SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
(Mark One)
/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
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 0-24928
THE SOLOMON-PAGE GROUP LTD.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 51-0353012
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(State or other jurisdiction of (IRS Employer Identification
incorporation or organization Number)
1140 Avenue of the Americas, New York, New York 10036
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212) 764-9200
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 $.001
Common Stock Purchase Warrants
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 / /
<PAGE>
Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B 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. / /
State the issuer's revenues for its most recent fiscal year: The
issuer's revenues for the fiscal year ended September 30, 1996 were $17,165,836.
The aggregate market value of the voting stock held by non-affiliates
of the Registrant computed by reference to the price at which the stock was sold
on December 20, 1996 was approximately: $6,459,100. Solely for the purposes of
this calculation, shares held by directors and officers of the Registrant have
been excluded. Such exclusion should not be deemed a determination or an
admission by the Registrant that such individuals are, in fact, affiliates of
the Registrant.
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date: At December 20,
1996, there were outstanding 5,139,285 shares of the Registrant's Common Stock,
$.001 par value.
DOCUMENTS INCORPORATED BY REFERENCE
Certain portions of the Registrant's definitive proxy statement to be
filed not later than January 28, 1997 pursuant to Regulation 14A are
incorporated by reference in Items 9 through 12 of Part III of this Annual
Report on Form 10-KSB.
Transitional Small Business Disclosure Format (check one):
Yes / / No /X/
<PAGE>
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
--------
Exhibit
Number Exhibits
- ------ --------
3.1 (a) Certificate of Incorporation, as amended, of The
Solomon-Page Group Ltd. (Incorporated by reference to
Exhibit 3.1(a) to Registration Statement on Form SB-2, No.
33-81026)
(b) Certificate of Amendment to Certificate of Incorporation
of The Solomon- Page Group Ltd (Incorporated by reference
to Exhibit 3.1(b) to Registration Statement on Form SB-2,
No. 33-81026)
3.2 Amended and Restated By-Laws of the Company (Incorporated
by reference to Exhibit 3 to the Company's Current Report
on Form 8-K dated June 8, 1995)
4.1 Specimen Common Stock Certificate (Incorporated by
reference to Exhibit 4.1 to Registration Statement on Form
SB-2, No. 33-81026)
4.2 Specimen Warrant Certificates (Incorporated by reference
to Exhibit 4.2 to Registration Statement on Form SB-2, No.
33-81026)
10.1 1993 Long Term Incentive Plan (Incorporated by reference
to Exhibit 10.2 to Registration Statement on Form SB-2,
No. 33-81026)
10.2 1995 Directors' Stock Option Plan of the Company
(Incorporated by reference to Exhibit 99.1 to the
Company's Current Report on Form 8-K dated June 8, 1995)
10.3 Employment Agreement dated June 14, 1993, as amended,
between the Company and Herbert Solomon (Incorporated by
reference to Exhibit 10.3 to Registration Statement on
Form SB-2, No. 33-81026)
10.4 Employment Agreement dated June 14, 1993, as amended,
between the Company and Lloyd Solomon (Incorporated by
reference to Exhibit 10.4 to Registration Statement on
Form SB-2, No. 33-81026)
10.5 Amendment dated June 8, 1995 to that certain Employment
Agreement dated as of June 14, 1993, by and between the
Company and Lloyd Solomon (Incorporated by reference to
Exhibit 99.4 to the Company's Current Report on Form 8-K
dated June 8, 1995)
10.6 Employment Agreement dated June 14, 1993, as amended,
between the Company and Scott Page (Incorporated by
reference to Exhibit 10.5 to Registration Statement on
Form SB-2, No. 33-81026)
10.7 Amendment dated June 8, 1995 to that certain Employment
Agreement dated as of June 14, 1993, by and between the
Company and Scott Page (Incorporated by reference to
Exhibit 99.5 to the Company's Current Report on Form 8-K
dated June 8, 1995)
10.8 1996 Stock Option Plan
<PAGE>
10.9 Form of Indemnification Agreement between the Company and
its officers and directors (Incorporated by reference to
Exhibit 10.13 to the Company's Form 10-KSB for the fiscal
year ended September 30, 1995)
10.10 Charter of the Audit Committee of the Board of Directors
of the Company (Incorporated by reference to Exhibit 99.2
to the Company's Current Report on Form 8-K dated June 8,
1995)
10.11 The Company's Policy on Transactions in Company Securities
by Company Officers, Directors and Employees (Incorporated
by reference to Exhibit 99.3 to the Company's Current
Report on Form 8-K dated June 8, 1995)
23 Consent of Moore Stephens P.C. dated December 6, 1996
(Incorporated by reference to Exhibit 23 to the Company's
Form 10-KSB for the fiscal year ended September 30, 1996).
*27 Financial Data Schedule
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* Filed herewith.
(b) Reports on Form 8-K
None.
<PAGE>
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.
THE SOLOMON-PAGE GROUP LTD.
Dated: March 19, 1997 By: /s/ Eric M. Davis
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Eric M. Davis
Chief Financial Officer, Vice President
Finance
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Company's Form 10-KSB for the year ended September 30, 1996 and is qualified in
its entirety by reference to such Financial Statements and Notes, thereto.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-START> OCT-01-1995
<PERIOD-END> SEP-30-1996
<CASH> 2,113,556
<SECURITIES> 1,310,325
<RECEIVABLES> 4,249,990
<ALLOWANCES> 89,900
<INVENTORY> 0
<CURRENT-ASSETS> 7,713,948
<PP&E> 938,819
<DEPRECIATION> 240,927
<TOTAL-ASSETS> 9,613,173
<CURRENT-LIABILITIES> 2,183,628
<BONDS> 0
0
0
<COMMON> 5,139
<OTHER-SE> 7,060,211
<TOTAL-LIABILITY-AND-EQUITY> 9,613,173
<SALES> 17,165,836
<TOTAL-REVENUES> 17,165,836
<CGS> 12,762,977
<TOTAL-COSTS> 16,656,523
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 49,215
<INCOME-PRETAX> 729,526
<INCOME-TAX> 19,200
<INCOME-CONTINUING> 509,313
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 710,326
<EPS-PRIMARY> .14
<EPS-DILUTED> .13
</TABLE>
