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U.S. Securities and Exchange Commission
Washington, D.C. 20549
Amendment No. 1 to
Form 10-KSB/A
ANNUAL REPORT UNDER SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended Commission file number 1-13890
December 31, 1996
BUREAU OF ELECTRONIC PUBLISHING, INC.
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(Name of small business issuer in its charter)
Delaware 22-2894444
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
745 Alexander Road, Princeton, New Jersey 08540
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(Address of principal executive offices) (Zip Code)
(609) 514-1600
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(Issuer's telephone number,
including area code)
619 Alexander Road, Princeton, New Jersey 08540
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(Former Name, Former Address and Former (Zip Code)
Fiscal Year, if changed since last report)
Securities registered under Section 12 (b) of the Exchange Act:
Title of each Class Name of each exchange on which registered
- ------------------- -----------------------------------------
Common Stock, par value $.001 per share NASDAQ SmallCap & Boston Stock Exchange
- --------------------------------------- ---------------------------------------
Redeemable Common Stock NASDAQ SmallCap & Boston Stock Exchange
Purchase Warrants
- --------------------------------------- ---------------------------------------
Securities registered under Section 12 (g) of the Exchange Act:
Common Stock, par value $.001 per share
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(Title of Class)
Redeemable Common Stock Purchase Warrants
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(Title of Class)
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Check whether 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.
X
Yes ______ 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. [ ]
The issuer's revenues for the fiscal year ended December 31, 1996 were
$553,566.
The aggregate market value of the voting stock held by non-affiliates
computed by reference to the closing price of the stock on April 10, 1997, was
$4,211,900.
The number of shares of the issuer's Common Stock, par value $.001 per
share, outstanding as of April 1, 1997 was 4,647,619. The number of the issuer's
redeemable Common Stock Purchase Warrants outstanding as of April 1, 1997 was
1,340,476.
Transitional Small Business Disclosure Format (check one):
Yes _________ No X
______
Documents Incorporated By Reference. See Index to Exhibits.
____________________________________
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Item 7. Financial Statements
This Amendment No. 1 to the Company's annual report on Form 10-KSB/A is being
filed to replace pages F-2 and F-14 of the Financial Statements in their
entirety with the new pages set forth hereinafter.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
BUREAU OF ELECTRONIC PUBLISHING, INC.
Date: April 18, 1997 By: /s/ J. S. Pan
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J. S. Pan, Vice President
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.
Signature and Title Date
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By: /s/ J. S. Pan April 18, 1997
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Name: J. S. Pan
Title: Vice President and Chief Financial Officer
and a Director
By: /s/ Jin Shan April 18, 1997
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Name: Jin Shan
Chief Executive Officer
By: /s/ Bryan Finkel April 18, 1997
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Name: Bryan Finkel
Director
11
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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
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To the Shareholders of
Bureau of Electronic Publishing, Inc.:
We have audited the accompanying balance sheets of the Bureau of Electronic
Publishing, Inc. (a Delaware corporation) as of December 31, 1996 and 1995, and
the related statements of operations, changes in shareholders' equity and cash
flows for each of the two years in the period ended December 31, 1996. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Bureau of Electronic
Publishing, Inc. as of December 31, 1996 and 1995, and the results of its
operations, and its cash flows for each of the two years in the period ended
December 31, 1996 in conformity with generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Roseland, New Jersey
March 27, 1997, except for Note (9)
as to which date is April 17, 1997
F-2
the increase in authorized Common Stock in the near future. Prior to this
transaction the Company had approximately 4,650,000 shares of Common Stock
outstanding. As a result of the Merger, PCG became a wholly owned
subsidiary of the Company and the stockholders of PCG acquired control of
a substantial majority of the voting stock of the Company.
F-13
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On January 23, 1997, all other directors and officers of the Company
resigned. As a result of the Merger, control of the Company has
effectively passed to the stockholders of PCG. The only stockholder
holding more than 5% of the total voting stock (Common Stock and Series A,
B, and C Preferred Stock) of the Company is the Company's new
Chairman-elect, who holds approximately 69.8% of the total voting stock
of the Company. Together the former stockholders of PCG, including the
Chairman, hold an aggregate of approximately 93.1% of the Company's total
voting stock.
The Joint Venture has succeeded to the business of manufacturing and sale
of PTA originally conducted by Plant No. 1. Plant No. 1 is principally
engaged in the manufacture of PTA for further processing by other
production units of JCF into polyester chip, film, staple and filament. A
small portion of PTA is produced for sale to third parties. Pursuant to
the Joint Venture Agreement, the Company is required to pay $14,955,000 in
cash as its capital contribution for 51% of the equity interests in the
Joint Venture. In the event that the capital contribution is not paid
within three years of the formation of the joint venture, for whatever
reason including the lack of ability to finance, the Company may forfeit
its claim on its equity interests in the Joint Venture. JCF owns 49% of
the equity interests in the Joint Venture and has contributed part of its
production facilities and other assets including certain plant and
equipment of the No. 1 Plant to the Joint Venture as its capital
contribution. In addition, JCF has leased to the Joint Venture certain
other production assets of No. 1 Plant.
The following summarized financial information relates to the Joint
Venture's operations as of and for the year ended December 31, 1996:
Sales $____0_____
Gross (Loss) (58,451,000)
Net (Loss) (60,636,000)
Current Assets 7,567,000
Current Liabilities 7,579,000
Total Assets 55,137,000
Net Equity $ 47,558,000
In connection with the Merger, the Company is carrying out a private
placement to obtain funds to be used in the operations of the Joint
Venture, to defray costs of the Merger and to partially meet its
obligations to make capital contributions to the Joint Venture. To date,
the Company has issued 18.5 shares of Series B Preferred Stock and 500,000
shares of Series C Preferred Stock. Each share of Series B Preferred Stock
is automatically convertible into 100,000 shares of the Company's Common
Stock one year after issuance. The Series B Preferred Stock is also
convertible at a price per share which is equal to the lesser of (i) $1.00
or (ii) 75% of the average of the closing bid price of one share of Common
Stock during the last five trading days immediately prior to the date of
such conversion. Conversions are also subject to an increase in the number
of authorized shares of Common Stock to 300,000,000. Each share of Series
B Preferred Stock also has a preference of $100,000 per share in the event
of liquidation. Each share of Series C Preferred Stock is convertible into
two shares of the Company's Common Stock at $.50 per share when the number
of authorized shares of the Company's Common Stock is increased to
300,000,000, has one vote per share and votes with the Common Stock as one
class, and has a preference of $1.00 per share in the event of
liquidation. To date, the Company has received total proceeds of
$2,050,000 from the private placement.
F-14
