. Mr. Frankel disclaims
beneficial ownership of all such shares.
(6) Includes 10,000 shares of common stock issuable upon exercise of options to
acquire an aggregate of 30,000 shares stock granted to Mr. Frankel which
are exercisable within 60 days of April 15, 1997.
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(7) Includes 10,000 shares of common stock issuable upon exercise of options to
acquire an aggregate of 30,000 shares stock granted to Mr. Feirstein which
are exercisable within 60 days of April 15, 1997.
Item 12. Certain Relationships and Related Transactions
----------------------------------------------
In March 1995, the Board of Directors of the Company approved the issuance
of 20,000 shares of the Company's Common Stock to the accounting firm of
Frankel, Lodgen, Lacher, Golditch & Sardi as compensation for services rendered
by such firm during the year ended December 31, 1994. On the date the Board
approved the issuance of such shares, the closing bid price for the Company's
common stock was $2.875 per share. It is anticipated that Benjamin Frankel will
acquire beneficial ownership of 1,800 of such shares. The Company also paid the
firm of Frankel, Lodgen, Lacher, Golditch & Sardi $ 11,333 for accounting
services during the year ended December 31, 1996.
During the year ended December 31, 1995, the Company made loans to each of
Mitch Francis and Gary Packman in the amount of $50,000. The loans bear
interest at a rate of 8% per year and are due on the earlier of June 30, 1998 or
six months after the officer ceases to be an employee of the Company. Principal
payments of $5,000 per loan are due on June 30, 1996 and June 30, 1997, with the
balance due on June 30, 1998. Each note is secured by the higher of 40,000
shares of Common Stock or the number of shares equivalent to the unpaid value of
the note. Effective upon Mr. Packman's representation as an officer and
director of the Company (February 1, 1997), Mr. Packman agreed to be available
to the Company on a consulting basis for the period between February 1, 1997
through September 30, 1997. Additionally, Mr. Packman agreed to be available,
to the Company on a limited consulting basis for the five years following
September 30, 1997, not to exceed 5 hours per month in consideration for the
release from one fifth each year of Mr. Packman's balance on his note to the
Company and the waiver of accrued and future interest on the unpaid balance.
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SIGNATURES
In accordance with the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
April 28, 1997
CINEMA RIDE, INC.
By: /s/ Mitch Francis
-------------------------------------------
Mitch Francis, President
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