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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/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 December 31, 1997
OR
/ / 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 0-26015
CRW FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 23-2691986
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
200 Four Falls Corporate Center
Suite 415
West Conshohocken, PA 19428
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (610) 878-7429
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
------------------- -------------------
NONE NONE
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports 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___.
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 the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. /X/
The aggregate market value of the voting stock held by non-affiliates of the
Registrant is approximately $15,437,000. Such aggregate market value was
computed by reference to the closing price of the Common Stock as reported on
the NASDAQ Small Cap Market on March 25, 1998. For purposes of making this
calculation only, the Registrant has excluded shares held by all directors,
executive officers and beneficial owners of more than ten percent of the Common
Stock of the Company.
The number of shares of the Registrant's Common Stock outstanding as of March
25, 1998 was 6,435,486 shares.
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<PAGE>
PART III
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Directors
The board of directors of CRW Financial, Inc. ("CRW" or the "Company") consists
of five persons, each of whom has been elected for a term expiring at the annual
meeting of CRW stockholders indicated below and until his successor shall have
been elected and qualified. The following table sets forth information
concerning the individuals who are serving as directors of CRW.
Term Expires at
Name Age Annual Meeting in
- ---- --- -----------------
J. Brian O'Neill.............................. 38 1998
Eustace W. Mita............................... 44 2000
Mark DeNino................................... 44 1998
Bernard Morgan................................ 61 2000
Robert N. Verratti............................ 54 1999
J. Brian O'Neill has been the Chairman of the Board of Directors and Chief
Executive Officer of CRW since May 1995 and held the same positions with Casino
& Credit Services, Inc. ("CCS"), CRW's former parent company, from July 1992 to
May 1995. Mr. O'Neill was also Chairman and CEO of TeleSpectrum Worldwide Inc.
("TLSP") from April 1996 to March 1998, Mr. O'Neill is no longer employed by
TLSP, but continues to be a member of TLSP's Board of Directors.
Eustace W. Mita has been a director of the Company since August 1996 and has
served as Chief Operating Officer of HAC Group, Inc., an automobile leasing
training company, since 1990. In 1984, Mr. Mita founded Mita Leasing, an
automobile retail leasing company, and served as its President until the company
was sold in 1992. Mr. Mita is also currently a director of First Republic Bank
in Philadelphia, Pennsylvania.
Mark DeNino has been a director of the Company since February 1996 and has been
a general partner and managing director of Technology Leaders II Management,
L.P., the general partner of Technology Leaders II, L.P., which is a venture
capital firm and a significant shareholder of the Company, since 1994. For more
than three years prior to that, Mr. DeNino was President of Crossroads Capital,
Inc., an investment banking firm. Mr. DeNino is also currently a director of
Integrated Systems Consulting Group, Inc. and Aloette Cosmetics, Inc. Mr. DeNino
graduated from the Graduate School of Business Administration of Harvard
University with an M.B.A. degree and from Boston College with a B.S. degree in
finance and accounting.
Bernard Morgan has been a director of the Company since February 1996 and, prior
to retiring in 1989, worked for First Fidelity Bancorporation and Fidelcor for
20 years in various positions including Vice Chairman, Chief Executive Officer,
Deputy Chairman, Chief Operating Officer, President and Executive Vice
President. Mr. Morgan is also currently a director of Atlantic Electric, Inc.
Mr. Morgan received his B.A. degree from St. Joseph's University and his M.B.A.
degree from the Wharton School, University of Pennsylvania.
Robert N. Verratti has been a director of the Company since March 1996 and has
been Chief Executive Officer of National Media Corporation since May 1997 and
CEO of Charlestown Investments, Ltd., an investment company, since 1985. Prior
to 1985, Mr. Verratti served as acting President of Great Western Cities, Inc.,
also an investment company. He is a graduate of the U.S. Naval Academy and
served in the nuclear submarine service.
<PAGE>
CRW's Restated Certificate of Incorporation divides the CRW Board into three
classes, with three-year staggered terms for each of the Class I, Class II and
Class III directors, respectively. Accordingly, Mr. Verratti will hold office
until the annual meeting of stockholders to be held in 1999, Mr. O'Neill and Mr.
DeNino will hold office until the annual meeting of stockholders to be held in
1998 and Mr. Mita and Mr. Morgan will hold office until the annual meeting of
stockholders to be held in 2000.
Committees of the Board of Directors
The CRW Board has established a Special Committee of its independent Board
Members to consider various alternatives to enhance shareholder value, an Audit
Committee which, among other things, considers the overall scope and approach of
the annual audit and recommendations of the audit performed by CRW's independent
accountants; recommends the appointment of independent accountants; considers
significant accounting methods adopted or proposed to be adopted; and considers
procedures for internal controls. The Special Committee is comprised of Mr.
Verratti. The Audit Committee is comprised of Mr. DeNino, Mr. Morgan and Mr.
Mita. The CRW Board has also established a Compensation Committee which
evaluates and establishes all executive compensation arrangements. The
Compensation Committee is comprised of Mr. DeNino, Mr. Mita and Mr. Verratti.
Executive Officers (Other than Directors)
Jonathan P. Robinson, 33, has been the Vice President, Treasurer, Secretary and
Chief Financial Officer of the Company since May 1995 and held the same
positions with CCS from April 1993 to May 1995. Mr. Robinson was also interim
Chief Operating Officer for TLSP from September 1997 to April 17, 1998 and
Director of Acquisitions for TLSP from April 1996 to April 17, 1998. From June
1986 to April 1993, Mr. Robinson was employed by Arthur Andersen & Co.,
certified public accountants, where he last served as an Audit Manager. Mr.
Robinson is a certified public accountant.
CRW knows of no family relationships between any director or executive officer
other than the fact that Messrs. O'Neill and Mita are cousins.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors and persons who own more than ten percent of a registered
class of the Company's equity securities (collectively the "Reporting Persons")
to file reports of ownership and changes in ownership of the Company's
securities with the Securities and Exchange Commission and to furnish the
Company with copies of these reports.
Based on the Company's review of the copies of these reports received by it, and
written representations received from Reporting Persons, the Company believes
that all filings required to be made by the Reporting Persons for the fiscal
year ended December 31, 1997 were made on a timely basis.
<PAGE>
ITEM 11 - EXECUTIVE COMPENSATION
Executive Compensation
The following table sets forth compensation awarded to, earned by or paid to
CRW's Chief Executive Officer and the one other executive officers of CRW
serving at the end of 1997 whose annual cash compensation exceeded $100,000
(collectively, the "Named Executive Officers") during the last three fiscal
years. The table includes amounts paid in cash to such individuals by Casino and
Credit Services, Inc., ("CCS") CRW's former parent company, from January 1, 1995
to May 10, 1995, but excludes compensation related to CCS stock options.
<TABLE>
<CAPTION>
Summary Compensation Table
Annual Compensation Long-Term Compensation
------------------- ----------------------
Securities
Other Annual Underlying All
Salary Bonus Compensation Options Other
Name And Principal Position Year ($) ($) ($)(1)(2) (#) Compensation
- --------------------------- ---- --- --- --------- --- ------------
<S> <C> <C> <C> <C> <C> <C>
J. Brian O'Neill 1997 $ 275,000 $300,000 $14,688 $ --
Chairman of the Board 1996 275,000 85,940 14,688 450,000 (2)
and Chief Executive Officer 1995 275,000 137,500 14,632 450,000
Jonathan P. Robinson 1997 125,000 189,062 7,440 --
Vice President, Treasurer, 1996 125,000 39,060 7,440 90,000 (3)
Secretary and Chief Financial Officer 1995 110,000 65,544 6,752 120,000
</TABLE>
(1) Each executive officer pays $100 per month toward the lease payments with
respect to his Company furnished car. The balance of the lease payments of
$1,224 per month as to Mr. O'Neill, and $620 per month as to Mr. Robinson.
(2) In May 1996, Mr. O'Neill received a warrant to purchase 610,160 shares of
TLSP common stock from the Company for $1.50 per share.
(3) In May 1996, Mr. Robinson received a warrant to purchase 76,316 shares of
TLSP common stock from the Company for $1.50 per share.
<PAGE>
Option Grants in Fiscal Year 1997
No stock options were granted to any named executive officer in 1997.
Aggregated Options Exercised in 1997 and Year End Option Values
The following table sets forth certain information with regard to the aggregated
options exercised in the fiscal year ended December 31, 1997 and the option
values as of the end of that year for the Named Executive Officers.
<TABLE>
<CAPTION>
Number of Shares
Underlying Value of Unexercised
Unexercised Options In-the-Money Options at
Shares Value at FY End (#) Fiscal Year End ($)(2)
Acquired Realized Exercisable (E) Exercisable (E)
Name on Exercise ($) (1) Unexercisable (U) Unexercisable (U)
---- ----------- ------- ----------------- -----------------
<S> <C> <C> <C> <C>
J. Brian O'Neill -- -- 900,000(E) $1,534,500 (E)
Jonathan P. Robinson 106,908 313,570 0 0
</TABLE>
(1) Based upon the difference between the fair market value of CRW Common Stock
and the exercise price of the relevent options on the date of exercise.
(2) Based upon the fair market value of CRW's Common Stock of $3.16 per share as
of December 31, 1997 determined by taking the closing price of the Common Stock
on the NASDAQ Small Cap Market on the last trading date of the year.
Compensation of Directors
During 1997, each of CRW's non-employee directors received cash payment of
$10,000 in consideration for their service on the Board. Directors who are also
employees of CRW receive no compensation for their services as directors.
Employment Agreements
On May 11, 1995 the Company entered into Employment Agreements with J. Brian
O'Neill as Chief Executive Officer and Jonathan P. Robinson as Vice President,
Treasurer and Chief Financial Officer, each for a term of three years. These
agreements provide for initial salaries for Messrs. O'Neill and Robinson of
$275,000 and $125,000, respectively, reviewed annually, as well as performance
bonuses based both upon performance targets for the Company's consolidated
earnings and a subjective analysis of the Company's overall performance and
present and future business prospects. The agreements also provide for grants of
stock options to Messrs. O'Neill and Robinson under the Plan, to purchase
450,000 and 120,000 shares of Common Stock, respectively. The agreements may be
terminated by the Company with or without cause, provided that if the Company
terminates either agreement without cause, or if either party terminates either
agreement following a Change in Control (as defined in the Employment
Agreements) of the Company, the executive in question is entitled to all salary
and bonuses which would have been paid to him for the remainder of the term of
the agreement as well as continued employment benefits from the Company for the
remainder of the term of the agreement. In addition, the agreements both contain
a non-competition provision extending for one year after termination of
employment for cause and six months after termination for any other reason;
provided, however, that if an agreement is terminated by the Company without
cause of if either party terminates the agreement following a Change in Control
of the Company, the non-competition period ends upon the date of termination.
<PAGE>
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL HOLDERS AND MANAGEMENT
The following table sets forth certain information as of March 25, 1998
regarding the beneficial ownership of shares of CRW Common Stock by (i) each
person known by CRW to own beneficially more than five percent of the
outstanding shares of CRW Common Stock, (ii) each director of CRW, (iii) certain
executive officers of CRW and (iv) the directors and executive officers of CRW
as a group.
<TABLE>
<CAPTION>
Number of Percent of
Name and Address (1) Shares Class
- -------------------- ------ -----
<S> <C> <C>
J. Brian O'Neill (2)(5) ....................................... 2,177,693 27.1%
Jeffrey Tannenbaum (3)
1211 Avenue of the Americas
New York, NY 10036 ................................. 1,113,803 17.3%
Fir Tree Value Fund, L.P (3)
1211 Avenue of the Americas
New York, NY 10036 ..................................... 792,790 12.3%
Technology Leaders II, L.P. (4)
800 The Safeguard Building
435 Devon Park Drive
Wayne, PA 19087 ......................................... 745,413 11.6%
TL Ventures Third Corp.(4)
800 The Safeguard Building
435 Devon Park Drive
Wayne, PA 19087 ......................................... 592,132 9.2%
Eustace Mita (5)(6) ........................................... 169,800 2.8%
Jonathan P. Robinson .......................................... 141,200 2.2%
Mark DeNino (4) (6) ........................................... 104,702 1.6%
Robert N. Verratti (7) ........................................ 57,500 *
Bernard Morgan (7) ............................................ 57,500 *
All executive officers and directors as a group (6 persons) (8) 2,708,395 32.6%
</TABLE>
*Less than 1%
(1) Except where otherwise indicated, the address of each beneficial owner
listed is c/o CRW Financial, Inc. 200 Four Falls Corporate Center, Suite
415, West Conshohocken, PA 19428 and each beneficial owner has sole voting
and investment power over all securities listed.
(2) Includes 900,000 shares issuable upon exercise of stock options,
412,601 shares issuable upon conversion of a convertible subordinated note
and 300,000 shares issuable upon exercise of a warrant.
(3) Jeffrey Tannenbaum is General Partner of Fir Tree Value Fund and has
voting and dispositive authority with respect to the 792,790 shares held
by Fir Tree Value Fund, LP. Number of shares also includes 321,013 shares
held be Fir Tree Institutional Value Fund LP and Fir Tree Value Partners
LDC for which Mr. Tannenbaum has voting and dispositive authority.
(4) A total of 1,492,847 shares of Common Stock are beneficially owned by
Technology Leaders II, L.P., TL Ventures Third Corp., Mark DeNino and
certain other related parties (the "TL Group"). Each member of the TL
Group has affirmed that it is a member of a group under Section 13 (d) (3)
of the Exchange Act and thus may be considered to have beneficial
ownership of all securities of the Company held by any member of the TL
Group. The above table, however, only includes securities actually held of
record by the relevant securityholder and is based on a Form 4 filed on
July 7, 1997.
(5) Mr. O'Neill is Mr. Mita's cousin. Together, Mr. O'Neill and Mr. Mita
beneficially own approximately 28.8% of CRW. However, Messrs. O'Neill and
Mita disclaim being part of any group with respect to CRW.
(6) Includes 97,500 shares issuable upon exercise of stock options
(7) Includes 37,500 shares issuable upon exercise of stock options.
<PAGE>
(8) Includes 1,170,000 shares issuable upon exercise of stock options,
412,601 shares issuable upon exercise of a convertible subordinated note
and 300,000 shares issuable upon exercise of warrants.
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
From December 1996 to August 1997, CRW leased an aggregate of 13,000 square feet
in King of Prussia, Pennsylvania from 210 Mall Boulevard Associates, a
partnership which is controlled by J. Brian O'Neill, CRW's Chief Executive
Officer. The lease commenced on December 15, 1996 and requires monthly base rent
payments through December 15, 2001 of $23,478. CRW believes the lease to be at
the prevailing commercial market rate. From February 1997 to July 1997, NCO
Group, Inc. subleased the facility from CRW. In August 1997, the sublease
expired and the lease between CRW and 210 Mall Boulevard Associates was
terminated. In 1996 and 1997, respectively, CRW paid $11,739 and $33,000 in rent
to 210 Mall Boulevard Associates. CRW also subleases a 22,000 square foot
facility in King of Prussia, PA from Cendant Corporation and has subleased the
facility to TLSP. Cendant currently leases the facility from an unrelated party.
However, prior to October 1997, Cendant leased the facility from CRW Building
Limited Partnership, a partnership controlled by Mr. O'Neill. Prior to
subleasing the facility to TLSP, CRW paid approximately $365,000 in rent in 1996
under the sublease from Cendant. In addition, CRW also leased office space in
1996 in Conshohocken, PA, from Lee Park Investors, L.P., a partnership
controlled by Mr. O'Neill. The lease was assumed by NCOG on February 2, 1997.
CRW paid approximately $46,000 and $4,000 in rent in 1996 and 1997, respectively
to Lee Park Investors, L.P.
In November 1995, Mr. O'Neill and his wife (collectively, "Lender") made a $1
million loan (the "Loan") to the Company and the company executed a convertible
subordinated note (the "Note") in favor of Lender. The Note bears interest at
12.5% per annum, is payable in equal monthly installments of $33,454 and matures
in November 1998. The Company also paid Lender a commitment fee equal to one
percent of the amount of the Loan in consideration for making the Loan. The Loan
was used by the Company to purchase certain computer equipment in which Lender
obtained a security interest and for general working capital of the Company. The
Note is convertible at any time during the term thereof and for one year
thereafter into shares of Common Stock at a current conversion rate of $1.625
per share based on the principal then outstanding on the Note. Principal paid by
the Company during the last fiscal year may also be converted into Common Stock
at the same conversion price. As of March 25, 1998, the Note was convertible
into 412,601 shares of Common Stock. The Company also entered into a
Registration Rights Agreement with Lender which provides Lender with certain
piggyback and demand registration rights with respect to the Common Stock which
may be obtained upon conversion of the Note. The piggyback registration rights
remain in effect for five years until November 1, 2000, and the demand
registration rights may only be exercised during the last year of such period.
The Company caused the formation of TeleSpectrum Worldwide Inc. ("TLSP") and
subsequently during May 1996 received 8,510,137 shares of common stock in TLSP,
par value $0.01 per share in consideration of a capital contribution of TLSP of
$1.6 million in cash and the assignment to TLSP of a promissory note in the
amount of $500,000. On August 13, 1996, TLSP completed an initial public
offering of approximately 12.2 million shares of its common stock, at a public
offering price of $15 per share (the "IPO").
The capital contribution made by the Company to TLSP represented proceeds of
borrowings by the Company under subordinated notes (the "Subordinated Notes")
issued to eight individuals, one partnership and one corporation (the "Lenders")
on May 22, 1996. The capital contribution was used by TLSP for professional and
other costs associated with the IPO. Amounts outstanding under the Subordinated
Notes bear interest at 12% per annum. The notes were repaid in September 1996.
As part of the consideration for the Subordinated Notes, the Company issued to
the Lenders warrants (the "Lender Warrants") to purchase a total of 1,433,454
shares of TLSP's common stock held by the Company. The Lender Warrants are
exercisable at any time during a 10 year term at a price of $1.50 per share. In
connection with TLSP's initial capitalization by the Company, TLSP granted the
Lenders the right to have TLSP shares of common stock subject to the Lender
Warrants registered under the Securities Act along with the registration of any
other shares of TLSP common stock and also the right to certain demand
registrations subject to the Lenders' agreement not to sell any TLSP common
stock underlying the Lender Warrants during the 180 days after consummation of
the IPO by TLSP. During 1996 and 1997, 1,365,204 of these warrants were
exercised.
In connection with the sale of the Company's debt collection business on
February 2, 1997, J. Brian O'Neill, CEO and Jonathan P. Robinson, CFO entered
into non-compete, non-solicitation and non-disclosures agreements with NCO
Group, Inc. The agreements have a term of three years and prohibit Messrs.
O'Neill and Robinson from working in the debt collection industry or otherwise
disclosing certain information or soliciting NCO employees during the term of
the agreements. Messrs. O'Neill and Robinson received $500,000 and $250,000,
respectively in exchange for entering into these agreements.
<PAGE>
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.
CRW FINANCIAL, INC.
By: /s/ J. Brian O'Neill
---------------------
J. Brian O'Neill
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
--------- ----- ----
<S> <C> <C>
/s/ J. Brian O'Neill Chief Executive Officer and Director April 30, 1998
- ----------------------------- (Principal Executive Officer)
J. Brian O'Neill
/s/ Jonathan P. Robinson Chief Financial Officer and Principal April 30, 1998
- ----------------------------- Financial and Accounting Officer
Jonathan P. Robinson
/s/ Robert N. Verratti Director April 30, 1998
- -----------------------------
Robert N. Verratti
/s/ Bernard Morgan Director April 30, 1998
- -----------------------------
Bernard Morgan
/s/ Mark DeNino Director April 30, 1998
- -----------------------------
Mark DeNino
/s/ Eustace W. Mita Director April 30, 1998
- -----------------------------
Eustace W. Mita
</TABLE>
