<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO FORM 10-KSB
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended May 31, 1996
OR
[ ] 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 1-13886
CAM DESIGNS INC.
(Name of small business issuer in its charter)
Delaware 75-2257039
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
460 Park Avenue, Suite 1100, New York, New York 10022
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (212) 448-0240
Securities registered under Section 12(b) of the Exchange Act:
Title of each class Name of each exchange on which registered
------------------- ----------------------------------------
- - Class A Common Stock $.001 par value National Market System of NASDAQ;
The Pacific Stock Exchange
- - Redeemable Warrants to Purchase National Market System of NASDAQ;
Class A Common Stock The Pacific Stock Exchange
- - Units (consisting of 2 shares of
Class A Common Stock and one Warrant)
Securities registered under Section 12(g) of the Exchange Act:
- - Units (consisting of 2 shares of Class A Common
Stock and one Warrant) Electronic Bulletin Board
of the NASD
(Title of class)
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 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]
[Cover page 1 of 2 pages]
The issuer's revenues for the fiscal year ending May 31, 1996 were
approximately $24,660,000.
As of August 18, 1996, the aggregate market value, based on the average bid
and asked prices of the issuer's voting stock (Class A Common Stock) held by
non-affiliates was approximately $12,960,000. 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 management or policies
of the issuer, or that such person is controlled by or under common control of
the issuer.
As of August 18, 1996, there were 2,175,000 shares of Class A Common Stock
outstanding.
Documents Incorporated By Reference
None.
Transitional Small Business Disclosure Format:
Yes___ No X
TOTAL PAGES IN THIS REPORT: 7 (including cover page) EXHIBIT INDEX: PAGE 4
[Cover page 2 of 2 pages]
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Item 13. Exhibit and Reports on Form 8-K.
(a) Documents filed as part of this report:
1. Financial Statements:
Independent Auditors' Report
Consolidated Financial Statements of CAM Designs Inc. and subsidiaries
Independent Auditors' Report
Consolidated Balance Sheets--years ended May 31, 1996 and 1995
Consolidated Statements of Income--Years ended May 31, 1996 and 1995
Consolidated Statements of Stockholders' Equity--Years ended May 31, 1996
and 1995
Consolidated Statements of Cash Flows--Years ended May 31, 1996 and 1995
Notes to Consolidated Financial Statements
2. Financial Statement Schedules
Financial Statement schedules have been omitted because the required
information is inapplicable or because the information is presented in the
financial statements or related notes.
3. Exhibits and Index:
The following were filed as exhibits to the Company's Registration
Statement on Form SB-2 (File No. 33-92456) and are hereby incorporated by
reference herein:
3
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Exhibit
No. Description
- ------- -----------
3.1 Restated Certificate of Incorporation of the Registrant.
3.1A Amended Certificate of Incorporation of the Registrant.
3.2 By-Laws of the Registrant.
3.3 Certificates of Incorporation of English subsidiaries of Registrant.
4.1 Form of Warrant Agreement between the Registrant and American Stock
Transfer & Trust Company, including form of Warrant.
4.2 Specimen Class A Common Stock, Warrant and Unit Certificates.
10.1 1995 Stock Option Plan.
10.2 Employment Agreement between the Registrant's subsidiary, MGA Holdings
Ltd., and Mr. John R. Davidson.
10.3 Employment Agreement between the Registrant's subsidiary, MGA Holdings
Ltd. and Mr. Robert A. Righton.
10.4 Consultancy Agreement with Charles Linder.
10.5 Form of Unit Purchase Option between the Registrant and the Underwriter.
10.6 Form of Overdraft Credit Agreement between National Westminster Bank
and MGA Holdings Ltd.
10.7 Stock Purchase Agreement dated as of April 7, 1995 between the
stockholders of the Company and CAM.
10.8 Terms and conditions of employment in Holdings UK and Form of Secrecy
Agreement with Employees.
10.9 Contract dated April 7, 1995 with Rolls Royce Motor Cars Ltd.
10.10 Lease at Warwick, England.
10.11 Consultancy Agreement with M.H. Meyerson & Co. Inc.
10.12 Consultancy Agreement with William Camplisson.
(b) Reports on Form 8-K:
There were no reports on Form 8-K filed during the quarter ended May 31,
1996.
4
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this Amendment No. 1 to its form 10-KSB to be signed on its behalf by the
undersigned, thereunto duly authorized.
CAM DESIGNS INC.
By: s/John R. Davidson
---------------------------------
John R. Davidson
Chairman of the Board, President
and Chief Executive Officer
DATE: October 3, 1996
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 and on
the dates indicated:
Signatures Title Date
s/John R. Davidson Chairman of the Board, October 3, 1996
- ------------------------- President and Chief Executive
John R. Davidson Officer (Principal
Executive Officer)
s/Robert A. Righton Chief Financial Officer, October 3, 1996
- ------------------------- Secretary and Director
Robert A. Righton (Principal Financial and
Accounting Officer)
s/Charles W. Linder Director October 3, 1996
- -------------------------
Charles W. Linder
s/David R. James Director October 3, 1996
- -------------------------
David R. James
s/William E. Camplisson Director October 3, 1996
- -------------------------
William E. Camplisson
s/Peter D. Horbury Director October 3, 1996
- -------------------------
Peter D. Horbury
s/Theodore Sall, Ph.D Director October 3, 1996
- -------------------------
Theodore Sall, Ph.D
5
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
The schedule contains summary financial information extracted from the
consolidated financial statements and is qualified in its entirety by reference
to such financial statements.
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> MAY-31-1996
<PERIOD-END> MAY-31-1996
<CASH> 4,432,278
<SECURITIES> 0
<RECEIVABLES> 5,055,579
<ALLOWANCES> 7,575
<INVENTORY> 356,882
<CURRENT-ASSETS> 10,127,900
<PP&E> 283,161
<DEPRECIATION> 4,592,685
<TOTAL-ASSETS> 13,453,530
<CURRENT-LIABILITIES> 6,867,455
<BONDS> 0
0
0
<COMMON> 5,482,824
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 13,453,530
<SALES> 24,661,145
<TOTAL-REVENUES> 24,661,145
<CGS> 19,225,998
<TOTAL-COSTS> 19,225,998
<OTHER-EXPENSES> 3,216,318
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 100,550
<INCOME-PRETAX> 2,253,882
<INCOME-TAX> 743,651
<INCOME-CONTINUING> 2,253,882
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,510,231
<EPS-PRIMARY> .66
<EPS-DILUTED> .66
</TABLE>
