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 (Fee Required)
For the fiscal year ended December 31, 1996.
/ / 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: 0-25334
THE GREAT AMERICAN BACKRUB STORE, INC.
- --------------------------------------------------------------------------------
(Name of small business issuer in its charter)
NEW YORK 13-3729043
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
425 MADISON AVENUE SUITE 605 NEW YORK, NEW YORK 10017
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (212) 750-7046
Securities registered under Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
------------------- -------------------
Common Stock, $.001 par value Nasdaq SmallCap Market
----------------------------- ----------------------
Check whether the issuer (1) 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 the filing requirements for the past 90 days. Yes /X/. No / /.
Check if disclosure of delinquent filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure will 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. / /
State issuer's revenues for its most recent fiscal year: $3,045,937
State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of February 12, 1997. (See definition of
affiliate in Rule 12b-2 of the Exchange Act) $11,368,432
NOTE: If determining whether a person is an affiliate with involve an
unreasonable effort and expense, the issuer may calculate the aggregate market
value of the common equity held by non-affiliates on a basis of reasonable
assumptions, if the assumptions are stated.
The number of shares of Common Stock of the issuer outstanding as of February
28, 1997 is 2,416,841.
Transition Small Business Disclosure Format (check one): Yes / / No /X/
<PAGE>
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
On February 28, 1995, the Common Stock was listed for quotation on
Nasdaq under the symbol "RUBB." Prior to such listing, the Common Stock had been
traded on the OTC Bulletin Board since October 18, 1993. The following table
sets forth, for the periods indicated, the high and low bid for the Common Stock
as reported by the OTC Bulletin Board (as adjusted to reflect the 1 for 8
reverse stock split effected on February 23, 1995), as well as the high and low
bid for the Common Stock on Nasdaq. Quotations reflect prices between dealers,
without retail mark-up, mark-down or commissions and may not necessarily
represent actual transactions.
High Bid Low Bid
--------- --------
1995
1st Quarter........................ $ 9.00 $ 2.75
2nd Quarter........................ $ 3.94 $ 1.84
3rd Quarter........................ $ 2.94 $ 1.88
4th Quarter........................ $ 4.00 $ 1.75
1996
1st Quarter........................ $ 4.125 $ 3.06
2nd Quarter........................ $ 6.63 $ 3.25
3rd Quarter........................ $ 4.88 $ 2.50
4th Quarter........................ $ 4.625 $ 3.25
The Company has not declared or paid any dividends on the
Common Stock and does not intend to declare or pay any dividends on the Common
Stock in the foreseeable future. The Company currently intends to reinvest
earnings, if any, in development and expansion of its business. The declaration
of dividends in the future will be at the election of the Board of Directors and
will depend upon earnings, capital requirements and financial position of the
Company, general economic conditions and other relevant factors.
On December 27, 1996, the Company sold the following securities, the
terms of which are described in Item 1 (Description of Business - Recent and
Proposed Financing Transactions):
Amount of Securities Offering
Title Sold Price Purchaser
- -------------------------------------------------------------------------------
Promissory Note/Warrants $36,142.94/550,400 $36,693.34 William Zanker
Promissory Note/Warrants $19,115.57/291,100 $19,406.66 Terrance C. Murray
Promissory Note/Warrants $10,408.16/158,500 $10,566.67 Keith Dee
Promissory Note/Warrants $65,666.67/1,000,000 $66,666.67 Dune Holdings, Inc.
Promissory Note/Warrants $65,666.67/1,000,000 $66,666.67 RAASAY, S.A.
Promissory Note/Warrants $65,666.67/1,000,000 $66,666.67 HANDA, S.A.
The placement agent for these sales was Investors Associates, Inc.,
which received an aggregate commission of $26,666.67 and an aggregate
non-accountable expense allowance of $8,000 in connection therewith. The Company
believes that the sales set forth above are exempt from registration under the
Securities Act of 1933, as amended, pursuant to Section 4(2) thereof, as
transactions by an issuer not involving any public offering.
-2-
<PAGE>
ITEM 13. EXHIBITS LIST AND REPORTS ON FORM 8-K.
(A) EXHIBITS.
EXHIBIT NO. DESCRIPTION
- ----------- -----------
11.1 Statement Re: Computation of Per Share Earnings.
27.1 Financial Data Schedule
(B) REPORTS ON FORM 8-K. No reports were filed on Form 8-K in the
quarter ended December 31, 1996.
-3-
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the requirements of the
Exchange Act, the registrant has duly caused the report to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of New York,
State of New York, on the 12th day of June, 1997.
THE GREAT AMERICAN BACKRUB STORE, INC.
By: /s/ William Zanker
-----------------------------------
William Zanker
Chairman of the Board and President
In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities on
the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ William Zanker Chairman of the Board, President June 12, 1997
- ------------------------- and Director
William Zanker
/s/Terrance C. Murray Chief Executive Officer and June 12, 1997
- ------------------------- Director (principal executive
Terrance C. Murray officer)
/s/ Keith Dee Chief Financial Officer and June 12, 1997
- ------------------------- Secretary (principal financial
Keith Dee and accounting officer)
/s/ Stephen Seligman Director June 12, 1997
- -------------------------
Stephen Seligman
/s/ Edward E. Faber Director June 12, 1997
- -------------------------
Edward E. Faber
/s/ Peter Hanelt Director June 12, 1997
- -------------------------
Peter Hanelt
/s/ Donald R. Fleischer Director June 12, 1997
- -------------------------
Donald R. Fleischer
/s/ Andrew L. Hyams Director June 4, 1997
- --------------------------
Andrew L. Hyams
-4-
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description
- ----------- -----------
11.1 Statement Re: Computation of Per Share Earnings
27.1 Financial Data Schedule
EXHIBIT 11.1
STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS
<TABLE>
<CAPTION>
Year end
For the year ended weighting factor
(in months)
1996 1995 1996 1995
<S> <C> <C> <C> <C>
Issuance of common stock, June 1993 375,000 375,000 12 12
Sale of common stock, October 1993 125,000 125,000 12 12
Sale of common stock, March 1995
1,250,000 shares 1,250,000 1,041,667 12 10
Issuance of shares in conjunction with public offering 11,500 9,583 12 10
Sale of common stock, May 31, 1995 (20,000 shrs.) 20,000 11,667 12 7
Shares issued upon exercise of options and warrants 224,073 - see below see below
SAB 83 shares - see below - 18,142 12 0
Common stock and equivalents 2,005,573 1,581,059
</TABLE>
1996
Computation of weighted average number of shares issued
upon exercise of options and warrants:
Year end
weighting factor
Shares (in days)
Date Issued 1996
5/1/96 12,500 7,292
6/1/96 200,000 116,667
6/1/96 7,854 4,582
6/3/96 12,500 7,222
6/7/96 4,000 2,256
6/18/96 4,000 2,200
6/18/96 6,000 3,300
7/8/96 2,500 1,201
7/9/96 2,000 956
8/22/96 7,500 2,688
9/18/96 200,000 57,222
10/21/96 35,000 6,806
10/23/96 18,000 3,350
11/30/96 100,000 8,333
Total 224,073
1995
Common Stock equivalent test:
Market price:
3/31/95 2.81
4/30/95 3.75
5/30/95 2.97
6/30/95 2
7/31/95 2.75
8/31/95 2.58
9/30/95 2.94
10/31/95 2.38
11/30/95 2.63
12/31/95 4
Total 28.8
average 2.8798
<TABLE>
<CAPTION>
Options/Warrants Price/Share Proceeds Shares
<S> <C> <C> <C>
Options issued in December, 1994 360,000 3.75 1,350,000
Average Market Price $2.88
Shares assumed repurchased 468,750 0
Warrants issued in December, 1994 137,500 2.5 343,750
Average Market Price $2.88
Shares assumed repurchased 119,358 18,142
Options issued in March, 1995 100,000 5 500,000
Average Market Price $2.88
Shares assumed repurchased 173,611 0
Options issued in July, 1995 200,000 1.875 375,000
Average Market Price $2.88
Shares assumed repurchased 130,208 0
Options issued in July, 1995 10,000 2.563 25,625
Average Market Price $2.88
Shares assumed repurchased 8,898 0
Options issued in July, 1995 65,000 4 260,000
Average Market Price $2.88
Shares assumed repurchased 90,278 0
Options issued in July, 1995 100,000 2.375 237,500
Average Market Price $2.88
Shares assumed repurchased 82,465 0
Total Common Stock equivilent shares considered outstanding 18,142
</TABLE>
Since the company is in a loss positon, the common stock equivilents with
antidulutive affect and will not be used in the weighted average at 12/31/95
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Company's form 10-KSB for the year ended December 31, 1996 and is qualified in
its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 1,188,038
<SECURITIES> 0
<RECEIVABLES> 215,060
<ALLOWANCES> 0
<INVENTORY> 329,269
<CURRENT-ASSETS> 1,783,057
<PP&E> 1,577,724
<DEPRECIATION> 190,072
<TOTAL-ASSETS> 3,578,661
<CURRENT-LIABILITIES> 1,531,492
<BONDS> 0
0
0
<COMMON> 2,393
<OTHER-SE> 8,805,543
<TOTAL-LIABILITY-AND-EQUITY> 1,806,429
<SALES> 3,045,937
<TOTAL-REVENUES> 3,045,937
<CGS> 611,919
<TOTAL-COSTS> 5,957,568
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 7,348
<INCOME-PRETAX> (2,825,312)
<INCOME-TAX> 0
<INCOME-CONTINUING> 2,825,312
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,825,312)
<EPS-PRIMARY> (1.41)
<EPS-DILUTED> (1.41)
</TABLE>
