<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
Amendment No. 1
Amendment to Annual Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the fiscal year ended: DECEMBER 31, 1996
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Commission File Number: 0-26026
INTERACTIVE GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 95-2925769
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
5095 MURPHY CANYON ROAD, SAN DIEGO, CA 92123
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (619) 560-8525
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $.001 PAR VALUE
(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
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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 any amendment to this Form 10-K/A. [ ]
The aggregate market value of the voting stock (which consists solely of
shares of Common Stock) held by non-affiliates of the registrant as of March 19,
1997 was $15,146,949, based on the closing price on that date on the Nasdaq
Stock Market.*
The number of shares outstanding of the Registrant's Common Stock, $.001 par
value, as of March 19, 1997 was 4,485,712.
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*Excludes 1,792,921 shares of Common Stock held by directors and officers and
stockholders whose beneficial ownership exceeds 10% of the shares outstanding on
March 19, 1997. Exclusion of shares held by any person should not be construed
to indicate that such person possesses the power, direct or indirect, to direct
or cause the direction of the management or policies of the registrant, or that
such person is controlled by or under common control with the registrant.
<PAGE> 2
The undersigned hereby amends Item 14 of Part IV of its Annual Report on Form
10-K for the fiscal year ended December 31,1996 to read as follows:
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K
(a)(1) Index to Consolidated Financial Statements
The consolidated financial statements required by this item were submitted
in a separate section beginning on page 31 of the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1996, previously filed with the
Securities and Exchange Commission.
(a)(2) Index to Financial Statement Schedules
All schedules are omitted because they are not required, are not applicable,
or the information is included in the consolidated financial statements or notes
thereto.
(a)(3) Index to Exhibits
See Index to Exhibits beginning on page 4.
The following management compensatory plans and arrangements are required to
be filed as exhibits to this Report on Form 10-K pursuant to Item 14(c):
<TABLE>
<CAPTION>
Exhibit
Number Description of Document
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<S> <C>
10.2 Registrant's 1995 Stock Option Plan (the "Option Plan"), as
amended.
10.3 Form of Incentive Stock Option under the Option Plan. (1)
10.25 Registrant's Employee Stock Purchase Plan. (2)
</TABLE>
(1) Filed as an exhibit to Registrant's Registration Statement on
Form S-1 (No. 33-90816) and incorporated herein by reference.
(2) Filed as an exhibit to Registrant's Registration Statement on
Form S-8 (No. 333-290) and incorporated herein by reference.
(b) Reports on Form 8-K
The Company did not file any reports on Form 8-K during the three
months ended December 31, 1996.
(c) Exhibits
The exhibits required by this Item are listed under Item 14(a)(3).
(d) Financial Statement Schedules
The financial statement schedules required by this Item are listed
under Item 14(a)(2).
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<PAGE> 3
SIGNATURES
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, in the City of San
Diego, County of San Diego, State of California, on the 12th day of May, 1997.
INTERACTIVE GROUP, INC.
By /s/ Robert C. Vernon
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Robert C. Vernon
Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
Chairman of the Board and Chief Executive May 12, 1997
/s/ Robert C. Vernon Officer (Principal Executive Officer)
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Robert C. Vernon
/s/ Mark Hellinger President, Chief Operating Officer and Director May 12, 1997
- ----------------------- (Acting Principal Financial and Accounting
Mark Hellinger Officer)
/s/ Randolph S. Naylor* Senior Vice President and Director May 12, 1997
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Randolph S. Naylor
/s/ Lyndol L. Cook* Director May 12, 1997
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Lyndol L. Cook
/s/ Michael H. Gay* Director May 12, 1997
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Michael H. Gay
*By: /s/ Robert C. Vernon
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Robert C. Vernon
Attorney-in-fact
</TABLE>
3
<PAGE> 4
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF DOCUMENT
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3.1 Registrant's Certificate of Incorporation.(1)
3.2 Registrant's Bylaws.(1)
4.1 Reference is made to Exhibits 3.1 and 3.2.
4.2 Specimen stock certificate.(1)
10.1 Form of Indemnity Agreement entered into between
the Registrant and its directors and officers.(1)
10.2 Registrant's 1995 Stock Option Plan (the "Option
Plan"), as amended.
10.3 Form of Incentive Stock Option under the Option
Plan. (1)
10.4 Form of Representative's Warrant Agreement
issued by Registrant to Cruttenden Roth
Incorporated. (1)
10.5 Stock Purchase Agreement between Harvey N. Short
and Registrant dated June 1, 1994. (1)
10.6 Pickedi License Agreement between Apex Systems
Limited and Registrant dated March 4, 1992 (with
certain confidential portions deleted). (1)
10.7 Dealer Agreement between Expert Application
Systems Limited and Registrant dated January 1,
1995 (with certain confidential portions
deleted). (1)
10.8 Purchase Agreement between Hewlett-Packard
Company and Registrant dated February 1, 1995
(with certain confidential portions deleted). (1)
10.9 Letter Agreement between Smart Software, Inc.
and Registrant dated October 20, 1993 (with
certain confidential portions deleted). (1)
10.10 SB+ Value Improvement Program/Dealer License
Agreement between Millsoft, Inc. and Registrant
dated October 17, 1990 (with certain
confidential portions deleted). (1)
10.11 SB+ Value Improvement Program/Dealer License
Agreement between Registrant (formerly Intrepid
Software, Inc.) and Millsoft, Inc. dated
February 1, 1991 (with certain confidential
portions deleted). (1)
10.12 Value Added Reseller Agreement between UniData,
Inc. and Registrant dated January 15, 1992 (with
certain confidential portions deleted). (1)
10.13 Distributor Agreement between Registrant
(formerly Intrepid Software, Inc.) and VMARK
Software, Inc. dated January 1, 1993
4
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EXHIBIT NO. DESCRIPTION OF DOCUMENT
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(with certain confidential portions deleted). (1)
10.14 License Agreement between Registrant and
Enterprise Power International, Inc. dated
February 1, 1995 (with certain confidential
portions deleted). (1)
10.15 Letter Agreement between Registrant (formerly
Intrepid Software, Inc.) and System Builder
dated June 8, 1994 (with certain confidential
portions deleted). (1)
10.16 EDI*Port Distribution Agreement between Userbase
Systems, Inc. and Registrant (formerly Intrepid
Software, Inc.) dated October 23, 1991 (with
certain confidential portions deleted). (1)
10.17 Line of Credit Agreement between Registrant and
Sanwa Bank California dated June 29, 1994. (1)
10.18 Equipment Purchase Line of Credit Agreement
between Registrant and Sanwa Bank California
dated June 29, 1994. (1)
10.19 Letter Agreement regarding overdraft facility
entered between the Royal Bank of Scotland plc
and Interactive (U.K.) Limited dated June 27,
1994, including related security interest
documents. (1)
10.20 Line of Credit Agreement dated September 7, 1994
between Eastern Bank and Registrant (formerly
Intrepid Software, Inc.), including related
Security Agreement, Note and Term Note. (1)
10.21 Office Building Lease between Sunland
Diversified and Registrant dated October 1,
1994. (1)
10.22 Lease between Registrant and The Standard Life
Assurance Company dated July 13, 1990. (1)
10.23 Lease dated September 23, 1991 between
Registrant (formerly Intrepid Software, Inc.)
and James S. Hekimian and William G. Finard as
Trustees of Burlington Woods Office Trust No. 11
under a Declaration of Trust dated September 10,
1980. (1)
10.24 Plan and Agreement of Merger between
Interactive, Inc., Intrepid Software, Inc. and
Randolph S. Naylor dated March 17, 1995. (1)
10.25 Registrant's Employee Stock Purchase Plan. (2)
10.26 Office building sublease between Fourth Shift
Corporation and Registrant dated December 31,
1995. (3)
10.27* License, Reseller and Maintenance Agreement
between Registrant and Diamonds Workflow
Management Ltd. effective as of January 2, 1997
(with certain confidential portions deleted).
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EXHIBIT NO. DESCRIPTION OF DOCUMENT
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10.28 Amendment to Line of Credit Agreement between
Registrant and Sanwa Bank California dated April
24, 1996.
10.29 Amendment to Line of Credit Agreement between
Registrant and Sanwa Bank California dated January
15, 1997.
10.30 Term Loan Agreement between Registrant and Sanwa
Bank California dated January 15, 1997.
10.31 Line of Credit Agreement between Registrant and
Sanwa Bank California dated January 15, 1997.
10.32 Standard Office Lease between Appletree Ltd. and
Registrant dated September 6, 1996.
10.33* Distribution Agreement between Registrant and
evosoft Softwarevertrieb GmbH dated September 6,
1996 (with certain confidential portions deleted).
11.1 Statement of Computation of Net Income Per Share.
21.1 Subsidiaries of Registrant. (1)
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Romito, Tomasetti & Assoc., P.C.,
Independent Auditors.
24.1 Power of Attorney. Reference is made to page 30.
27 Financial Data Schedule
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* Certain portions of this exhibit have been omitted based upon a request by
the Registrant for confidential treatment. The omitted portions have been
separately filed with the Commission pursuant to such request for
confidential treatment.
(1) Filed as an exhibit to Registrant's Registration Statement on Form S-1 (No.
33-90816) and incorporated herein by reference.
(2) Filed as an exhibit to Registrant's Registration Statement on Form S-8 (No.
333-290) and incorporated herein by reference.
(3) Incorporated by reference to the Company's Annual Report on Form 10-K, for
the fiscal year ended December 31, 1995, filed on March 28, 1996.
6
