UNITED STATES
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 [FEE REQUIRED]
For the fiscal year ended December 31, 1997
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
OF 1934 [FEE REQUIRED]; For the transition period from _______ to ________;
Commission file number 0-26684
GLOBAL INTELLICOM, INC.
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(Exact name of registrant as specified in its charter)
Nevada 13-3797104
- ------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
747 Third Avenue, New York, New York 10017
- -----------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212)750-3772
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.01
par value
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 |_|
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. Yes |_| No |_|
The aggregate market value of the voting stock held by non-affiliates of
the Registrant as of April 19, 1998 was approximately $11,003,750 (based on the
average between the closing bid and asked prices of Common Stock on such date),
which value, solely for the purposes of this calculation, excludes shares held
by Registrant's officers and directors. Such exclusion should not be deemed a
determination by Registrant that all such individuals are, in fact, affiliates
of the Registrant.
As of April 10, 1998 there were outstanding 7,952,345 shares of the
Registrant's common stock, par value $.01 per share (the "Common Stock").
<PAGE>
PART III
Item 10. Directors and Executive Officers
Directors and Officers
The directors and executive officers of the Company are:
Name Age Position
- ------------------ --- --------------------------------------
N. Norman Muller 68 Chief Executive Officer, Chairman and Director
David A. Mortman 57 President, Chief Operating Officer and Director
Howard Maidenbaum 63 Executive Vice President and Director
Robert L. Olson 54 Vice President, Finance
Johan de Muinck Keizer 35 Vice President, Secretary and General Counsel
Wayne M. Rogers 63 Director
Thomas W. Smith 45 Director
N. Norman Muller has been Chairman of the Board, Chief Executive Officer
and a director of Global since its inception in 1994. From December 1990 to
April 1995, Mr. Muller was Chief Executive Officer of Communications and
Entertainment Corp. ("ComEnt"), a company engaged in the foreign distribution of
motion pictures, and also served as a director of ComEnt from December 1989 to
April 1995 and as Chairman of its Board from March 1992 to April 1995. Mr.
Muller was formerly the Chairman of U.M.C. Industries, a New York Stock Exchange
listed company, and of Greer Hydraulics, Inc., an American Stock Exchange listed
company.
David A. Mortman, served as Secretary of the Company from its inception to
August 1996, was elected a director of the Company in April 1995, and became
Executive Vice President in April 1996, Chief Operating Officer in November 1996
and President in January 1997. From December 1990 to April 1995, Mr. Mortman was
a director of ComEnt. From May 1994 until January 1996, Mr. Mortman was a member
of the law firm of Goodkind Labaton Rudoff & Sucharow, LLP, and from June 1991
to May 1994, engaged in the practice of law as a member of David A. Mortman,
P.C.
Howard Maidenbaum, has been Executive Vice President and a director of the
Company since its inception, and also served as the Company's Vice Chairman and
Treasurer from its inception until September 1996. From April 1993 to June 1994,
Mr. Maidenbaum was Chairman of the Credit Committee of ComEnt Funding Corp., a
wholly-owned subsidiary of ComEnt. From March 1979 to March 1992, Mr. Maidenbaum
was the President of Dr. Leonard's Health Care Products, Inc. (formerly Modern
Coupon Systems, Inc.), a privately-held consumer products company. Mr.
Maidenbaum is the President of Maidco Industries, Inc., a stockholder of the
Company.
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<PAGE>
Robert L. Olson joined the Company as Vice President, Finance, on
September 28, 1997. From 1990 to 1997 Mr. Olson was Vice President, Finance, and
chief financial officer of Trafalger Ltd., a manufacturer of men's accessories
and luggage, and served as Senior Vice President and chief financial officer of
Revillon Furs, a fur distributer, from 1982 to 1990.
Johan de Muinck Keizer has been Vice President, Secretary and General
Counsel of the Company since August 1996. From September 1995 to August 1996 he
was engaged in private law practice, and from February 1994 to September 1995
served as an associate at the law firm of Warshaw Burstein Cohen Schlesinger &
Kuh, LLP. From October 1991 to February 1994, Mr. de Muinck Keizer was an
associate at the law firm of David A. Mortman, P.C.
Wayne M. Rogers was appointed to Global's Board of Directors in April,
1995. Mr. Rogers is an established professional actor who portrayed one of the
lead characters in the "MASH" television series, and has been involved in
investment activities for over fifteen years. Mr. Rogers has been a director of
several privately-held companies, including Almaden Vineyards and The Pantry,
Inc., since 1990. He has also served as a director of P.H.C., Inc., Electronic
Data Controls, Inc., Extek Micro-Systems and Wadell Equipment Company.
Currently, Mr. Rogers is the general partner of Balanced Value Fund, L.P., a
limited partnership that advises and invests in middle market companies. Mr.
Rogers is also the general partner of Insight Fund, L.P. and the sole
stockholder of the corporate general partner of Pinnacle Fund, L.P. and Triangle
Bridge Group, L.P., each of which is a stockholder of the Company.
Thomas W. Smith has been a director of the Company since its inception.
From September 1990 to April 1995, Mr. Smith held various positions with ComEnt,
including President and Chief Operating Officer, Executive Vice
President-Finance and Chief Financial Officer. Mr. Smith has been a director of
Ransford Group, Inc., a management consulting firm since May, 1993, and a
director of LaBarge & Associates, Inc., also a management consulting firm, since
March, 1995. Mr. Smith is the President and sole director of Equicomp Corp., a
stockholder of the Company.
Election of Directors
In accordance with the Company's Restated Articles of Incorporation, the
Company's Board is divided into three classes. At each annual meeting of
stockholders, members of the classes, on a rotating basis, are to be elected for
a three-year term. The Company's by-laws establish the present size of the Board
at six directors, two in each class; a vacancy currently exists resulting from
the resignation of Mr. Cucchi as a director. Pursuant to the Restated Articles
of Incorporation, two Class I directors were initially elected to a term
expiring at the next annual meeting, two Class II directors to a term expiring
at the second succeeding annual meeting, and two Class III directors to a term
expiring at the third succeeding annual meeting. Messrs. Mortman and Smith,
Class I
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<PAGE>
directors, were re-elected to terms expiring at the 1999 annual meeting. Mr.
Rogers is a Class II director and Messrs. Muller and Maidenbaum are Class III
directors.
Item 11. Executive Compensation and Other Information
The following table sets forth information concerning the annual and long
term compensation, paid or accrued, for the Company's Chief Executive Officer
and for the four most highly compensated other executive officers of the Company
(the "Named Executive Officers") for services in all capacities during the last
three fiscal years:
[THIS SPACE INTENTIONALLY LEFT BLANK]
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<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term
Compensation
Annual Compensation Awards
--------------------------------------- ----------- All other
Other Annual Securities Compen-
Name Compensation Underlying sation
Principal Position Year Salary(1) Bonus (2)(3) Options(#) ($)(4)
- ---------------------------- ------ --------- -------- -------------------------- --------
<S> <C> <C> <C> <C> <C> <C>
N. Norman Muller, 1997 $250,000 $317,167(3) $359,216(3)
Chief Executive Officer, 1996 122,833 --- 14,474 --- ---
Chairman of the Board and 1995 --- --- 11,250 --- ---
Director
David A. Mortman, 1997 230,000
President, Chief Operating 1996 160,000 --- --- --- ---
Officer and Director (5) 1995 --- --- --- --- 22,500
Anthony R. Cucchi (6) 1997 194,000
1996 190,000 --- --- --- ---
1995 177,601 --- --- --- ---
Howard Maidenbaum, 1997 164,167
Executive Vice President 1996 48,917 --- --- --- ---
and Director 1995 --- --- --- --- ---
Robert L. Olson, 1997 30,909
Vice President, Finance (7)
</TABLE>
- ----------
(1) The Company was formed in September, 1994, and no executive salaries were
paid before 1996, except to Mr. Cucchi.
(2) Except as indicated for 1996 and 1995 with respect to Mr. Muller, the
aggregate amount of any personal benefits not included in the Summary
Compensation Table does not exceed the lesser of either $50,000 or 10% of
the total annual salary and bonus paid to each Named Executive Officer.
(3) In January 1998, the Board of Directors authorized $676,383 in additional
compensation to Mr. Muller, attributable to 1997. Of such amount, $359,216
was in consideration of Mr. Muller's extending his personal guarantee on
several occasions for certain Company indebtedness, and is shown as other
annual compensation, with the balance of $317,167 shown as bonus
compensation. Such amounts were not paid in cash but were offset against
amounts owed to the Company by Mr. Muller. See additional information
under "Certain Transactions".
(4) Amount shown consists of the fair market value of shares of Common Stock
issued.
(5) Mr. Mortman was elected Chief Operating Officer in November 1996 and
President in January 1997. From April to November 1996, Mr. Mortman was
Executive Vice President.
(6) Mr. Cucchi was Chief Operating Officer and a Director from inception until
November 1996, and Vice Chairman and a Director in 1997. He resigned in
January 1998.
(7) Mr. Olson joined the Company on September 28, 1997, and the amount shown
represents compensation for only three months in 1997. His annual salary
is $120,000.
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<PAGE>
Employment Arrangements
No executive officer of the Company has had an employment agreement except
Anthony R. Cucchi, who resigned on January 23, 1998, having served previously in
various capacities including Chief Operating Officer, President and Vice
Chairman of the Company. Mr. Cucchi was employed pursuant to an employment
agreement which expired December 31, 1997 and which provided for salaries of
$190,000 in 1996 and $210,000 in 1997.
Under the Company's By-laws, executive officers are elected at each annual
meeting and serve until the succeeding annual meeting or any earlier resignation
or removal.
Compensation of Directors
Directors who are employees of the Company or its subsidiaries receive no
compensation for service as members of the Board, other than reimbursement of
expenses incurred in attending meetings held in locations other than New York
City. Directors who are not employees of the Company or its subsidiaries receive
a director's fee of $2,500 for each Board meeting attended and reimbursement of
expenses incurred in attending meetings.
Wayne M. Rogers, a director, has entered into a three-year consulting
agreement with the Company commencing January 1, 1996, pursuant to which Mr.
Rogers has rendered and is continuing to perform services in connection with
various matters related to the Company's management, financing and marketing
strategies, beyond services regularly performed as a director of the Company. In
connection with such services, Mr. Rogers has been assisting the Company in
seeking alternative sources of financing for the Company's operations. The
agreement provides for a consulting fee of $60,000 per year, payable in equal
monthly installments. Mr. Rogers waived the consulting fee for 1996.
Compensation Committee Interlocks and Insider Participation
The Compensation Committee of the Board of Directors consists of Wayne M.
Rogers and Thomas W. Smith. There were no Compensation Committee interlocks or
insider (employee) interlocks during the year, except that Wayne M. Rogers, a
member of the Committee, previously entered into a three-year consulting
agreement with the Company beginning January 1, 1996, as described above.
Stock Option Plan
In May 1995, the Company adopted its 1995 Stock Option Plan (the "1995
Plan") to provide for the granting of stock options for an aggregate of 500,000
shares of Common Stock. The 1995 Plan provides for the grant of options that are
intended to qualify as incentive stock options within the meaning of Section 422
of the Internal Revenue Code of 1986, as amended, as well as options not
intended to so qualify (a non-qualified option).
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<PAGE>
The 1995 Plan is administered by the Stock Option Committee of the Board
of Directors. The Committee has the authority to determine the terms of options
granted under the 1995 Plan, including, among other things, the individuals who
shall receive options, the times when they shall receive them, whether an
incentive stock option and/or a non-qualified stock option shall be granted, the
number of shares to be subject to each option and the date each option shall
become exercisable. No option granted under the 1995 Plan is transferrable by
the optionee other than by will or inheritance and each option is exercisable
during the lifetime of the optionee only by such optionee or his legal
representatives.
The exercise price of incentive stock options granted under the 1995 Plan
must be at least equal to the fair market value of such shares on the date of
grant (110% of fair market value in the case of an optionee who owns or is
deemed to own stock possessing more than 10% of the voting rights of the
outstanding capital stock of the Company). The term of each option granted is
established by the Committee, provided, however, that the maximum term for each
incentive stock option is ten years (five years in the case of an optionee who
owns or is deemed to owned stock possessing more that 10% of the total combined
voting power of the outstanding capital stock of the Company). Options become
exercisable at such times and in such installments as the Committee provides in
the terms of each individual option.
No options may be granted under the 1995 Plan after May 1, 2005. The Board
of Directors may amend, suspend or terminate the 1995 Plan or any portion
thereof at any time and from time to time in such respects as it deems necessary
or advisable, but may not without the approval of the Company's shareholders
make any alteration or amendment thereof which would (i) change the class of
those eligible to receive options (ii) increase the maximum number of shares for
which options may be granted (except for anti-dilution adjustments) or (iii)
materially increase the benefits to participants under the 1995 Plan.
While options have been granted under the 1995 Plan to employees and to
certain officers of the Company's subsidiaries, no such options have been
granted to any executive officer or director of the Company.
Item 12. Security Ownership of Directors, Management and Certain Beneficial
Owners
The following table sets forth certain information as of April 24, 1998 as
to the beneficial ownership of the Company's Common Stock as by (i) each person
known by the Company to beneficially own more than 5% of the Company's Common
Stock, (ii) each director and nominee, (iii) each executive officer of the
Company named in the Summary Compensation Table contained herein and (iv) all
directors and executive officers of the Company as a group.
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<PAGE>
Name and Address of Amount and Nature of Percentage of
Beneficial Stockholder (1) Beneficial Ownership(2) Shares Outstanding(2)
- ---------------------------- ----------------------- ---------------------
Wayne M. Rogers 797,593 (3) 10.0%
David A. Mortman 502,617 (4) 6.3%
Howard Maidenbaum 461,533 (5) 6.1%
N. Norman Muller 442,280 (6) 5.6%
Thomas W. Smith 265,000 (7) 3.3%
Anthony R. Cucchi 27,593 (8) *
Robert L. Olson --- ---
All executive officers and 2,469,023 (9) 31.0%
directors as a group
(seven persons)
- ----------
* less than 1%
(1) The address for each person named is c/o Global Intellicom, Inc., 747
Third Avenue, New York, New York 10017.
(2) For purposes hereof, a person or group of persons is deemed to have
"beneficial ownership" of any shares which such person or group has the
right to acquire by option, warrant or otherwise within 60 days and for
which such person or group is able to exercise voting control. Except as
may be otherwise noted, the Company believes that the persons in the table
have sole voting and investment power with respect to the shares of Common
Stock indicated as being beneficially owned by them.
(3) Includes (i) shares owned by various limited partnerships controlled by
Mr. Rogers and by a family trust of which Mr. Roger is trustee, and (ii)
100,000 shares of restricted stock granted to Mr. Rogers in March, 1998,
ownership of which vests in equal quarterly installments of 25,000 shares
each over a two-year period ending June 30, 2000 does not include warrants
to purchase 45,000 shares at $2.02 per share and 2,000 shares at $5.25 per
share.
(4) Includes (i) 10,000 shares of Common Stock owned by adult children of Mr.
Mortman and 123,762 shares of Common Stock owned by Mr. Mortman's wife,
and (ii) 300,000 shares of restricted stock granted to Mr. Mortman in
March, 1998, ownership of which vests in equal quarterly installments of
75,000 shares each over a two-year period ending June 30, 2000; does not
include warrants to purchase 245,000 shares at $2.02 per share and 1,250
shares at $5.25 per share. Mr. Mortman disclaims any beneficial interest
in the shares owned by his adult children and his wife.
(5) Includes 120,000 shares of Common Stock owned by Maidco Industries, Inc.
("Maidco") and 150,000 shares of Global Common Stock owned by Mr.
Maidenbaum's adult children in their individual capacity. All of the
issued and outstanding shares of Maidco are held by Mr. Maidenbaum's wife
and his adult children. Mr. Maidenbaum disclaims any beneficial interest
in the shares of Common Stock owned by Maidco and by his adult children.
The amount shown does not include warrants to purchase 50,000 shares at
$2.02 per share.
(6) The shares indicated are beneficially owned by Mr. Muller's wife and a
corporation owned by Mr. Muller's adult children, as to which Mr. Muller
disclaims any beneficial interest. The amount shown does not include
warrants to purchase 70,000 shares at $2.02 per share.
(7) Includes 177,500 shares of Common Stock beneficially owned by Equicomp
Corp., of which Mr. Smith is the President, sole director and sole
stockholder; does not include warrants to purchase 45,000 at $2.02 per
share.
(8) Does not include warrants to purchase 45,000 shares at $2.02 per share.
(9) Does not include Mr. Cucchi, who resigned January 28, 1998.
-8-
<PAGE>
The Company knows of no arrangements which may result in a change in
control of the Company.
Item 13. Certain Relationships and Related Transactions
The Company and two of its subsidiaries are parties to a floorplan
financing agreement with Finova Capital Corporation ("Finova"), providing for a
total loan facility of $8,000,000. In order to induce Finova to enter into such
agreement and to make loans and advances thereunder, Messrs. Muller, Smith and
Maidenbaum executed joint and several surety agreements providing for the
unconditional guaranty of the payment of all amounts due to Finova.
In addition, Messrs. Muller and Maidenbaum guaranteed amounts owed under a
floorplan agreement with an affiliate of Deutsche Bank, a factoring agreement
with Century Business Credit Corporation, a lease agreement for the Company's
executive offices in New York.
In January, 1998, the Company's Board of Directors voted $676,382.80
additional compensation to the Company's Chairman and Chief Executive Officer N.
Norman Muller attributable to 1997. Of that additional compensation, $359,216.03
was in consideration for Mr. Muller extending his personal guarantee for some of
the Company's indebtedness. The additional compensation was offset against loans
owed by Mr. Muller to the Company.
The Company's Executive Vice-President, Howard Maidenbaum, has also
extended personal guarantees of all the same indebtedness of the Company as that
guaranteed by Mr. Muller. Both Mr. Muller and Mr. Maidenbaum are also directors
of the Company. Another of the Company's directors, Thomas W. Smith, has
personally guaranteed one of the obligations also guaranteed by Mr. Muller and
Mr. Maidenbaum. The Company's Board of Directors has not as yet determined what
consideration, if any, will be given to Mr. Maidenbaum and Mr. Smith for their
guarantees.
The Company made advances and loans to Mr. Muller in 1997 and Mr. Muller
made various loans and advances to the Company. The net amount owed the Company
at the end of 1997 was offset against compensation due Mr. Muller as set forth
above. In addition, Mr. Maidenbaum and the Company have made various loans and
advances to each other in 1997 and, after offsetting such loans and advances,
the Company was indebted to Mr. Maidenbaum in the amount of $67,677 at December
31, 1997. This amount is represented by a promissory note leaving interest at 1%
over prime, due December 31, 1998.
The Company has a three-year consulting agreement with Wayne M. Rogers.
See "CPeompensation of Directors" in Item 11, above.
The Company is obligated to pay, and has paid, certain legal fees and
related expenses for which it has indemnified various officers and directors.
See Item 3, "Legal Proceedings", and Note 18 to the Consolidated Financial
Statements.
Mr. Muller has informed the Company that he has become the Manager of a
limited liability corporation (the "LLC") formed for the purpose of acquiring
control of a public corporation other than the Company. The target of the LLC's
efforts is in an industry different from and unrelated to the Company's
business. The LLC has acquired greater than 5% of the voting stock of its
target, and has commenced litigation against the management of its target.
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 any person who owns more than 10% of any
class of the Company's equity securities, to file, with the Securities and
Exchange Commission, certain reports relating to their ownership of such
securities and changes in such ownership, and to furnish the Company with copies
of such reports. To the best of the Company's knowledge, during the year ended
December 31, 1997, a Form 4 was not filed for Anthony Cucchi, who was an officer
and director in 1997.
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<PAGE>
The Company believes that the foregoing failure to file was inadvertent.
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<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 amendment to the
Registrant's report on Form 10-K to be signed on its behalf by the undersigned,
thereunto duly authorized.
GLOBAL INTELLICOM, INC.
Dated: April 30, 1998
By: /s/ N. NORMAN MULLER
-----------------------------------------
N. Norman Muller
(CHAIRMAN AND CHIEF EXECUTIVE OFFICER)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Howard Maidenbaum and David Mortman his true and
lawful attorney-in-fact, each acting alone, with full power of substitution and
resubstitution for him and in his name, place and stead, in any and all
capacities to sign any and all amendments to this report, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorneys-in-fact or their substitutes, each acting alone, may lawfully do
or cause to be done by virtue thereof.
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.
SIGNATURES TITLE DATE
- ------------------------------ --------------------------- -------------------
/s/ N. NORMAN MULLER Chairman of the Board and
- ------------------------------ Chief Executive Officer April 30, 1998
N. Norman Muller (Class III Director)
/s/ DAVID A. MORTMAN President and Chief
- ------------------------------ Operating Officer and April 30, 1998
David A. Mortman Class I Director
/s/ HOWARD MAIDENBAUM Executive Vice President
- ------------------------------ and Class III April 30, 1998
Howard Maidenbaum
/s/ THOMAS W. SMITH Class I Director
- ------------------------------ April 30, 1998
Thomas W. Smith
/s/ WAYNE M. ROGERS Class II Director
- ------------------------------ April 30, 1998
Wayne M. Rogers
/s/ ROBERT L. OLSON Vice-President, Finance
- ------------------------------ Chief Accounting Officer April 30, 1998
Robert L. Olson
11
