<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM 10-KSB/A NO. 1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
COMMISSION FILE NUMBER: 0-25338
----------------
INTIME SYSTEMS INTERNATIONAL, INC.
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
<TABLE>
<S> <C>
DELAWARE 65-0480407
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
</TABLE>
1601 FORUM PLACE, WEST PALM BEACH, FLORIDA 33401
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(561) 478-0022
(ISSUER'S TELEPHONE NUMBER)
----------------
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
UNITS CONSISTING OF 1 SHARE OF CLASS A COMMON STOCK AND 1 CLASS A WARRANT
CLASS A COMMON STOCK
CLASS A WARRANTS
----------------
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 such filing requirements for the past 90
days. Yes [X] No [_]
Check if there is no 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. [X]
Revenues for its most recent fiscal year: $13,881,632.
The aggregate market value of the voting stock held by non-affiliates based
on the closing price quoted by NASDAQ on March 14, 1997: $13,254,654.
(Includes the value of Class A Common Stock. See Item 11).
Number of shares outstanding of each of the issuer's classes of common
equity, as of March 18, 1998:
Class A Common Stock 4,516,493 Shares
2,360,000 Class A Warrants
Documents incorporated by reference: NONE
Transitional Small Business Disclosure Format (check one): Yes [_] No [X]
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<PAGE>
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
DIRECTORS AND EXECUTIVE OFFICERS
The executive officers and directors of the Company are as follows:
<TABLE>
<CAPTION>
NAME AGE POSITIONS
---- --- ---------
<S> <C> <C>
President, Secretary and Chairman of the
William E. Berry................ 65 Board
Chief Financial Officer, Treasurer and
Michael D. Matte................ 39 Director
John E. Steiner................. 57 Director
Paul Piper...................... 53 Director
Corine C. Goldkiller............ 51 Senior Vice President--Oracle
</TABLE>
WILLIAM E. BERRY has been the Company's president, secretary and a director
of the Company since January 1994. In September, 1997, Mr. Berry became the
Company's chairman of the board of directors. Mr. Berry co-founded The
Consulting Team, Inc. ("TEAM"), a subsidiary of the Company. Mr. Berry has
been chairman and chief executive officer of TEAM from its inception in 1985.
In addition to his duties as president and chief executive officer of the
Company, Mr. Berry is directly involved in the Company's marketing of the
Company's consulting services and its software product. Mr. Berry is the
founder and past president of the South Florida Chapter of the Association of
Human Resource Systems Professionals ("HRSP" now known as the International
Association of Human Resource Information Management ("IHRIM")) and served on
the national IHRIM Board of Directors from 1988 to 1993. Mr. Berry received
the IHRIM "Summit Award" for processional excellence in 1996. Mr. Berry also
served on the SHRM National Committee on Human Resource Information Systems
from 1990-1991.
MICHAEL D. MATTE joined the Company as its chief financial officer in
October 1996, was appointed its treasurer in September 1997 and was elected a
director in October 1997. He also assumed substantial operational duties in
September 1997. Prior to joining the Company, Mr. Matte served as chief
financial officer for Torwest, Inc., a United States holding company of a
Canadian conglomerate from 1992 through October 1996. Prior to that, he served
as a senior manager and in other capacities with Price Waterhouse LLP. Mr.
Matte is a CPA and a member of the American and Florida Institutes of
Certified Public Accountants.
PAUL PIPER was appointed to the Companys board of directors in November
1997. In 1981 Mr. Piper co-founded Business Information Technology, Inc.
("BIT"), a human resources systems company. Mr. Piper was BIT's president and
chairman of the board from its inception until its acquisition in 1995 by a
large publicly held company. Mr. Piper retired after BIT's acquisition.
JOHN E. STEINER has been a director of the Company since January 1994 and
co-founded TEAM with Mr. Berry. Prior to September 1997, Mr. Steiner served as
the Companys executive vice president and chairman of the board of directors
from January 1994 and was president of TEAM since its inception in 1985.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Companys officers, directors and persons who own
more than ten percent of a registered class of the Company's equity securities
to file reports of ownership and changes in ownership with the Securities and
Exchange Commission (the "SEC"). To the best of the Company's knowledge based
solely on its review of copies of such forms received or filed by it, or
written representations from certain reporting persons, all filings of Form 3,
4 and 5 required to be made with the SEC have been made.
1
<PAGE>
ITEM 10. EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION
The following table sets forth certain information with respect to the
annual and long-term compensation of the Company's chief executive officer,
its two other executive officers and two former executive officers (the "Named
Executive Officers") whose total annual salaries and bonuses exceeded $100,000
for the fiscal year ended December 31, 1997.
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
<TABLE>
<CAPTION>
(A) (B) (C) (D) (E) (G) (I)
LONG-TERM
COMPENSATION
AWARDS
---------------
SECURITIES
NAME AND PRINCIPAL OTHER ANNUAL UNDERLYING ALL OTHER
POSITION YEAR SALARY($) BONUS($) COMPENSATION($) OPTIONS/SARS(#) COMPENSATION($)
------------------ ---- --------- -------- --------------- --------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
EXECUTIVE OFFICERS
William E. Berry....... 1997 $225,270 $ 1,500(1) $11,320(2) 75,000(3)/0 $4,863(4)
President (Chief 1996 196,795 0 12,000(2) 0 4,863(4)
Executive Officer) 1995 188,800 5,665(5) 7,132(2) 0 0
and Chairman of the
Board
Michael Matte........... 1997 126,250 0 0 100,000/0 0
Vice President of 1996 28,127 0 0 25,000/0 0
Finance (Chief
Financial Officer)
Treasurer and Director
Corine C. Goldkiller.... 1997 142,292 10,000(6) 0 0 0
Senior Vice President 1996 118,757 0 0 25,000/0 0
1995 103,425 7,500(7) 0 0 0
FORMER EXECUTIVE
OFFICERS
John E. Steiner......... 1997 214,226 1,500(1) 11,988(2) 75,000(3)/0 1,521(4)
Executive Vice 1996 196,795 0 12,000(2) 0 2,629(4)
President and 1995 188,800 5,665(5) 4,893(2) 0 0
Director(8)
James C. Dean........... 1997 130,000 0 0 0 0(5)
Vice President(8) 1996 127,500 0 0 0 0
1995 120,000 20,000(7) 0 10,000/0 0
</TABLE>
- --------
(1) Pursuant to their employment agreements, Messrs. Berry and Steiner were
paid bonuses of approximately $1,500 in 1997 based on the Company's net
income in 1996.
(2) Represents compensation in the form of a car allowance and related
expenses. Also includes life insurance payments in 1995.
(3) The options vest and become exercisable only if shares held in escrow
pursuant to an agreement between the Company and the underwriter of its
initial public offering (the Escrowed Shares) are forfeited. If the
Escrowed Shares are released, these options are forfeited. The Company
anticipates that the Escrowed Shares will be forfeited.
(4) Represents life insurance payments.
(5) Represents bonuses paid on 1994 net income in accordance with Messrs.
Berry and Steiner's employment agreements.
(6) Represents bonus granted in 1997 for performance in 1996.
(7) Represents bonuses related to performance.
(8) Messrs. Steiner and Dean's status as executive officers and employees
ceased in September, 1997, although they received (or will receive)
compensation through January 15, 1998 and May 31, 1998, respectively.
2
<PAGE>
The following table sets forth certain information with respect to stock
option grants to the Named Executive Officers during the fiscal year ended
December 31, 1997.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
<TABLE>
<CAPTION>
(A) (B) (C) (D) (E)
NUMBER OF % OF TOTAL
SECURITIES OPTIONS/SARS EXERCISE
UNDERLYING GRANTED TO OR BASE
OPTIONS/SARS EMPLOYEES IN PRICE EXPIRATION
NAME GRANTED FISCAL YEAR ($/S(1) DATE
---- ------------ ------------ ---------- ----------
<S> <C> <C> <C> <C>
William E. Berry............ 75,000/0 22% $5.75(2)/0 07/01/2007(3)
John E. Steiner(4).......... 75,000/0 22% $5.75(2)/0 07/01/2007(3)
Michael Matte............... 100,000/0 29% $4.52(5)/0 05/20/2007(6)
Corine C. Goldkiller........ 0/0 0% 0/0 0
James C. Dean(4)............ 0/0 0/0 0/0 0
</TABLE>
- --------
(1) All options were granted at 100% of fair market value.
(2) Originally granted at an exercise price of $6.50 and repriced in January
1998.
(3) The options vest and become exercisable only in the event of forfeiture
of any or all of Messrs. Berry and Steiners Escrowed Shares. In the event
all of Messrs. Berry and Steiners Escrowed Shares are released from
escrow, the options shall lapse. The Company anticipates that the
Escrowed Shares will be forfeited.
(4) Messrs. Steiner and Dean's status as executive officers ceased in
September 1997.
(5) Mr. Matte's options were originally exercisable at $6.50 and were
repriced in January 1998 based upon a provision in his employment
agreement providing for repricing if the Class A Common Stock closes at
least 25% below the exercise price for a period of time.
(6) Subject to forfeiture provisions and restrictions on exercisability.
The following table sets forth certain information with respect to the
exercise of options to purchase common stock and SARs during the fiscal year
ended December 31, 1997, and the unexercised options held and the value
thereof at that date, for each Named Executive Officer.
AGGREGATED OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
(A) (B) (C) (D) (E)
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
SHARES OPTIONS/SARS AT FY-END (#) IN-THE-MONEY OPTIONS/SARS
ACQUIRED ON VALUE EXERCISABLE/UNEXERCISABLE AT FY-END($)
NAME EXERCISE(#) REALIZED($) (1) EXERCISABLE/UNEXERCISABLE(2)(3)
---- ----------- ----------- -------------------------- -------------------------------
<S> <C> <C> <C> <C>
William E. Berry........ 0 0 0/75,000(4) $0/$0
John E. Steiner......... 0 0 0/75,000(4) $0/$0
Michael D. Matte........ 0 0 45,833/79,167 $0/$0
Corine C. Goldkiller.... 0 0 21,309/16,068 $0/$0
James C. Dean(5)........ 7,738 44,493 0/0 $0/$0
</TABLE>
- --------
(1) Exercisable options include all currently vested options without
restrictions. Unexercisable options include unvested options, options
which are held in escrow and options which have certain vesting and/or
exercisability restrictions.
(2) Based upon a fair market value at fiscal year end of $4.875 per share
minus the exercise price.
(3) None of the options were in-the-money.
(4) Options do not vest or become exercisable unless any of Messrs. Berry and
Steiner's Escrowed Shares are forfeited. The options terminate if the
Escrowed Shares are released.
(5) Mr. Dean's status as an employee ceased on September 15, 1997.
Accordingly, all of Mr. Dean's options were cancelled effective December
15, 1998.
3
<PAGE>
EMPLOYMENT AND CONSULTING AGREEMENTS
On December 1, 1997, the Company entered into a new three-year employment
agreement with Mr. William E. Berry, its president, expiring in November 2000.
The agreement with Mr. Berry provides for a base annual salary of $250,000
subject to cost of living increases and an incentive bonus equal to 10% of the
Company's net pretax income above $500,000 (without resort to any consumer
price increase). Mr. Berry may terminate his agreement if: (i) his duties are
substantially modified, (ii) the Company materially breaches such agreement or
(iii) if any entity or person not currently an executive officer or
stockholder of the Company either individually or as part of a group becomes
the beneficial owner of 40% or more of the Class A Common Stock of the Company
(the "Voluntary Termination Provisions"). In such an event, Mr. Berry may
elect to either: (a) receive full compensation and benefits payable under his
employment agreement for the remainder of the term of the agreement, or (b) a
release from the non-competition provisions of his agreement. The effect of
such provisions may discourage a hostile takeover even if in the best interest
of all other stockholders. The agreement also provides for a $500,000 key man
life insurance policy, the proceeds to be assigned as Mr. Berry directs. Mr.
Berry is also subject to non-competition and non solicitation of customers
provisions in favor of the Company.
In May 1997, the Company entered into a three-year written employment
agreement with Mr. Michael D. Matte, its chief financial officer, replacing
his then current agreement and providing a substantially higher compensation
package. The board of directors took this action to retain Mr. Matte after he
announced his resignation eight months after commencement of employment. The
board provided the new compensation package in order to induce Mr. Matte to
reject an offer from a company about to effect an initial public offering
which offer contained substantial equity incentives. Mr. Matte's new agreement
provides for an annual salary of $130,000, subject to cost of living increases
and an incentive bonus equal to 10% of the Company's net pretax income above
$500,000 (without resort to any consumer price increase). Mr. Matte was also
granted 100,000 non-qualified options exercisable at $6.50 per share repriced
in 1998 to $4.52 pursuant to his employment agreement. Such options are
subject to forfeiture provisions and vest bi-annually in equal increments over
a three year term commencing June 30, 1997. Such options shall immediately
vest upon sale by the Company's principal stockholders of all or 90% of the
Company's Class A Common Stock owned by them or partial sale of the Company.
Alternatively Mr. Matte may elect to forfeit his 100,000 options. In such
event, the Company's two principal stockholders agreed pursuant to a separate
agreement to each give Mr. Matte 10% of the number of any Escrowed Shares
received by them. To the extent less than $450,000 each is paid to Mr. Matte
by the Company's two principal stockholders, the difference shall be paid by
the Company as a bonus. Additionally, in the event of termination of Mr.
Mattes employment without cause, he shall receive severance equal to three
times his salary for the last fiscal year (the "Severance Payment").
Additionally, in January 1998 the Company was authorized by its board of
directors to pay Mr. Matte, a bonus in 1998 of up to $40,000, subject to
meeting performance criteria established by Mr. Berry, in view of Mr. Matte's
substantial new duties.
On April 26, 1998, the Company agreed to merge into Aris Corporation
("Aris") subject to approval of the Company's stockholders and certain other
conditions. One of the conditions of the Merger Agreement is that the existing
employment agreements of Messrs. Berry and Steiner be terminated and that
proposed new agreements be executed. Mr. Berry's proposed new agreement is for
a two-year term at an annual salary of $175,000 per year (without costs-of-
living increases) and provides for a maximum annual bonus of $25,000.
Additionally, Mr. Berry shall receive a $150,000 signing bonus. In addition,
he shall receive 10,000 non-qualified options vesting over a two-year period.
The Voluntary Termination Provisions in Mr. Berry's proposed new agreement
have been modified and apply only if there is a material breach by Aris.
Mr. Matte's proposed new agreement is for a one-year term at the same base
salary ($130,000 per year). Mr. Matte shall receive a $25,000 signing bonus
and 8,000 non-qualified options vesting annually over a four-year term. His
maximum bonus shall be $25,000. In connection with the Aris merger, Mr. Matte
has also agreed to immediate vesting of the 100,000 options under his current
agreement and accordingly will waive the $900,000 additional payment. His
proposed new agreement eliminates all compensation arrangements arising in the
event of a change of control, partial sale or sale. However, he anticipates
receiving his Severance Payment prior to executing his proposed new agreement.
4
<PAGE>
In fiscal 1997, Ms. Corine C. Goldkiller, the Company's senior vice
president of human resources consultant, received a salary increase from
$125,000 per annum to $150,000 per annum as an incentive increase.
Additionally, Ms. Goldkiller was granted a $10,000 bonus for her efforts in
fiscal 1996.
DIRECTORS' COMPENSATION
The Company's outside directors receive $1,250 for each meeting attended, as
cash compensation for serving on the Board of Directors in addition to
reimbursement of reasonable expenses incurred in attending meetings. Pursuant
to the Company's 1994 Stock Option Plan (the "Plan"), directors who are not
employees receive a grant of 12,000 10-year options which vest in 1/6
increments every June 30 and December 31 provided the director is still
serving in that capacity. The 1994 initial grant of directors' options to the
Company's outside directors fully vested in December 1996. Accordingly, they
each automatically received a new grant of 12,000 options on January 1, 1997,
exercisable at $7.25 per share. In accordance with the Plan, Mr. Paul Piper
became a director in November 1997 and received a grant of 12,000 options
exercisable at $7.00 per share, of which 2,000 options are vested. Directors
who are employees of the Company or its subsidiaries do not receive any
compensation for their services as directors.
5
<PAGE>
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of April 15, 1998 certain information
relating to the beneficial ownership of the Company's Class A Common Stock by
any person (including any "group") known by the Company (i) to be the
beneficial owner of more than 5% of such securities, (ii) each director and
nominee, (iii) each Named Executive Officer in the Summary Compensation Table,
and (iv) all executive officers and directors as a group. In the first quarter
of 1998, all holders of the Company's Class B Common Stock agreed to convert
those securities to Class A Common Stock, thereby eliminating "super-voting
rights" previously in existence. The table below gives effect to the
conversion.
<TABLE>
<CAPTION>
PERCENTAGE
AMOUNT AND OF
NATURE OF OUTSTANDING
BENEFICIAL SECURITIES
TITLE OF CLASS NAME AND ADDRESS BENEFICIAL OWNER OWNERSHIP(1) OWNED(1)(2)
-------------- --------------------------------- ------------ -----------
<S> <C> <C> <C>
Class A Common Stock William E. Berry................. 1,220,626(2)(3)(4) 27%
1601 Forum Place
West Palm Beach, FL 33041
Class A Common Stock John E. and Carol E. Steiner..... 1,220,626(2)(4) 27%
1116 Grand Cay Drive
Palm Beach Gardens, FL 33418
Class A Common Stock and Michael D. Matte................. 47,833(4) *
Vested Options 1601 Forum Place
West Palm Beach, FL 33041
Class A Common Stock and Corine C. Goldkiller............. 29,044(5) *
Vested Options 1601 Forum Place
West Palm Beach, FL 33041
Class A Common Stock and Paul Piper....................... 2,500(6) *
Unvested Options 6 Snug Hill Court
Hockessin, DE 19707
Class A Common Stock and All Directors and Executive
Vested Options Officers of the Company as a
group (five
persons)(2)(3)(4)(5)(6)......... 2,502,248 55%
</TABLE>
- --------
* Less than 1%
(1) Unless otherwise indicated, the Company believes that all persons named
in the table have sole voting and investment power with respect to all
securities beneficially owned by them. Except as otherwise indicated,
each beneficial owner's percentage ownership is determined by assuming
that options, warrants and convertible securities that are held by such
person (but not those held by any other person) and which are exercisable
or convertible within 60 days have been exercised or converted.
(2) Includes 929,603 Escrowed Shares beneficially owned each by Messrs.
Steiner and Berry.
(3) Includes 2,000 shares of Class A Common Stock owned by Mr. Berry and
1,218,626 shares of Class A Common Stock held in the name of William E.
Berry, Declaration of Trust U/A which is controlled by William E. Berry,
Trustee.
(4) Includes shares of Class A Common Stock underlying 45,833 vested options
exercisable at $4.52-$5.75 per share granted to Mr. Michael Matte, the
Company's chief financial officer.
(5) Includes 12,378 shares of Class A Common Stock (of which 7,735 are
Escrowed Shares) and 16,666 shares of Class A Common Stock underlying
vested options exercisable at $1.76 and $7.25 per share, respectively.
(6) Includes 2,000 shares of Class A Common Stock underlying vested options
which the Company granted to Mr. Piper exercisable at $7.00 per share.
6
<PAGE>
CHANGES IN CONTROL
The Company entered into a Merger Agreement on April 26, 1998 with Aris,
located in Bellevue, Washington. The merger is subject to approval by the
Company's stockholders, effectiveness of a registration statement which is
anticipated to be filed on or about Friday May 1, 1998 with the SEC and
certain other conditions. Under the terms of the merger, Aris will be the
surviving corporation. None of the Company's current directors and executive
officers shall be directors or executive officers of Aris. Aris shall exchange
0.266 shares of its common stock for each share of the Company's Class A
Common Stock (assuming conversion of all Class B Common Stock).
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
For information concerning the Company's employment agreements with its
officers, see Item 10. Executive Compensation--Employment and Consulting
Agreements.
In January 1998, the Company repriced all existing employee and management
options which were out-of-the money to an exercise price of $5.75 per share.
Included in this repricing were 75,000 options granted to each of Messrs.
William E. Berry and John E. Steiner in July 1997 (originally exercisable at
$6.50 per share) and 25,000 options granted to Mr. Michael Matte when he
joined the Company in October 1996 (originally exercisable at $6.75 per
share). Mr. Matte's 100,000 options (originally exercisable at $6.50 per
share) were also repriced in January 1998 to $4.52 per share pursuant to a
provision in his employment agreement as described above.
During 1997, the Company employed three of Mr. John E. Steiner's adult
children in various non-management positions. One of these individuals
reported to Mr. Steiner. The aggregate compensation paid to Mr. Steiner's
children in 1997 was $89,257. Currently, the Company employs one of Mr.
Steiner's adult children.
In connection with Mr. Steiners move to West Palm Beach, Florida caused by
the moving of the Company's administrative offices from South Carolina, the
Company agreed to reimburse him for housing, relocation expenses and other
expenses up to $65,000. To date, the Company has reimbursed Mr. Steiner
$14,149 for such expenses. Additionally, in connection with Mr. Steiner's
early termination without cause in September 1997, the Company paid Mr.
Steiner three months' severance aggregating $54,951, including unused vacation
time, health and dental premiums following expiration of his employment
agreement in February 1998.
In June 1997, the Company engaged Mr. Sherman Drusin, then an outside
director to act as a management and sales consultant to its consulting
services business. In November 1997, Mr. Drusin resigned as a director and
consultant. During fiscal 1997, the Company paid Mr. Drusin $97,228 in
connection with his consulting services.
In connection with Mr. James Dean's termination in September 1997, the
Company paid him $44,587, equal to four months salary including health
insurance payments.
7
<PAGE>
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
<TABLE>
<C> <S>
3.0 By-laws of InTime Systems International, Inc., as amended*
3.1 Certificate of Incorporation*
3.2 Amendment No. 1 to Certificate of Incorporation*
4. Escrow Agreement*
10. Employment Agreement of William E. Berry
10.1 Employment Agreement of Michael Matte
10.2 1994 Stock Option Plan*
10.3 Amendment to 1994 Stock Option Plan**
10.4 Second Amendment to 1994 Stock Option Plan****
10.5 Third Amendment to 1994 Stock Option Plan***
21. Subsidiaries of InTime Systems International, Inc.****
23. Consent of Price Waterhouse LLP*****
</TABLE>
- --------
* Contained in Registration Statement on Form SB-2 filed on December 16,
1994.
** Contained in the Registration Statement on Form S-8 filed on December 29,
1995.
*** Contained in the Registration Statement on Form S-8 filed on April 18,
1997.
**** Contained in Amendment No. 2 to the Registration Statement on Form SB-2
filed on February 15, 1995.
***** Contained in Form 10-KSB filed on or about March 30, 1998.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the period covered by this report.
8
<PAGE>
SIGNATURES
In accordance with 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.
INTIME SYSTEMS INTERNATIONAL, INC.
Registrant
/s/ William E. Berry
By___________________________________
William E. Berry
President, (Chief Executive
Officer)
9
